Affiliate Program Operating Agreement

1. Introduction

These Just Jolly Affiliate Program Operating Agreement (the “Affiliate Program Terms”) are a legal agreement by and between Just-jolly.com. (together with its worldwide affiliates - “Just Jolly” or "us" or "we") and each participant of the Affiliate Program (hereinafter referred to as “you” or “your” or as a “user” or “Participant”) and sets forth the terms that govern your participation in the Affiliate Program.

YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IN ANY MANNER SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE AFFILIATE PROGRAM TERMS, WHICH HEREBY INCORPORATE BY REFERENCE THE JUST JOLLY TERMS OF SERVICE, PRIVACY POLICY AND THE JUST JOLLY COOKIE POLICY (AS APPLICABLE) (COLLECTIVELY, THE “TERMS”), AND ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED SUCH TERMS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THESE AFFILIATE PROGRAM TERMS AND THE JUST JOLLY TERMS OF SERVICE, JUST JOLLY COOKIE POLICY OR PRIVACY POLICY, THESE AFFILIATE PROGRAM OPERATING AGREEMENT “ JUST JOLLY TERMS OF USE” SHALL PREVAIL WITH RESPECT TO SUCH CONFLICT. YOU AGREE TO REVIEW THE TERMS PERIODICALLY TO BE AWARE OF ANY MODIFICATIONS AND YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM, INCLUDING, BUT NOT LIMITED TO YOUR USE OF THE AFFILIATE DASHBOARD AND AFFILIATE PROGRAM BENEFITS, SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH MODIFIED TERMS. CAPITALIZED TERMS USED HEREIN, UNLESS OTHERWISE DEFINED, SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE JUST JOLLY TERMS OF SERVICE OR PRIVACY POLICY.

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These Affiliate Program Terms were prepared and written in English, and have been translated into other languages for your convenience. In the event of any conflict between a translated (non-English) version of these Affiliate Program Terms and the English version of these Affiliate Program Operating Agreement or Affiliate Program Terms, the language of the English version shall prevail with respect to such conflict.

2. Affiliate Program Changes and Termination

Just Jolly will be entitled at its own discretion to modify, update, suspend or terminate the Affiliate Program, or any portion thereof, from time to time, including. Just Jolly may, in its sole discretion, suspend or terminate a Participant’s membership to the Affiliate Program, including any Affiliate Benefits or Benefit provided to a Participant under the Affiliate Program, at any time, with or without notice, if in Just Jolly’s sole discretion Just Jolly determines such Participant has violated the Terms, including without limitation, with respect to Participants who have multiple instances of site cancellations, are deemed to have engaged in suspicious behavior, and/or are associated with accounts with chargebacks.

VIOLATION OF ANY OF THE TERMS OR ANY DOCUMENT INCORPORATED HEREIN MAY RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, WITH OR WITHOUT NOTICE. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.

3. Participant Responsibilities

3.1 Compliance with Laws

In joining and participating in the Affiliate Program, (a) Participant will conduct all its activities in full compliance with all applicable laws, statutes, rules, regulations and directives, including but not limited to privacy and data protection laws (including, without limitation, the TCPA, GDPR, CCPA, and other applicable data privacy regulations) (collectively, the “Applicable Laws”); (b) Participant will obtain and maintain, at its own expense, all regulatory and legal licenses and certifications, governmental or otherwise, necessary for Participant, its employees, agents and distributors to use or join the Affiliate Program and/or Affiliate Program Benefits, and to otherwise participate in the Affiliate Program; and (c) Participant shall avoid deceptive, misleading or unethical practices, and not disparage Just Jolly or its platform or any of the services or products offered by Just Jolly in any manner.

3.2 Confidentiality

Just Jolly (and its affiliated companies) may disclose to Participant certain information as a result of Participant’s participation in the Affiliate Program, which information Just Jolly considers to be confidential (herein referred to as “Confidential Information”). Confidential Information shall not include information which Participant can show through written documentation is:  (i) already known to Participant at the time of disclosure, or is publicly available at the time of disclosure; (ii) becomes generally known to the public after disclosure through no act or omission of Participant in breach of this Agreement; (iii) is disclosed to Participant by a third party who is not in breach of an obligation of confidentiality; or (iv) was, is or will be independently developed by Participant without use of the Confidential Information.

Participant shall at all times keep and hold the Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose without Just Jolly’s prior written consent, except as may be reasonably necessary for the performance of its obligations under the Terms or Affiliate Program Operating Agreement, or as required by law, regulation, or order of any court of proper jurisdiction (but provided that, if legally permitted, the Participant will give Just Jolly prompt written notice of such requirement or court order and will use reasonable efforts to ensure only the minimum disclosure of Confidential Information as required.

4. No Warranties or Guarantees

The Affiliate Program (and any part or feature or benefit thereof) may contain links to third party websites and/or platforms (collectively, “Third Party Sites”). These Third Party Sites are owned, controlled and/or maintained solely by third parties over whom Just Jolly exercises no control. Accordingly, Just Jolly expressly disclaims and shall not have any liability or responsibility for (i) any Third Party Sites appearing on or within the Affiliate Program, or (ii) the products or services provided by, available through, or advertised on any Third Party Sites accessible through the Affiliate Program, or any content, materials, or any information thereof. The implementation of any Third Party Sites within the Affiliate Program does not imply an endorsement by Just Jolly with respect to any third party, any third party content, or any third party products or services.

JUST JOLLY DOES NOT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS OR BENEFITS THAT MAY BE OBTAINED FROM PARTICIPATION IN THE JUST JOLLY AFFILIATE PROGRAM, AND NO INFORMATION, REPORT, ADVICE OR BENEFITS OBTAINED BY YOU FROM JUST JOLLY OR THROUGH THE JUST JOLLY AFFILIATE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JUST JOLLY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. FURTHER, JUST JOLLY MAKES NO WARRANTY REGARDING ANY SERVICES EXECUTED THROUGH ANY THIRD PARTY, OR BY ANY THIRD PARTY IN CONNECTION WITH JUST JOLLY’S SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH THIRD PARTY TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.

5. Indemnification

In addition to your obligation of indemnification under the Just Jolly Terms and the Just Jolly Privacy Policy, you agree to defend, indemnify and hold harmless Just Jolly, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from (i) your violation of any third party right, including any copyright, property, or privacy right, resulting from your participation in the Affiliate Program; (ii) any agreement signed with your customers in relation to Just Jolly’s services; (iii) any omission or inaccuracy in your Participant Marketing towards your customers or other third parties in relation to Just Jolly’s services; and (iv) any breach of the Terms, including, without limitation, the representations or warranties made by you or any non-compliance with any legal or regulatory requirement.  This paragraph will not be construed to limit or exclude, and shall be in addition to, any other claims or remedies which Just Jolly may assert in equity or by law.

6. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL JUST JOLLY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AND AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF PARTICIPANT OR ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SOLUTIONS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.

Note:

Violation of any of these agreements will result in the termination of your Affiliate account (Just Jolly owns the right to suspend or terminate your Affiliate Account). While Just Jolly prohibits such conduct and content on its site, you understand and agree that Just Jolly cannot be responsible for the Content posted on its web site and you nonetheless may be exposed to such materials and that you use the Just Jolly service at your own risk.

Thank you for reading!