you make an Affiliate Link available); (ii) you will accurately provide all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with RELAYTO’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase RELAYTO products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups. Indemnification Youwill indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Channel Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of any tools provided by RELAYTO,or(e)ouruseoftheAffiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions onuswithout our prior written consent. Disclaimers; Limitations of Liability Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONSORWARRANTIESABOUTTHESUITABILITY,RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACYOFTHERELAYTOPRODUCTS, RELAYTOCONTENTORTHEAffiliateChannelProgramFORANYPURPOSE.APPLICATION PROGRAMMINGINTERFACES(APIs)MAYNOTBEAVAILABLEATALLTIMES.TOTHE EXTENTPERMITTEDBYLAW,THERELAYTOPRODUCTSAREPROVIDED"ASIS" WITHOUTWARRANTYORCONDITIONOFANYKIND.WEDISCLAIMALLWARRANTIES ANDCONDITIONSOFANYKINDWITHREGARDTOTHERELAYTOPRODUCTSAND TOOLSINCLUDINGALLIMPLIEDWARRANTIESORCONDITIONSOFMERCHANTABILITY, FITNESSFORAPARTICULARPURPOSE,TITLEANDNON-INFRINGEMENT. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHERPARTYBELIABLEFORANYINDIRECT,PUNITIVE,ORCONSEQUENTIAL DAMAGES,INCLUDINGLOSTPROFITSORBUSINESSOPPORTUNITIES.
Affiliate Channel Program Agreement (ACPA) Page 8 Page 10