Creatormon Private Limited (the “Company”) operates a web/mobile application, “Wishlink”, operates a website https://www.wishlink.com .The App and the Website shall be together referred to as the “Platform”. These terms and conditions (“Terms”) govern the use of or access to the Platform and the Services (as defined below). 

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable. These Terms constitute a binding and enforceable legal contract between the Company and a User (as defined below) or any end user of the Services (collectively, “you”). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms, (b) are 18 (eighteen) years of age or older, and (c) are an Indian resident. If you represent an entity, organization, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms. 

These Terms also include our privacy policy, available at (“Privacy Policy”) and any internal guidelines, supplementary terms, policies, or disclaimers made available or issued by us from time to time. By continuing to access or use the Platform, or any Service on the Platform, you signify your acceptance of the Terms. 

The Company reserves the right to make changes to these Terms by posting the new/updated version and your continued use and/or non-deletion of the Platform shall indicate your agreement to such changes. Accordingly, we encourage you to kindly continue to review the Terms whenever accessing or using the Platform so as to be abreast with the changes that we may be carrying out to these Terms. 

By using the Services, you agree that you have read, understood, and are bound by these Terms, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access the Platform or use the Services. 

Services
Creatormon Private Limited (“Wishlink”) provides and operates online websites at wishlink.com, allthingsgood.app (the “Sites”), operates applications,such as Wishlink (the “Apps”) (collectively the “Services”). People use our Services to shop products recommended by their favorite Influencers and their suggested content. Our Services allow You to shop the looks you like from thousands of Influencers (individuals and entities with websites, blogs, social media presence, agents or agencies, digital publishers and other content platforms). As a registered user of the App, you can also find, follow, and shop influencer content directly in the App. Users can also shop influencer content directly via our Sites. We may also provide emails of content and Influencers that may interest you. Our Services create technological and commercial relationships between third-party retailers, advertisers and other businesses (“Merchants”), individuals and entities with websites, blogs, social media presence, agents or agencies, digital publishers and other content platforms (“Influencers”) and consumers (“You”, “Your” and “Users”). Our Services create a free, fun and convenient shopping experience to You, while facilitating sales and marketing of Merchant products and services (collectively, “Products”) and the payment of commissions to Influencers.

Changes to this Agreement apply to your use of our Services after the effective date. Wishlink may change this Agreement, our Privacy Policy or our Cookie Policy at any time. Wishlink will notify You of a change through our Services, such as when You next log-in, or by other means. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Apps or Sites. You may close your account and/or discontinue using our Services. You acknowledge that continued use of our Services after we post or send notice of the changes means that you agree to the new terms and that your personal data is subject to any updated policies.

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We may change, suspend, or terminate your use of the Services at our discretion. Wishlink may change, suspend or terminate your use of the Services with or without cause or notice to You, including, without limitation, if Wishlink believes that you have violated or acted inconsistently with the Agreement. In the event of termination, all your representations, warranties, indemnifications, and promises shall survive. Furthermore, sections 14-20 will continue to govern any claim or dispute. We may, but do not promise to store or keep any content that you have provided, liked or posted. WISHLINK SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH DISCONTINUATION OF SERVICES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).

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Access to Our Services

• ELIGIBILITY
  To use our Services, you must (1) be at least 18 years of age and (2) be either old enough to lawfully enter into this Agreement yourself or have your parent or legal guardian do so. THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 18 YEARS OF AGE OR OLDER. IF YOU ARE 18 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 18 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD’S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD’S USE OF THE SERVICES. WISHLINK DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 18.
  
  
• REGISTRATION
  You agree to provide certain information to set up your account. As part of the registration process, you will select a username and password and may provide certain information. You hereby consent to our access to and collection of such personal information about you. By registering for the Services, you hereby authorize Wishlink to send you emails and other communications. You agree to protect your password and not share your account with others. You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. Wishlink shall be entitled to assume that a user presenting your username and password is, in fact, you. You agree to notify Wishlink immediately of any unauthorized use of your account. Wishlink shall have the right at any time to change, modify or amend your username and password. You agree to provide correct information and keep it updated. You agree to only use our Services for personal reasons and not, for example, to compete with us. You represent and warrant that the information you provide to Wishlink is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of Wishlink and are not using the Services in competition with Wishlink. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or Wishlink.
  
  
• UPDATES
  We may provide you updates from time to time and may require you to use the most updated version. Wishlink shall have the right in its sole discretion to substitute, replace, modify, update or upgrade (“updates”) the Services as Wishlink deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of Wishlink. If Wishlink shall provide you with any updates, you will be required to utilize such version. Wishlink will only be required to support the most recent and current version provided to you. Depending on the update, You may not be able to use the Apps until You have downloaded the latest version and accepted any new terms that may apply. In case of a conflict between this Agreement and other terms provided with respect to updates, such other terms will prevail. This section will not require Wishlink to deliver new features and functionality nor any future products which may be offered.
  
  
• SUPPORT
  We may provide user support. Wishlink reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.
  
  
• MESSAGES
  You agree to receive messages from us, including marketing materials. You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, such as email. It is your responsibility for ensuring that Wishlink has your current email address at all times. Any notice sent to you via such email address by Wishlink shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
  
  
• AUTOMATED PROCESSING
  We may provide relevant content to you and others based on automated processing. Our Services include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.

Rights and Restrictions on Use

• WARNINGS; DISCLAIMERS
  Our Services include content from third parties such as Influencers and Merchants, which we do not control. We disclaim any liability for such content. You understand that Wishlink does not accept any liability whatsoever for any harm that might result from any statements presented on the Services, including statements and opinions on the Services, products viewed via the Services, or third-party advertisements or services posted or linked through the Services. You understand that any statements by Wishlink, its employees, agents, and affiliates are provided for informational purposes only. Wishlink reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. Wishlink makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services advertised, offered, or provided by any Merchant, statements made by any Influencer, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
  
  
• RESTRICTIONS ON YOUR USE
  You agree not to copy our Services, circumvent our security, or otherwise engage in prohibited conduct. You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Wishlink is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by Wishlink. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Wishlink or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing Wishlink’s name or trademarks without our express written consent. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services. You agree you will not reverse engineer, disassemble or decompile any Wishlink prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. You agree to be bound by any application, forum, or specific rules published within the Services.
  
  

• YOUR REPRESENTATIONS AND WARRANTIES
  You own all of your Content. You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without Wishlink incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.
  
  
• YOUR LICENSE TO WISHLINK
  You grant us a non-exclusive license to use your Content. You grant to Wishlink a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as Wishlink sees fit in its sole discretion, and includes without limitation use for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to Wishlink the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the Wishlink brand. You further grant to Wishlink all rights necessary to facilitate your use of a third party’s site, app or services that require syndication or other use of your Content in connection with Wishlink.
  
  
• WARNINGS; DISCLAIMERS
  If you choose to share content through the Services in areas that others can view, copy, and use, then you do so at your own risk. WISHLINK IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT YOU VOLUNTARILY SUBMIT THROUGH THE SITES OR ANY OF THE APPS IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.
  
  

Inappropriate Content.

You agree not to post or behave inappropriately. We reserve the right to determine if a post or act is offensive. You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything Wishlink, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:

• impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
• promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, or otherwise objectionable;
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• you do not have the right to disclose under contract or applicable law;
• contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
• involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails — “spam”;
• uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
• engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes;
• includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or

Violating this Agreement may lead to you being immediately and permanently banned, with notification to your Internet Service Provider if deemed necessary.

Links to Other Sites, Networks, Platforms, and Apps

Your decision to access Linked Technologies is at your own risk. We are not responsible for third party activities. The Services may contain links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that Wishlink is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. Wishlink is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by Wishlink. If You decide to access any Linked Technologies, then You do so at your own risk.

Ownership of Intellectual Property.

We own our intellectual property and only provide you a limited license to use our Services per this Agreement. You do not acquire any ownership rights by using our Services. Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by Wishlink and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. Wishlink, the Wishlink logos, and all designs are trademarks and/or trade dress of Wishlink and may not be used without the express written permission of Wishlink. All other trademarks appearing on the Services are the property of their respective owners. You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein. The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY WISHLINK. You agree to only use the Apps and Sites as expressly permitted herein.

Disclaimer Of Warranties

You expressly agree that use of and access to the Services or any Content is at your sole risk. The Services are provided on an “as is” and an “as available” basis. We do not make, and hereby disclaim, any representations or warranties regarding the Services. Content offered through the Services or any portion thereof, express, implied or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, or any warranties arising by course of dealing or custom of trade. We make no representation or warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, error-free, virus-free, or otherwise secure basis.

Limitation Of Liability

To the maximum extent permitted by applicable law, neither Wishlink, its licensors, suppliers, partners, affiliates or third-party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or any other form of damages in any manner arising out of or in connection with this Agreement or your use of the Services or any Content, regardless of the form of action or the basis of the claim or whether or not we have been advised of the possibility of such damages.

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Indemnity

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement and/or (b) your use of the Services. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. Wishlink reserves the right, at its own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

Choice Of Law And Consent To Jurisdiction

This Agreement is governed by the laws of India, without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of courts in New Delhi, India with respect to all disputes arising out of or relating to the Services. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates).

Termination/ Cancellation

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

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Additional Terms of Service for Content Creators

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This Creator Service Level Agreement ("SLA") contains the terms and conditions that govern your participation in the Wishlink Creator Program (the "Program"). "We," "Us," or "Our" refers to Wishlink. "You" or "Your" refers to the applicant. "Brand Site" refers to the official website of the brands associated with the Program.

“Creator” refers to an individual that participates in brand promotion and promotional & advertising activities activities. Creators include but are not limited to influencers, content creators, bloggers, social media personalities, or website owners who have a following or audience that they engage with through their content.

By checking the box indicating your agreement to the terms and conditions of this SLA, or by continuing to participate in the program after we post a change notice, revised SLA, or revised terms and conditions on the Wishlink site, you hereby agree to the following:

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1. You are bound by this SLA in its entirety.

2. You acknowledge and confirm that you have independently evaluated the desirability of participating in the program and that you are not relying on any representation, guarantee, or statement other than those expressly set forth in this operating agreement.

3. You represent and warrant that you have the legal capacity to enter into contracts (e.g., you are not a minor) and that you are currently and will remain in compliance with all provisions of this SLA.

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1. About Program

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The purpose of this program is to make your content creation journey efficient and enable you to promote products on your social media account(s), website, or other platforms (referred to as “profile”) and earn advertisement commission for “Qualifying Purchases” (as defined in Section 4) made by your end users. A Product refers to any item listed on the Wishlink site. "End users" refers to individuals or consumers who visit your profile, interact with your content, and potentially make purchases or engage with the trackable links provided by you. These individuals are not affiliated with the Program or Wishlink directly and are separate entities who may access the Brand Site through the links and promotions you provide. End users are customers or potential customers who may be influenced by your promotional efforts to make qualifying purchases through the commissionable links or coupon codes.

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2. Enrolment in the Program

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To initiate the enrolment process, you must submit a complete Program Application via the Wishlink Site. We will carefully review your application and notify you of its acceptance or rejection. We reserve the right to reject any application at our sole discretion, including cases where we determine that your profile is unsuitable. Unsuitable profile include, but are not limited to, those that:

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• Utilize commissionable links or coupon codes on illegal audio or video download websites.
• Promote sexually explicit materials.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Promote illegal activities.
• Incorporate any trademark of Wishlink, or a variant or misspelling of a trademark of Wishlink, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking website.
• Otherwise violate intellectual property rights.
• Impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others.
• involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails — “spam”

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Please also note that you are prohibited from purchasing products through the links on your profile for personal use, resale, or any form of commercial use. This includes orders placed for customers or on behalf of customers, as well as orders for products intended for your own use, your friends, relatives, or associates. By participating in the Program, you agree not to engage in any such prohibited activities.

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In the event that your application is rejected, you are welcome to reapply to the Program at any time. Additionally, if we accept your application and subsequently determine (at our sole discretion) that your profile is unsuitable for the Program, we may terminate this Agreement with immediate effect, with or without prior notice, as deemed appropriate at Wishlink's sole discretion. Participation in the Program is limited to parties who are legally capable of entering into and forming contracts under applicable law. For example, minors are not permitted to participate in the Program. "Minors" refer to individuals who have not reached the age of majority as determined by the laws of India. In Indian law, the age of majority is typically considered to be 18 years

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3. Display of Product Links

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Once you have received notification of acceptance into the Program, and subject to the conditions outlined in clause 2 of these Terms and Conditions, you are authorized to display "Product Links" on your profile. Product Links are links to the Brand websitethat you place on your profile in accordance with the guidelines set forth in this SLA. These Product Links enable accurate tracking, reporting, and accrual of advertising fees.

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We shall not have any obligation to pay you advertisement commission if you fail to properly format the links on your profile as Product Links, including instances where such failure may result in a reduction of advertising fee amounts that would otherwise be payable to you under this Agreement.

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4. Program Requirements

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        4.1    By participating in the Program, you agree to comply with the terms and conditions outlined in this SLA. You further agree to provide us with any information we may request to verify your compliance with this SLA. In the event that we determine you have failed to comply with any requirement or restriction described in this SLA or have otherwise violated its terms, we may, in addition to any other rights or remedies available to us: 

• Withhold any advertisement commission payable to you under this SLA; 

• Close any other accounts you may have or may open in the future, without payment of any advertising fees; 

• Terminate this SLA 

• Take any combination of the above actions.

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        4.2    Moreover, by participating in the Program, you hereby consent to:

• Receiving emails or WhatsApp messages or text messages or calls or notifications from us pertaining to the Program on a periodic basis.

• Monitoring, recording, using, and disclosing information about your profile for the purpose of verifying compliance with this SLA.

• Monitoring, crawling, and otherwise investigating your profile to ensure compliance with this SLA.

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        4.3

                4.3.1    "Qualifying Purchases" refers to eligible purchases made by end users through the use of your commissionable links or coupon codes or promotional efforts. These purchases must meet the following criteria to be considered qualifying:

• The purchase transaction must be successfully completed, including the submission of payment and the fulfillment of all necessary requirements for the purchase.

• The purchase must be directly attributed to your promotional efforts, such as the use of your affiliate links, unique referral codes, or other designated tracking mechanisms provided by Wishlink.

• The purchase must comply with the terms and conditions set forth by Wishlink, including any specific requirements or restrictions outlined for the particular brand or product being promoted.

• Wishlink will determine the eligibility and validity of each purchase as a qualifying purchase based on its own tracking and reporting systems. Any discrepancies or disputes regarding qualifying purchases will be resolved at the sole discretion of Wishlink.
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                4.3.2    In addition to commission on Qualifying Purchases, creators may also be eligible for compensation based on achieving a specified number of impressions and generating traffic on their promotional posts. Impression refers to the total number of times a post or content is displayed to users, regardless of whether  they interact with it or not. The compensation for impressions will be applicable only when the posts achieve a minimum threshold of impressions as specified by Wishlink from time to time. The threshold may vary depending on the specific campaign or brand promotion. 

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        4.4    The Product Links generated by Wishlink are provided for your use in promoting products through the Program. It is important to note that the validity of these Product Links may be subject to certain limitations and conditions.

• The Product Links generated by Wishlink may have an expiration date, after which they may no longer be valid for tracking and attributing qualifying purchases. It is your responsibility to regularly update and replace expired links with active and valid Product Links provided by Wishlink.

• The validity of Product Links also depends on their proper implementation and usage. You must ensure that the Product Links are correctly formatted and placed on your profile or promotional channels as specified by Wishlink. Failure to properly format and implement the links may result in inaccurate tracking and attribution of qualifying purchases.

• Wishlink reserves the right to determine the validity and effectiveness of the Product Links generated. This includes the right to investigate and address any issues related to link functionality, tracking accuracy, or other technical matters that may affect the proper attribution of qualifying purchases.

• Wishlink will make reasonable efforts to communicate any changes or updates regarding the validity and usage of Product Links. It is your responsibility to stay informed about such changes through notifications provided by Wishlink or by regularly reviewing the Wishlink platform or related communications.

        4.5    In the scenario where an end user clicks on the affiliate link provided by you, but the session expires or the link becomes inactive before they complete the purchase, and the end user subsequently directly navigates to the brand site and successfully completes the purchase, Wishlink shall have no obligation or liability for the non-attribution of the qualifying purchase. It is understood that unforeseen circumstances, technical limitations, or other factors may impact the functionality and duration of the affiliate link, and Wishlink shall not be held responsible for any missed attribution or commission in such cases. It is the responsibility of the end user to ensure that the affiliate link is properly utilized and that the purchase is completed within a reasonable time to ensure proper tracking and attribution.

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5. Payouts

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1. Payouts will be processed on a monthly basis for Qualifying Purchases, typically occurring between the 5th and 10th of the month following the month in which the Qualifying Purchases were made. For example, if Qualifying Purchases were made during the month of January, the corresponding payouts would be processed between the 5th and 10th of February. However, please note that this monthly cadence may be subject to change based on when Wishlink receives the funds from Brands.

2. Wishlink reserves the right to exercise complete veto power over the final payouts. In the event that a creator is found engaging in suspicious activities, Wishlink may withhold or refuse to process their payouts without any liability or obligation.

3. Creators who submit an invoice and possess a valid Goods and Services Tax (GST) number shall provide a valid tax invoice to Wishlink. You will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that Wishlink can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:

• Timely issuance of GST compliant invoices;
• making the invoices available to Wishlink;
• depositing applicable taxes on a periodic basis; and
• correctly reporting them to the government under tax laws.

4. Tax Obligation and Indemnification:

• If at any time the credit of taxes is denied or the payment of taxes is sought from Wishlink due to reasons including, but not limited to, the issuance of a deficient invoice, default in tax payment, inappropriate reporting in the filed returns, or non-compliance with applicable laws and regulations by you, you shall indemnify Wishlink against any denied credits, recovered taxes, interest, and penalties imposed on Wishlink.
• If required by applicable Indian Tax Law, Wishlink may deduct or withhold taxes, levies, or similar amounts from the advertising fees payable to you. If you are an Indian resident, the advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. Wishlink will deduct or withhold taxes as per the provisions of the Income Tax Act from any amounts payable to you under this Program.
• For payment processing and tax remittance purposes, Wishlink may periodically request tax information from you.
• In the event that you do not provide the required tax information, we reserve the right, in addition to any other rights or remedies available to us, to keep your fees in abeyance until you provide the necessary tax information or satisfy us that you are not a person from whom we are required to obtain tax information
• If you are not an Indian resident or have not provided us with your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. Furthermore, if you are a non-resident, you agree to provide necessary documentation, as may be required, for Wishlink to fulfill any reporting or obligations pertaining to the advertising fee payable to you.
• If we deduct or withhold taxes from advertising fees payable to you, we will issue the relevant withholding tax certificate, if required under applicable law, as evidence of the tax deposit with the relevant regulatory authorities (for non-residents, this is subject to the availability of relevant documents).
• If you provide us with a nil or reduced withholding tax certificate, we will apply the applicable nil or reduced tax rate as the withholding tax rate on advertising fees payable to you.
• By accepting this SLA, you agree not to pursue any claims against Wishlink or any of its affiliates and hereby waive all such claims, now or in the future, with respect to any taxes deposited by Wishlink with the relevant taxing authority in accordance with this SLA.

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6. Sourcing

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1. Wishlink selectively sources products for a limited number of creators and brands. The availability of sourced products may vary and is subject to Wishlink's discretion.

2. Wishlink reserves the right to update access for any creator without prior information or notice. This includes the ability to grant or revoke sourcing privileges based on various factors, such as performance, compliance with terms, or other relevant considerations.

3. It is important to note that while Wishlink facilitates the sourcing process, the ultimate fulfillment and delivery of orders are the responsibility of the brand. Therefore, Wishlink shall not be held liable for any delays, wrong SKU delivery, misbehaviour of delivery personnel, or any other issues related to order fulfilment.

4. Wishlink holds complete authority to decide which creators and brands to open-sourcing for. The decision to offer sourcing opportunities is made at Wishlink's sole discretion and may be based on factors such as brand requirements, creator performance, or other relevant considerations.

5. All Wishlink-sourced products are subject to the delivery timelines specified by the respective brand. Creators are responsible for returning the products within the designated timelines, as outlined by the brand.

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7. Attribution

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1. Wishlink attribution practices may vary for different sets of brands, and the specific attribution policies are determined through mutual agreement between Wishlink and the Brands involved.

2. Wishlink reserves the right to change attribution policies for any brand without prior notification to creators. In such cases, Wishlink will strive to communicate any changes in attribution practices to creators in a timely manner.

3. Wishlink has implemented a tracking infrastructure that is designed to capture more than 95% of orders. However, due to technological limitations and other factors, it is possible that some orders may not be tracked accurately or may be missed in terms of tracking.

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8. Content

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1. Creators retain 100% ownership and rights to any content posted on their profiles. Wishlink and any brand associated with Wishlink are prohibited from using or utilizing any creator's content without obtaining prior approval from the creator themselves.

2. In the event that content is posted in collaboration with Wishlink's Instagram handles or official channels, Wishlink reserves the right to use that content in the agreed-upon format.

3. Wishlink does not share content rights with any brand or third-party agency. If a brand or agency utilizes any creator's content without proper authorization, Wishlink bears no liability in such instances. Any disputes arising from the unauthorized use of creator content should be resolved directly between the creator and the brand/agency involved.

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9. Brand & Commission

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1. Wishlink onboards brands onto the platform based on their discretion. Wishlink retains the right to determine which brands to list or delist from the platform, exercising complete veto power over such decisions.

2. Wishlink reserves the right to change commission structures for any brand without prior notification to creators. Changes in commission structures may occur based on various factors, such as brand agreements, market dynamics, or other relevant considerations.

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10. Direct Contact with Brand

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1. Non-Interference: As a creator participating in the Program, you agree not to directly contact or engage in any form of communication with the brands associated with Wishlink, including their representatives, employees, or affiliates, without the prior written consent of Wishlink.

2. Communication Channel: All communications, inquiries, or requests regarding the Program, products, or any related matters should be directed through the designated channels provided by Wishlink. These channels may include email or WhatsApp messages, or text messages or calls or notifications, messaging systems within the Wishlink platform, or any other communication methods specified by Wishlink.

3. Violation Consequences: Any violation of this provision may result in immediate termination of your participation in the Program, withholding of advertising fees, or other appropriate actions deemed necessary by Wishlink.

4. Collaboration Requests: If you wish to collaborate with a specific brand or have any specific requests regarding your involvement with a brand, you must submit your requests to Wishlink. Wishlink will evaluate such requests and, at its sole discretion, determine the appropriate course of action.

5. Exception: This clause does not prohibit you from engaging with brands or their representatives through authorized interactions facilitated by Wishlink, such as collaborative campaigns, events, or promotional activities approved by both parties.

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11. Technology and Product

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Wishlink's technology stack is developed both in-house and in collaboration with select third-party providers. While Wishlink strives to maintain a robust and reliable platform, it is possible that errors or technical challenges may arise. Wishlink continually works towards improving its technology and resolving any issues that may occur. Please note that Wishlink shall not be held liable for any challenges or disruptions that may arise due to errors or technical issues, including but not limited to website downtime, system failures, or any other related concerns.

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12. Responsibility & Disclaimer

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1. As a creator, you will be solely responsible for the development, operation, and maintenance of your social media profile/website (‘Profile’)), including all materials that appear on their social media profile. This includes, but is not limited to:

• The technical operation of your profile and all related equipment.
• Ensuring that the display of Product Links on your profile complies with any agreements between you and third parties, including any restrictions or requirements imposed by third-party hosting providers.
• Ensuring the accuracy and appropriateness of all materials posted on your profile, including Product-related materials and information associated with Product Links.
• Ensuring that materials posted on your profile do not violate or infringe upon the rights of any third party, including copyrights, trademarks, privacy, or other personal or proprietary rights.
• Ensuring that materials posted on your site are not libelous or otherwise illegal.

2. We disclaim all liability for these matters. You will indemnify and hold us harmless from all claims, damages, and expenses (including attorneys' fees) arising from the development, operation, maintenance, and contents of your profile.

3. It is important to strictly abide by the terms outlined in Clause 2 of this terms and conditions. Any non-observance of those terms may result in the termination of our association with immediate effect.

4. Adherence to ASCI Guidelines: The content creator acknowledges and agrees that it is their sole responsibility to ensure strict adherence to the guidelines and regulations prescribed by the Advertising Standards Council of India (ASCI) in relation to the creation and dissemination of advertising content.

• No Responsibility for Non-Compliance: Wishlink explicitly disclaims any responsibility for the content creator's failure to comply with ASCI guidelines. The Company shall not be held liable for any consequences arising from non-compliance with ASCI guidelines, including but not limited to regulatory penalties, legal actions, or reputational damage.
• No Financial or Non-Financial Liability: Wishlink shall not be liable for any financial or non-financial losses, damages, claims, or disputes that may arise because of the content creator's actions or content, irrespective of their compliance with ASCI guidelines. This includes, but is not limited to, losses incurred by the brand associated with the content or the content creator themselves.
• Indemnification: The content creator agrees to indemnify and hold Wishlink harmless from any claims, demands, actions, or liabilities (including legal fees) arising from their failure to adhere to ASCI guidelines or any other breaches of these terms and conditions.
• Independent Legal Advice: The content creator is encouraged to seek independent legal advice to ensure compliance with ASCI guidelines and other applicable laws and regulations.

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13. License & Intellectual Proprietary Right

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1. Wishlink grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Wishlink platform and its services, solely for the purpose of participating in the Program and promoting the designated products.

2. The license granted to you is non-transferable, meaning you cannot assign or sublicense your rights to access or use the Wishlink platform to any third party.

3. The license is specifically for the authorized use of promoting the designated products as part of the Program. Any other use of the Wishlink platform or its services is strictly prohibited.

4. Wishlink retains all ownership and intellectual property rights related to the platform, including its design, logos, trademarks, and any other proprietary materials. The limited license does not grant you any rights to the intellectual property of Wishlink.

5. The use of the Wishlink platform and services under the limited license is subject to your compliance with the terms and conditions outlined in the SLA. Failure to comply with the terms may result in the termination of the license.

6. Wishlink reserves the right to revoke or terminate the limited license at any time, with or without cause, at its sole discretion. Upon termination, you must cease all use of the Wishlink platform and its services.

7. You agree not to reverse engineer, decompile, or modify any part of the Wishlink platform or its services, or attempt to derive the source code or underlying structure.

8. If a creator incorporates any copyrighted material, such as music, images, or other content owned by third parties, in their promotional posts or content, both Wishlink and the associated brand shall not be held liable for any copyright infringement or legal claims arising from such usage. It is the sole responsibility of the creator to ensure that they have obtained the necessary permissions or licenses to use copyrighted material in their content. Creators are advised to adhere to copyright laws and regulations and to seek appropriate permissions when using such material to avoid any potential legal consequences. Any disputes or claims related to the usage of copyrighted material shall be the sole responsibility of the creator, and both Wishlink and the brand shall be held harmless in such matters.

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14. Compliance with Laws

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1. Legal Compliance: As a participant in the Program, you are required to comply with all applicable laws, regulations, and industry standards, including but not limited to laws related to advertising, consumer protection, data privacy, intellectual property, and fair competition.

2. Lawful Activities: You agree to engage in lawful activities and refrain from any illegal, fraudulent, deceptive, or unethical practices in connection with your participation in the Program.

3. Third-Party Rights: You must ensure that your activities do not infringe upon the rights of any third party, including copyrights, trademarks, patents, privacy rights, or any other proprietary or personal rights.

4. Content Compliance: You are responsible for ensuring that any content you create, publish, or promote complies with applicable laws and regulations, and does not contain any defamatory, offensive, or unlawful material.

5. Data Protection: If you collect, use, or process personal data as part of your participation in the Program, you must do so in compliance with applicable data protection laws and regulations, including obtaining any necessary consents or permissions.

6. Indemnification: You agree to indemnify and hold Wishlink harmless from any claims, damages, liabilities, costs, or expenses arising out of your non-compliance with laws or any violation of third-party rights.

7. Updates and Changes: Wishlink reserves the right to update or modify the compliance requirements in this clause to reflect changes in laws or regulations. It is your responsibility to review and comply with the updated terms.

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15. MSME

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1. MSME Registration: You agree to promptly inform us on or prior to the execution date of this SLA if you are registered as a Micro, Small, and Medium Enterprise (MSME).

2. MSME Certificate Submission: If you represent yourself as an MSME, you shall promptly provide us with copies of the MSME Certificate that demonstrates your status as an MSME. We will only be obligated to extend the benefits provided under the MSME Law to you upon verification of the submitted MSME Certificate.

3. Intimation of Changes: In the event that your MSME Certificate is cancelled, withdrawn, surrendered, or if you become ineligible to receive MSME benefits under the MSME Law, you undertake to immediately inform us of such changes.

4. Non-Compliance Consequences: If you fail to comply with the requirements outlined in this clause, we may not provide you with the benefits available to MSMEs under the MSME Law. Additionally, you agree to defend, indemnify, and hold us harmless from any claims, losses, damages, costs, expenses, or other liabilities (including attorney's fees) arising from our breach of the MSME Law or any other applicable law.

5. Definitions: For the purposes of this clause:

• "MSME" refers to a micro, small, and medium enterprise registered under the MSME Law.
• "MSME Law" refers to the Micro, Small, and Medium Enterprises Development Act, 2006, or any other applicable law.
• "MSME Certificate" refers to the certificates, registrations, and other documents (including Udyam registration certificate, etc.) issued to you under the MSME Law.

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16. Term and Termination

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1. Term: This agreement shall be effective upon your acceptance of the terms and conditions and shall continue until terminated in accordance with the provisions herein.

2. Termination for Convenience: Either party may terminate this agreement at any time for any reason by providing written notice to the other party.

3. Termination for Breach: In the event of a material breach of the terms and conditions outlined in this agreement, either party may terminate this agreement upon written notice to the breaching party, allowing a reasonable opportunity to cure the breach if possible.

4. Immediate Termination: Notwithstanding the above, Wishlink reserves the right to terminate this agreement immediately without prior notice in the event of a serious breach, such as engaging in fraudulent activities, violating intellectual property rights, or engaging in illegal activities.

5. Effect of Termination: Upon termination, you shall immediately cease all use of Wishlink's platform, promotional materials, and intellectual property rights. Any outstanding obligations or liabilities, including payment obligations and confidentiality provisions, shall survive the termination.

6. Return of Materials: Upon termination, you agree to promptly return or destroy any confidential or proprietary materials provided by Wishlink.

7. Dispute Resolution: In the event of termination, any disputes arising from the termination or this agreement shall be resolved in accordance with the dispute resolution provisions outlined in the SLA.

8. Survival: The clauses pertaining to intellectual property rights, confidentiality, limitation of liability, and any other provisions necessary for their interpretation or enforcement shall survive the termination of this agreement.

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17. Modification

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1. Modification: Wishlink reserves the right to modify or amend any terms and conditions of this agreement at any time, with or without prior notice to you.

2. Notice of Modifications: In the event of any modifications or amendments, Wishlink may provide notice of such changes by email, through the Wishlink platform, or by posting a revised version of the agreement on the Wishlink website.

3. Acceptance of Modifications: Your continued participation in the Program following the notification or posting of modified terms constitutes your acceptance of the updated terms. If you do not agree with the modifications, you have the right to terminate your participation in the Program.

4. Effective Date of Modifications: The modifications shall become effective upon their notification or posting, unless otherwise stated in the notice.

5. Review of Modifications: It is your responsibility to review the modified terms regularly to stay informed of any changes. Wishlink encourages you to review the terms periodically to ensure continued compliance.

6. No Retroactive Application: Modifications will not have a retroactive application and will only apply to activities and transactions occurring after the effective date of the modification.

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18. Confidential Information

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During the course of your participation in the Program, you may have access to certain confidential information belonging to Wishlink, including but not limited to trade secrets, business strategies, financial information, customer data, and other proprietary information ("Confidential Information"). You agree to maintain the confidentiality of all such Confidential Information and to use it solely for the purposes of your participation in the Program.

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You shall not disclose, distribute, or make any unauthorized use of the Confidential Information, except as expressly permitted by this SLA or with the prior written consent of Wishlink. This obligation of confidentiality shall continue even after the termination or expiration of this SLA.

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You understand and acknowledge that the unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to Wishlink, for which monetary damages would be inadequate. Therefore, in the event of any breach or threatened breach of this confidentiality obligation, Wishlink shall be entitled to seek injunctive relief and any other remedies available under applicable law.

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It is important to note that this confidentiality obligation does not apply to information that is publicly available or becomes publicly known without any breach of this Operating Agreement, or to information that you can demonstrate was already rightfully in your possession prior to its disclosure by Wishlink.

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19. Independent Entities/ Non-Agency Relationship

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The relationship between Wishlink and the creators participating in the Program is that of independent entities. Nothing in this agreement creates or implies any partnership, joint venture, agency, employment, or franchise relationship between the parties. The creators shall have no authority to bind or obligate Wishlink in any manner. Each party retains full control and discretion over its own activities and operations. Furthermore, the creators acknowledge that they are not exclusive to Wishlink and may engage in similar or competing activities with other platforms or entities. The rights and obligations set forth in this agreement are solely for the purposes outlined herein and do not extend beyond the scope of the Program.

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20. Limitation of Liability

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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WISHLINK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM OR USE OF THE WISHLINK PLATFORM.

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WISHLINK MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED, REGARDING THE PROGRAM OR THE WISHLINK PLATFORM. THE PROGRAM AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAM AND USE OF THE WISHLINK PLATFORM IS AT YOUR OWN RISK. YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY CONSEQUENCES RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM OR USE OF THE PLATFORM.

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IN NO EVENT SHALL THE TOTAL LIABILITY OF WISHLINK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, EXCEED THE TOTAL AMOUNT OF ADVERTISING FEES PAID TO YOU BY WISHLINK DURING THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

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YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD WISHLINK AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM OR ANY BREACH OF THIS AGREEMENT.

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21. Disclaimers

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THE WISHLINK PLATFORM PROVIDES A PLATFORM FOR THE PROMOTION AND SALE OF PRODUCTS BY BRANDS AND CREATORS, BUT IT DOES NOT ENDORSE OR GUARANTEE THE ACCURACY, RELIABILITY, OR QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PROVIDED BY THE BRANDS OR THIRD PARTIES PARTICIPATING IN THE PROGRAM. ANY STATEMENTS, CLAIMS, OR REPRESENTATIONS MADE BY BRANDS OR THIRD PARTIES ARE THEIR OWN AND DO NOT REFLECT THE VIEWS OR OPINIONS OF WISHLINK. THEREFORE, YOU ACKNOWLEDGE THAT ANY INTERACTIONS OR TRANSACTIONS WITH BRANDS OR THIRD PARTIES ARE SOLELY BETWEEN YOU AND THE RESPECTIVE PARTY, AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH ENGAGEMENTS.

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THE WISHLINK PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES OR CONTENT FOR YOUR CONVENIENCE. HOWEVER, WISHLINK DOES NOT ENDORSE, CONTROL, OR ASSUME ANY RESPONSIBILITY FOR THE CONTENT, PRODUCTS, OR SERVICES PROVIDED BY THESE THIRD PARTIES. YOUR USE OF THIRD-PARTY WEBSITES OR ENGAGEMENT WITH THIRD-PARTY CONTENT IS AT YOUR OWN DISCRETION AND RISK.

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WHILE WISHLINK STRIVES TO PROVIDE ACCURATE AND UP-TO-DATE PRODUCT INFORMATION, WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PRODUCT DESCRIPTIONS, PRICING, OR OTHER INFORMATION PROVIDED ON THE PLATFORM. IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF SUCH INFORMATION BEFORE MAKING ANY PURCHASING DECISIONS.

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THE WISHLINK PLATFORM MAY ALLOW USERS TO SUBMIT CONTENT, REVIEWS, OR COMMENTS. HOWEVER, WISHLINK DOES NOT ENDORSE OR VALIDATE THE ACCURACY, RELIABILITY, OR LEGALITY OF USER-GENERATED CONTENT. USERS ARE SOLELY RESPONSIBLE FOR THEIR OWN CONTENT, AND WISHLINK DISCLAIMS ALL LIABILITY FOR ANY USER-GENERATED CONTENT POSTED ON THE PLATFORM.

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WHILE WE MAKE EFFORTS TO ENSURE THE FUNCTIONALITY AND AVAILABILITY OF THE WISHLINK PLATFORM, WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO THE PLATFORM. TECHNICAL ISSUES, MAINTENANCE ACTIVITIES, OR OTHER FACTORS MAY CAUSE INTERRUPTIONS, DELAYS, OR ERRORS. WISHLINK DISCLAIMS ALL LIABILITY FOR ANY LOSSES OR DAMAGES RESULTING FROM SUCH INTERRUPTIONS OR TECHNICAL ISSUES.

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22. Governing law and Disputes

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This SLA shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Operating Agreement, including its formation, interpretation, performance, or termination, shall be exclusively resolved by the courts of Gurugram.

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Both parties agree to submit to the personal jurisdiction of the courts of Gurugram for the purpose of litigating any such dispute, controversy, or claim. The prevailing party in any such dispute shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with resolving the dispute.

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In the event of a dispute, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. If such negotiations do not result in a resolution within a reasonable period of time, either party may initiate legal proceedings in accordance with the governing law and jurisdiction specified herein.