Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WEAREDETERMINEDTOHAVEANYLIABILITYTOYOUORANYTHIRDPARTY,THE PARTIESAGREETHATOURAGGREGATELIABILITYWILLBELIMITEDTOTHETOTAL COMMISSIONAMOUNTSYOUHAVEACTUALLYEARNEDFORTHERELATEDCUSTOMER TRANSACTIONSINTHETWELVEMONTHPERIODPRECEDINGTHEEVENTGIVINGRISE TOACLAIM. CookieDuration. COOKIESUSEDASPARTHAVEASETDURATION.IFAPOTENTIAL CUSTOMERCLEARSTHEIRCOOKIESDURINGTHISPERIOD,RELAYTOSHALLNOTBE LIABLEFORANYCOMMISSIONSTHATMAYHAVEBEENOWEDTOYOU. General Amendment;NoWaiver.WemayupdateandchangeanypartorallofthisAgreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you by email. The updated Agreement will become effective and binding on the next business day. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. Applicable Law. This Agreement shall be governed by the laws of Delaware, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Delaware, USA. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, noaction, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of
Affiliate Channel Program Agreement (ACPA) Page 9 Page 11