Affiliate Agreement

This Affiliate Agreement ("Affiliate Agreement") contains the complete terms and conditions between, TCP Organics Private Limited operating as The Coconut People (“The Coconut People”) and you, regarding your application to and participation in, the “The Coconut People” Affiliate Program (the “Affiliate Program”) as an affiliate (an “Affiliate”) of The Coconut People, and the establishment of links from your website to our website, https://www.thecoconutpeople.in.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT AND “THE COCONUT PEOPLE” TERMS AND CONDITIONS.

1. Definitions

1. "Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays The Coconut People’s products and services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from The Coconut People for sales directly resulting from such display.

2. "Affiliate Platform" - The third party platform, Impact Tech, Inc. (“Impact Radius”), used by The Coconut People to track the conversion and Affiliate performance, including specific referrals and commissions earned through the Affiliate Program.

3. "Affiliate Console" - The Affiliate Console is used by Affiliates to track commissions, view reports, and update contact information and payment preferences. The link to the Affiliate Console is here.

4. "Affiliate Site" - The Affiliate's website which displays The Coconut People’s Products and Services and/or promotions.

5. "The Coconut People’s Products and Services" – Organic health and wellness products (which includes but is not limited to Organic Virgin Coconut Oil) that are available for purchase from The Coconut People website. 

6. "Commission Fees" - The amount to be paid to the Affiliate for a Qualified Purchase by a Referred Customer, subject to any applicable Commission Threshold, and pursuant to the terms of Section 8 hereunder.

7. “Commission Threshold” - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from The Coconut People.

8. "Qualified Purchase" - A sale of The Coconut People Products and Services by The Coconut People, with a term of one (1) month or longer, to a Referred Customer that is not excluded under Section 7.
   

9. "Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in Section 3) that provides valid account and billing information.

2. Enrollment in the Affiliate Program

1. To begin the enrollment process, you must submit a completed Affiliate Program signup form. The signup form can be found at https://www.thecoconutpeople.in.

2. We will evaluate your application 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 Affiliate Site or promotional method is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is unlawful or otherwise violates our Acceptable Use Policy, as determined in our sole discretion.

3. If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL. An Affiliate should also not reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. The Coconut People, in its sole discretion, reserves the right to reject or remove any prospective affiliate from the Affiliate Program at any time, with or without notice.

3. Promotion of Our Affiliate Relationship

1. Use of Links - If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your Affiliate Site as a member of the Affiliate Program and will establish a link from your Affiliate Site or email to The Coconut People’s website. You agree to cooperate fully with us to establish, display, and maintain such Links. You further agree that your use of the Links must be in compliance with this Affiliate Agreement at all times. The Coconut People may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote The Coconut People that are not approved in advance by The Coconut People. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe).

2. Prohibited Activities -Except as permitted herein, you shall not and are not authorized to (i) use The Coconut People’s trademark or other intellectual property, including without limitation, the Links (collectively, “The Coconut People’s IP”) without The Coconut People’s express prior written permission; (ii) use The Coconut People’s name (or any variation or misspelling thereof or other terms that are confusingly similar to any of the foregoing) in a domain name, any metatags, advertising, search terms, code, or otherwise; or (iii) act in any way that causes or could cause any confusion concerning the source of, or your association with The Coconut People’s Products and Services. Your use of The Coconut People’s IP in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of The Coconut People’s intellectual property rights, and may subject you to liability (including potential treble damages for knowing or willful infringement), and the obligation
   

to pay The Coconut People’s legal fees and costs in connection with The Coconut People’s enforcement of its rights.

3. Paid Search Policy -You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:

1. You are prohibited from bidding on any The Coconut People trademarks, or any variations and misspellings thereof without The Coconut People prior written approval. Examples of prohibited keywords are "The Coconut People," "TCP Organics," "www.thecoconutpeople.in," "Coconut People," "Coco People", “TCP” etc.

2. You are prohibited from bidding on keywords containing The Coconut People trademarks plus an additional term such as [The Coconut People coupons], [The Coconut People promotions], and [The Coconut People promos]. Further, Affiliates are NOT permitted to broad or phrase match any of these keywords.

3. You are prohibited from outranking The Coconut People's internal paid search ad on any keywords.

4. You are prohibited from direct linking to www.thecoconutpeople.in from any paid search ads.

5. You are prohibited from using www.thecoconutpeople.in as a display URL.

All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate Site must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate Site for a promotion that has expired. We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the Affiliate Program may be terminated. For more information on match types, please visit Google's overview of match types.

4. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on The Coconut People’s Products and Services, or other content concerning The Coconut People without The Coconut People’s prior written consent in each instance. Affiliates may only use active coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the The Coconut People website will in no way alter the look, feel, or functionality of the The Coconut People website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Affiliate Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.

4. Laws Endorsement Compliance

1. It is the intent of The Coconut People to treat all of our customers fairly. Accordingly, we require all The Coconut People Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, any guidelines issued periodically by the relevant government ministries or bodies.

2. The Coconut People reserves the right to withhold Commission Fees and cancel your participation in the Affiliate Program should we determine, in our sole discretion, that you are not in compliance with the previously mentioned guide or other regulations or guides that we deem relevant.

5. Data Security

The Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from India or the country in which Affiliate resides, including without limitation. Affiliate, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist The Coconut People in complying with any data subject rights request that The Coconut People may receive from any individuals referred to The Coconut People by Affiliate. Affiliate further agrees to promptly assist The Coconut People in complying with any duties to cooperate with any supervisory authorities.

6. Order Processing

The Coconut People will process orders placed by Referred Customers who follow the Links from your Affiliate Site to The Coconut People website. We reserve the right, in our sole 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 Coconut People’s products, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you through the Affiliate Platform. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Site and our website are properly formatted.

7. Commission Determination; Qualified Purchases

1. Commission Fees will be calculated based on the commission rates stated on the The Coconut People website for each Qualified Purchase subject to commission accruing
   

pursuant to Section 8 below. A “Qualified Purchase” does NOT include any of the following:

1. A purchase by a Referred Customer that has transferred from any The Coconut People partner or entity that owns, is owned by, or is under common ownership with The Coconut People.

2. A purchase by a Referred Customer who is also associated with any other The Coconut People referral program.

3. A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.

4. A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.

5. A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of The Coconut People’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.

6. A purchase that The Coconut People suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same Referred Customers, or the referral of accounts that do not comply with this Affiliate Agreement.

7. A purchase referred by an Affiliate that has an excessive cancellation rate as determined in The Coconut People’s sole discretion.

8. A purchase by a Referred Customer who was offered or received coupons, refunds, credits or discounts from the Affiliate not authorised by The Coconut People.

9. A purchase by a Referred Customer who is in or is promoting a business-opportunity program (as determined by us in our sole discretion), using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.

10. A purchase by a Referred Customer who received a popup with a discounted offer, while leaving The Coconut People’s website during their purchase.

11. A purchase by a Referred Customer who, prior to such purchase, clicked through a Link established by another affiliate under this Affiliate Program.

12. A purchase by a Referred Customer more than ninety (90) days after clicking through the Affiliate Link.

13. The Coconut People reserves the right to withhold payment of Commission Fees to Affiliates who are new to the Affiliate Program, or who have referrals that are potentially the result of fraud as determined by The Coconut People  in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
    

2. The Coconut People reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Affiliate Agreement by the Affiliate or a Referred Customer. The Coconut People reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. If no subsequent Commission Fees are due and owing, The Coconut People may send Affiliate a bill for the balance of such refunded purchase upon termination of Affiliate’s participation in the Affiliate Program or termination of the Referred Customer.

3. The Coconut People reserves the right to immediately cancel or withhold for later review any Commission Fees that fail to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; The Coconut People is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact The Coconut People to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in The Coconut People’s sole discretion.

4. Commissions for any Referred Customer who is associated with any other The Coconut People referral program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.

5. In the event that the Referred Customers that are referred to The Coconut People by an Affiliate are determined to have an excessive cancellation rate, as determined by The Coconut People in its sole discretion, The Coconut People reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.

6. Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud The Coconut People or any violation of the terms of this Affiliate Agreement constitutes immediate grounds for The Coconut People to terminate the Affiliate’s participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

7. We use cookie based tracking to track and award sales made through the Link. Our cookies are valid for ninety (90) days and are awarded on a last click basis, which means clicking the Link before signing up will overwrite any other affiliate cookie currently in the system. Also, deleting cookies after clicking the Link (but before signing-up or paying-up) disables tracking and monitoring these clicks and any sale they may lead to.

8. Commission Accrual & Payments

1. Subject to the terms of this Affiliate Agreement and the terms of the Affiliate Platform agreement, Commission Fees will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate Console for each Qualified Purchase that accrues during the period for which such Commission Fees are being calculated.
   

2. Commission Fees will be processed in accordance with your agreement with the Affiliate Platform.

3. The Coconut People will only compensate you for Qualified Purchases made in accordance with the terms of this Affiliate Agreement.

4. Commission Fees shall be paid based on the current information in your Affiliate Console. You are required to notify the Affiliate Platform promptly of any change in your address by updating your profile information in the Affiliate Console. You are responsible for informing the Affiliate Platform of your desired payment form/type. You can update or change your desired payment method at any time by updating your affiliate profile located in the Affiliate Console. Please see the Affiliate Platform’s policies for details on the effect of any changes.

5. You may be subject to a minimum or maximum payment amount. All such minimum and maximum payment amounts are governed by your agreement with the Affiliate Platform.

6. The Coconut People and the Affiliate Platform, in their sole discretion, reserve the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

7. Disputes: Affiliate has access to The Coconut People's real-time Affiliate Program statistics and agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by The Coconut People and Affiliate forfeits forever any rights to a potential claim.

8. Commission Fees will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to this Section 8, and (ii) reach the Commission Threshold based on the commission rates stated on thecoconutpeople.in. It is solely your responsibility to provide the Affiliate Platform with accurate tax and payment information that is necessary to issue Commission Fees to you. If the Affiliate Platform does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.

9. Each Affiliate is required to submit their PAN Card as applicable before any
   

Commission Fees shall accrue. You are responsible for the payment of all taxes related to the Commission Fees you receive under this Affiliate Agreement. In compliance with Indian tax laws, the Affiliate Platform will issue relevant tax forms to Affiliates whose earnings meet or exceed the applicable threshold.

10. Any address change must be made in the Affiliate profile in the Affiliate Console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.

11. The Coconut People is not responsible for paying any third-party fees, including any fees charged by payment interfaces or banks, in order for you to receive Commission Fees.

9. Reports of Qualified Purchases

You may log into your Affiliate Console to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the Affiliate Console.

10. Obligations Regarding Your Affiliate Site

1. You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to The Coconut People’s Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.

2. We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Affiliate Agreement. If you are not in compliance, we may terminate your participation in the Affiliate Program effective immediately.

11. The Coconut People’s Responsibilities

We will provide all of the information necessary for you to make Links from your Affiliate Site to our site. The Coconut People will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for The Coconut People’s Products and Services placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases generated by your Affiliate Site, for providing information to Affiliates regarding Qualified Purchase statistics, and for providing Referred Customers with the services purchased.

12. Policies and Pricing

Referred Customers who buy The Coconut People’s Products and Services through our

affiliate network are deemed to be The Coconut People customers. The Coconut People’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, The Coconut People determines the prices to be charged for The Coconut People’s Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of The Coconut People’s 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 Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular The Coconut People Product or Service.

13. E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages without The Coconut People’s prior written consent, to be granted or denied in The Coconut People’s sole discretion, in each instance. Additionally, you may only send emails containing a The Coconut People affiliate link and or a message regarding The Coconut People or the Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section 13 and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Affiliate Agreement by you and will result in the forfeiture by you of any and all rights you may have to any Commission Fees and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a very short period of time as determined by The Coconut People in its sole discretion, the Affiliate relationship may be terminated.

14. IP Licenses and Use.

1. Subject to the limitations set forth in this Affiliate Agreement, including Section 3, we grant you a non-exclusive, non-transferable, non-assignable, revocable license to (i) provide access to The Coconut People website through the Links solely in accordance with the terms of this Affiliate Agreement; and (ii) use The Coconut People’s IP for the sole purpose of promoting The Coconut People’s Products and Services on your Affiliate Site. You may not alter, modify, or change The Coconut People’s IP in any way or use The Coconut People’s IP in any manner that is disparaging or that otherwise portrays The Coconut People, any The Coconut People employee, representative or customer in a negative light. You are only entitled to use The Coconut People’s IP in compliance with the terms of this Affiliate Agreement. Your license to use The Coconut People’s IP shall immediately terminate upon the termination of your participation in the Affiliate Program for any reason. We reserve all of our rights in The Coconut People’s IP and your license to use The Coconut People’s IP is limited to the manner described herein. The Coconut People may review your Affiliate Site to ensure compliance with this Affiliate Agreement at any time.

2. You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote The Coconut People and the Affiliate Program. For the avoidance of doubt, The Coconut People may, but is not obligated to use the Affiliate Trademarks at is sole
   

discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.

15. Term and Termination

1. The terms of this Affiliate Agreement are effective upon your submission of an application to the Affiliate Program and shall remain in effect until either party terminates your participation in the Affiliate Program (the “Term”). Your participation in the Affiliate Program may be terminated at any time by either party, with or without notice or cause.

2. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for payment only if the orders for the related The Coconut People Products and Services are not cancelled/suspended within thirty (30) days and comply with all of the terms of this Affiliate Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by The Coconut People in its sole discretion.

3. Any Affiliate who violates this Affiliate Agreement, The Coconut People 's Terms of Service, or any applicable law or regulation will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.

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

16. Modification

We may modify this Affiliate Agreement at any time in our sole discretion, and any modifications shall take effect when posted on our website. Your continued participation in the Affiliate Program following the posting of any modification on our website will constitute your binding acceptance of the modified terms. Modifications may include, but are not limited to, changes in the scope of The Coconut People’s Products and Services eligible for Commission Fees, Commission Fee amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Affiliate Agreement, in which event you shall be entitled to your rights under the unmodified Affiliate Agreement in effect prior to the date of the applicable modification.

17. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any The Coconut People Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition,

we   make   no   representation   that   the   operation   of   our   websites   will   be

uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

18. Relationship of Parties

You and The Coconut People are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this Section 18.

19. Representations and Warranties

You hereby represent and warrant to us as follows:

1. You have reviewed and understand this Affiliate Agreement and agree to be bound by its terms.

2. Your acceptance of this Affiliate Agreement and participation in the Affiliate Program will not 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 by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

3. You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to The Coconut People the license to use such marks in the manner contemplated herein, and such grant 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 third person or entity.

4. You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Affiliate Agreement

5. There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

6. During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or in violation of our Terms of Service or Acceptable Use Policy.

7. You are at least eighteen (18) years of age.

8. Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Affiliate Agreement.

20. Limitation of Liability

WE WILL   NOT   BE   LIABLE   FOR   ANY   INDIRECT,   SPECIAL,   INCIDENTAL,   OR

CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AFFILIATE AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AFFILIATE AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

21. Indemnification

You hereby agree to indemnify and hold harmless The Coconut People and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") 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 of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

22. Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, The Coconut People customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Affiliate 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) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (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, In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

23. Independent Investigation

You understand that we may at any time (directly or indirectly) solicit The Coconut People relationships on terms that may differ from those contained in this Affiliate

Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the The Coconut People Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Affiliate Agreement.

24. Miscellaneous

1. Governing Law. The laws of the Republic of India will apply and govern this Agreement, without regard to its principles of conflicts of laws.

2. Binding Arbitration. By participating in this Affiliate Program, you agree to binding arbitration for any disputes or claims that arise against The Coconut People or its subsidiaries in conjunction with this Affiliate Program. An arbitration firm selected by The Coconut People will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this Affiliate Program. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration. Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 as may be amended from time to time or its re-enactment. The venue for arbitration shall be Delhi, India.

3. Assignment. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns

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

This file was last modified on 7th April 2021.

Disclosure Requirements:

To comply with our Guidelines, you must disclose that you are receiving commissions, and these disclosures must meet four basic requirements: disclosures must be frequent, clear, conspicuous, and require no scrolling or other type of user action to locate.

1. Frequent: Your disclosure must appear on every page that has a review, recommendation, comment, graphic, widget, sidebar, "native ad," or other content that promotes a product or service for which you receive compensation. Such content includes articles or other informative pages that mix promotion with unrelated technical advice or recommendations, pages containing affiliate links or graphics, and pages displaying thumbnails, previews, teasers, links, or feeds that lead to promotional content or contain such content themselves.

2. Clear: If you receive compensation for your review or rating, it must be immediately clear (i.e., unavoidable) to the consumer. If commissions, conversion rates, or any factors other than those listed in the body of the rankings, comparisons, or reviews are influencing the information on your site or how it is arranged, then you must clearly explain this. Whenever possible, incorporate disclosure language directly into promotional claims and recommendations rather than putting it in a separate disclosure.

Do not promise or imply neutrality or independence when, in fact, commissions and/or conversion rates are determining or influencing the presentation of information. If you are receiving commissions from all of the brands listed on your site, you must state this. You must disclose that your business incentives are driving placement or ratings if that is the case. In addition, disclosures about your business incentives should be consistent with all other content on your website. For example, if one part of your website makes a factual claim or suggests that the information you present is objective,  that claim must be true -- you can’t undermine, contradict, or otherwise "go back on" it in a separate disclosure.

Finally, if your site mixes content related to a product or service for which you receive compensation with other, unrelated content, a visitor should easily be able to tell which parts are influenced by compensation and which are not. This may require placing multiple disclosures on the same page -- for example, next to each promotional item in a news feed, or at the beginning of an article within a news feed and next to a "Top Sites" widget appearing in a sidebar further down the page.

Vague catch-all statements such as "the commissions we receive may affect certain articles or rankings on our site" are insufficient.

3. Conspicuous: The disclosure must be easy to see, distinct, and unavoidable. It should begin with a self-explanatory signal - e.g., "Disclosure," "Paid Advertisement," or something similar. No scrolling away from the promotional content should be necessary to locate the disclosure. For example, a site with multiple affiliate links should have a disclosure visible on the same screen as each affiliate link, and a website with promotional articles or lists should display disclosures in close
   

proximity to that promotional material, not tucked away in a sidebar or footer. Disclosures must be prominently displayed so they are noticeable to consumers and should be of a size, color, and graphic treatment that sets the disclosure apart from other parts of the webpage. For example, disclosures should be in a font size that is at least as large as the main text on the page and in a contrasting style and/or color to the surrounding text.

4. Require No Action: Your disclosure must be immediately evident to a typical visitor to your site who views a review, ranking, or endorsement. A visitor should not need to scroll, click, or hover to learn that you receive compensation. In certain circumstances, you may be able to include a clickable link for additional information when a visitor hovers over text, provided that the language of the link itself reveals the fact that you receive compensation -- e.g. "Advertising Disclosure: We are compensated for our reviews. Click here for details."

Special Guidance for Consumer Reviews and Endorsements:

If you include consumer reviews, feedback, or endorsements about products or services listed on your site, you must comply with the Guidelines prohibiting the biased manipulation of consumer reviews, including the following:

• Consumer reviews and endorsements should be representative of the types of experiences potential consumers (i.e, your audience or visitors) can generally expect to have when purchasing or using the product or service being reviewed or endorsed. Otherwise, if the reviews or endorsements do not represent typical circumstances, that information should be clearly and conspicuously disclosed, along with supplementary details regarding the more general type of experience or performance potential consumers can likely expect.

• You should not offer inducements or incentives in return for positive reviews; you should not pretend to be a consumer yourself, nor should you write fake reviews (including about a competitor).

• You should clearly state how reviews are obtained and verified, and you should publish all reviews, including the negative ones, provided that they are genuine and truthful. You should also explain the circumstances under which reviews might be edited or not published at all (e.g., if they include abusive language or defamatory remarks).

• You should ensure that reviews are current (i.e., not stale, not too old), and you should have appropriate procedures in place to detect and remove outdated or fake reviews.

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