1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Rajkumari Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to
(a) Copy and display the Content solely on your site,
(b) Use only those of our trademarks and logos that we may make available to you as part of the Content (those trademarks and logos, collectively, “Rajkumari Marks”) solely on your site.
2. All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement.
3. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Rajkumari Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
4. Associates Program IP License:
a. By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“ProductAdvertisingContent”) which we may make available to you, you agree to be bound by this License.
b. Subject to the terms of this License and solely for the limited purposes of participation in the Associates Program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to:
• Copy and display Product Advertising Content solely on your Site,
• Use only those of the Rajkumari Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Associates Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and
• Access and use thePA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.
You will use Product Advertising Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will:
Rajkumari reserves the right to make changes to the website, the terms & conditions, disclaimers at any time without information to the customers/users of the services/website of Rajkumari.
(a) Use Product Advertising Content solely to send end users and sales to the Rajkumari Site and will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content, direct traffic to any page of a site other than the Rajkumari Site (however, parts of your Site that are not closely associated with the Product Advertising Content may contain links to sites other than the Rajkumari Site).
(b) Link each use of the Product Advertising Content solely to the related Product detail page or other relevant page of the Rajkumari Site and not to any other page.
The Product Advertising API or Data Feed may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use the PA API or Data Feed to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement/ license terms for the PA API or Data Feed (or equivalent service) providing Product Advertising Content from such affiliate sites.
The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Operating Agreement.
In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Product Advertising Content (including the PA API and Data Feed) and promptly remove from your Site and delete or otherwise destroy all of the Product Advertising Content and Rajkumari Marks with respect to which the License is terminated or as we may otherwise request from time to time.
PA API Usage Requirements.
Description. Under this License, we may make available to you Product Advertising Content including the following:
• Data, images, audio, video, logos, user interface designs, and other creative designs; and
• Textual materials, such as textual Product information.
In addition to the foregoing Product Advertising Content and access to the PA API, we may make available from time to time for use in connection with the PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable
In connection with the PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Rajkumari Site.
1. Obtaining Product Advertising ContentYou may obtain Product Advertising Content by making calls to the PA API. If we provide express prior written approval, you may also obtain Product Advertising Content through a data feedthat we make available via file transfer protocol. To request our approval for access to Product Advertising Content through a Data Feed, contact us. If you obtain Product Advertising Content through a Data Feed, your access to and use of the Data Feed is subject to this License. You acknowledge that we may change, deprecate, or republish the PA API or Data Feed, or any features of the PA API or Data Feed, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of the PA API or Data Feed is compatible with the then-current requirements (including this License and this Operating Agreement).
You must use both a unique public key/private key pair (each key pair, an “Account Identifier”) and an Associates tag parameter (which can be either the Associate ID issued to you under the Program or a related Associates Program tracking ID) to identify your account and make calls to the PA API. Your Account Identifiers will be identical to the account identifiers assigned to you in connection with your Rajkumari Web Services account. You may obtain your Account Identifiers through the PA API account creation process or if prior to enrollment you already had Rajkumari account, you may use the Account Identifiers associated with that account.
If you obtain Product Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feed i.e. “Data Feed Access ID.” You must obtain your Data Feed Access ID as part of the Data Feed approval process.
We may change your Account Identifiers or Data Feed Access ID from time to time. An Account Identifier that is a private key or a Data Feed Access ID that is a password is for your personal use only, and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your private key or password to any other person or entity. An Account Identifier that is a public key or a Data Feed Access ID that is a username is not secret.
You are responsible for all activities that occur under your Account Identifiers and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. Use of your Account Identifiers to access or use any service offered by Rajkumari is subject to the Rajkumari Services Agreement. You may not use any Associates tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.
2. Usage Requirements. By making calls to the PA API, accessing the Data Feed, or using Product Advertising Content, you agree to comply with following requirements:
i. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Operating Agreement. You will not use the PA API, Data Feed, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the Rajkumari Site and driving sales of products and services on the Rajkumari Site.
ii. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
iii. You will link each use of Product Advertising Content to, and only to, the relevant page of the Rajkumari Site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than the Rajkumari Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than the Rajkumari Site).
iv. You will not, without our express prior written approval, use any Product Advertising Content or Special Link, or otherwise link to the Rajkumari Site, or in connection with : (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps)).
v. You will not add to, delete from, or otherwise alter any Product Advertising Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Product Advertising Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Product Advertising Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, misleading, or contrary to any law, regulation or industry guideline.
vi. You will promptly remove from your application and delete or otherwise destroy any Product Advertising Content that is no longer displayed on the Rajkumari Site or that we notify you is no longer available for your use.
vii. You will not include on your application, display, or otherwise use Product Advertising Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
viii. You will not, without our express prior written approval, access or use the Product Advertising API or Data Feed for the purpose of aggregating, analyzing, extracting, or repurposing any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on the Rajkumari Site.
ix. You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the PA API; (ii) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the PA API, Data Feed, Product Advertising Content, or Specifications.
x. You will not issue any press release or make any other public communication with respect to this License or your use of the Product Advertising API, Data Feed, or Product Advertising Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License
xi. You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Advertising Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the PA API, Data Feed, or any software included in Product Advertising Content.
xii. You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Product Advertising Content; or (ii) any application that utilizes the Product Advertising API or Data Feed or that incorporates or displays Product Advertising Content. For example, you may not use Product Advertising Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Product Advertising Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application that client application must comply with this License, including subsection (xiii) and the last sentence of subsection (xv) below.
xiii.You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. You may store other Product Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Advertising Content by making a call to the PA API or retrieving a new Data Feed and refreshing the Product Advertising Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual Rajkumari Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.
xiv. You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Advertising Content from a Data Feed, or if you call the Product Advertising API or refresh the Product Advertising Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include:
Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via a hyperlink, popup box, scripted popup, or other similar method: "Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on [relevant Rajkumari Site(s), as applicable] at the time of purchase will apply to the purchase of this product." In the above examples, "Details" and "More info" would provide a method for the end user to read the disclaimer.
You will not exceed, or if you build and release an application that calls the PA API, each copy of that application that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from the PA API that are greater than 40K without our prior written approval.
If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM Rajkumari. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”
You agree to provide us with any information that we request to verify your compliance with this License.In addition to any other rights available to us under applicable law, we may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
• Have not complied with any requirement or restriction described in this License or have otherwise violated this License,
• Have not complied with any requirement or restriction in, or otherwise violated, any license agreement governing your access and use the PA APIs provided by any of our affiliates,
• Have not complied with any requirement or restriction in, or otherwise violated the Rajkumari Agreement,
• Have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any Associates Program offering provided by us or any of our affiliates.
2. Reservation of Rights; Submissions:
Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Rajkumari Site or the Associates Site, our and our affiliates’ trademarks and logos (including the Rajkumari Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably 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 perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license 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
• Your Submission is your original work, or you obtained Your Submission in a lawful manner and
• 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.
3. Compliance with Laws:
In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.
4. Terms and Termination:
The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Rajkumari Marks and promptly remove from your site and delete or otherwise destroy all links to the Rajkumari Site, all Rajkumari Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Rajkumari Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example:
• Changes to the Associates Program Advertising Fee Schedule,
• Associates Program Participation Requirements,
• Payment procedures, and
• Other Program requirements.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE Rajkumari SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
6. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any
statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
7. Limitation of Liability:
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE Rajkumari SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE Rajkumari SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
This electronic record is generated by a computer system and does not require any physical or digital signatures.