Affiliate Terms

Welcome to the Affiliate Agreement (the "Agreement") between Yakura (the "Company," "we," "us," or "our") and you, the Affiliate (referred to as "you" or "your"). This Agreement outlines the terms and conditions under which you can participate in our Affiliate Program, enabling you to promote our products and services through various marketing channels in exchange for Affiliate Fees. By registering for and participating in our Affiliate Program, you agree to be bound by the terms set forth in this Agreement.

The Affiliate Program provides a unique opportunity to earn compensation for each sale or qualified action that is generated through your marketing efforts. This Agreement ensures that both you and the Company are clear on your responsibilities and the expectations for participating in the program. We encourage you to read the entire Agreement carefully, as it governs your use of our services, tracking platform, and all related activities.

Your participation in the Affiliate Program signifies your acceptance of this Agreement, and you are agreeing to uphold its terms while promoting our brand and products.

Upon approval into the Affiliate Program, you are granted the right to promote the Company's products and services through your chosen Affiliate Mediums, which may include websites, blogs, social media platforms, email campaigns, and other digital channels. Your participation in the program allows you to earn Affiliate Fees based on successful Transactions generated through your marketing efforts. The Affiliate Fees will be paid to you based on the number of valid transactions or leads attributed to your promotional activities, as tracked through our affiliate platform.

You acknowledge that the Company retains sole discretion in determining which Affiliates are accepted into the program and reserves the right to deny or terminate any Affiliate's participation at its discretion, for any reason. Once accepted, you may engage in the promotion of the Company's products and services, following the guidelines and conditions set forth in this Agreement.

The Company may offer different Affiliate Programs, each with distinct terms and conditions, as part of its broader marketing strategy. When you participate in any of these programs, the specific terms and conditions of each campaign will be outlined in the agreement documents relevant to that program. These terms will govern your participation and the earning structure for each program, including qualifying criteria and compensation. The Company reserves the right to modify, suspend, or terminate any program at its discretion, with or without prior notice to you.

In addition, the Company may post from time to time an electronic order ("Program Terms") through its platform, which will set forth the specific terms and conditions for the relevant Affiliate Program. These Program Terms will include details about the transaction requirements, Affiliate Fees, qualifying parameters, and any applicable spend limits or caps on the amount of Affiliate Fees that can be earned. Once you accept the Program Terms, they become legally binding upon you, and both you and the Company are bound by their provisions.

Furthermore, the Company grants you a non-exclusive, revocable license to use its intellectual property solely for the purpose of promoting the Company's products and services within the scope of the Affiliate Program. This license is contingent upon your adherence to the terms of this Agreement and any specific terms outlined for each individual program. The Company reserves the right to withdraw this license at any time if you fail to comply with the terms set forth in this Agreement or in any related program documents.

If you are approved to participate in an Affiliate Program, you may use tracking links and other marketing materials provided by the Company, but must refrain from altering these materials in any way without explicit written consent from the Company. It is your responsibility to ensure the accuracy of all promotional efforts and to comply with all applicable advertising regulations while engaging in any promotional activities under the program.

Should you wish to opt out of any program or if the Company deems your participation to be in violation of any of the terms of this Agreement, your access to the Affiliate Program will be revoked, and any outstanding Affiliate Fees will be paid in accordance with the terms provided herein, subject to the Company's final determination of valid Transactions.

To participate in the Affiliate Program, you must first complete the registration process, providing accurate and complete information as required by the Company. This includes, but is not limited to, providing valid contact details, tax identification information, and a detailed description of the Affiliate Mediums you intend to use for promoting the Company's products and services. By submitting your application, you affirm that all information provided is truthful, accurate, and up to date. You agree to notify the Company of any changes to your registration information promptly, to ensure continued eligibility for the Affiliate Program.

As an Affiliate, you must comply with all applicable laws and regulations in the territories where you operate. This includes adhering to rules surrounding advertising, marketing, and data protection, such as the General Data Protection Regulation (GDPR) for European Union residents, the CAN-SPAM Act for email marketing in the United States, and any other relevant legal frameworks governing your activities. Additionally, you must not engage in deceptive or misleading practices, including false or exaggerated claims regarding the Company's products or services, or any promotional activities that could damage the Company's reputation.

You are restricted from creating multiple accounts under the Affiliate Program. Only one account is allowed per individual or entity. If you are found to be using multiple accounts to promote the Company's services or products, or engaging in any form of account manipulation, your participation in the program may be terminated, and any accrued Affiliate Fees may be forfeited.

You agree to only use the marketing materials and tracking links provided by the Company for the purpose of promoting its products and services. You are prohibited from modifying, altering, or misrepresenting the promotional materials in any way unless explicit written consent is provided by the Company. Furthermore, you must not use any marketing techniques or strategies that involve purchasing search engine keywords or domain names similar to or including the Company's trademarks or brand names without prior approval.

Additionally, you are prohibited from using the Company's intellectual property, including logos, trademarks, or branded content, in any unauthorized way. This includes using these materials in your domain name, URLs, or as part of any promotional campaigns without express written consent. Any unauthorized use of the Company's intellectual property may result in the immediate termination of your Affiliate account, and any outstanding payments may be forfeited.

Finally, you agree not to engage in any activities that could be considered unethical, including but not limited to spamming, purchasing products through your own affiliate link, bidding on the Company's trademarks, or promoting the Company's products in any manner that directly competes with the Company's existing marketing or advertising strategies. Any violation of these requirements and restrictions will result in the suspension or termination of your participation in the Affiliate Program and the forfeiture of any accrued Affiliate Fees.

As an Affiliate, you agree to comply with all applicable laws, regulations, and industry standards in your jurisdiction and any jurisdiction where you promote the Company's products and services. This includes, but is not limited to, laws governing advertising, data privacy, intellectual property, consumer protection, and online marketing. You are responsible for ensuring that all of your marketing activities, including the use of your Affiliate Mediums, adhere to these legal obligations and standards.

You shall not engage in any illegal or unethical conduct that could damage the reputation of the Company or violate any applicable laws or regulations. This includes, but is not limited to, spamming, unauthorized use of email lists, violation of the CAN-SPAM Act of 2003 or similar laws in other jurisdictions, deceptive advertising practices, or infringing on any intellectual property rights of third parties. Additionally, you shall ensure that all advertising practices, including the use of tracking technologies such as cookies, comply with applicable laws and regulations, including those relating to consumer consent and data protection.

If the Company notifies you of any potential legal issues related to your promotional activities, you agree to immediately address the issue and take corrective action, including ceasing any non-compliant activities. The Company reserves the right to terminate your participation in the Affiliate Program if your actions violate any applicable laws, or if you fail to take the necessary steps to address legal concerns raised by the Company.

You also agree to cooperate fully with the Company and any regulatory authorities in any investigation or inquiry related to your participation in the Affiliate Program. Should the Company determine, in its sole discretion, that you are in breach of any laws or regulations, the Company reserves the right to suspend or terminate your access to the Affiliate Program and to take any other necessary actions to protect its business and reputation.

In addition to your compliance with applicable laws, you agree to comply with all terms and conditions set forth in this Agreement and any related program documents. The Company will not be liable for any legal costs, penalties, or damages arising from your failure to comply with these legal obligations.

As an Affiliate, you acknowledge and agree that your participation in the Affiliate Program may involve the collection, use, and processing of personal data, including data of customers and potential customers ("Customer Data"). The Company is committed to protecting the privacy and security of Customer Data and ensuring compliance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as well as any other relevant privacy legislation.

You agree that any personal data collected, processed, or transferred in the course of your promotional activities will be handled in strict compliance with applicable data privacy laws. You will not collect or use any personal data from customers or potential customers in a way that violates these laws, and you will take all reasonable steps to ensure the confidentiality and security of Customer Data.

You shall only use Customer Data as strictly necessary for the purposes of the Affiliate Program and as authorized by the Company. Specifically, you may only use the data to promote the Company's products and services and to track transactions or leads generated through your Affiliate Mediums. Any unauthorized use of Customer Data, including the sale, sharing, or transfer of data to third parties without the necessary consent, is strictly prohibited.

You must inform customers, where applicable, about the collection of their personal data and the purpose for which it will be used. This may include providing a privacy policy on your website or other Affiliate Mediums that clearly explains how customer data is collected, used, and stored. The privacy policy should also explain how customers can exercise their rights under applicable data protection laws, such as accessing, correcting, or deleting their personal data.

You agree to immediately notify the Company if you become aware of any data security breach or unauthorized access to Customer Data. In the event of a data breach, you will cooperate fully with the Company and any regulatory authorities to investigate the breach and take any necessary remedial actions.

Furthermore, you acknowledge that the Company may, from time to time, provide additional guidelines or requirements regarding data privacy, and you agree to comply with those guidelines in order to maintain the integrity of the Affiliate Program and protect the privacy of customers.

By participating in the Affiliate Program, you consent to the processing of Customer Data in accordance with this Agreement and the Company's privacy practices. The Company reserves the right to modify its privacy practices as necessary to comply with changes in applicable laws, and you agree to comply with such modifications.

You acknowledge and agree that all intellectual property rights related to the Company's products, services, marketing materials, and the Affiliate Program, including but not limited to trademarks, trade names, logos, patents, copyrights, and other proprietary rights, are owned exclusively by the Company or its licensors. The Company grants you a limited, non-exclusive, non-transferable, revocable license to use its intellectual property solely for the purpose of promoting its products and services within the scope of the Affiliate Program, and in accordance with the terms set forth in this Agreement.

This license is granted for the duration of your participation in the Affiliate Program and is subject to compliance with the terms of this Agreement. You are expressly prohibited from using the Company's intellectual property for any purpose outside the scope of this Agreement, and you agree not to alter, modify, or otherwise misuse any materials provided by the Company in connection with the Affiliate Program.

You agree that you will not claim any ownership or rights in the Company's intellectual property, nor will you attempt to register any of the Company's trademarks, trade names, or other proprietary rights in any jurisdiction. You will not engage in any activities that could harm or tarnish the Company's reputation, or impair its intellectual property rights.

Upon termination of your participation in the Affiliate Program, you agree to immediately cease using any intellectual property belonging to the Company, including but not limited to trademarks, logos, and other marketing materials. All rights granted to you under this Agreement shall terminate, and you shall promptly return or destroy any materials containing the Company's intellectual property in your possession, as requested by the Company.

You acknowledge and agree that any and all materials you create using the Company's intellectual property, including advertising copy, banners, content, and other promotional materials, will remain the property of the Company, and the Company may use, modify, and distribute such materials at its discretion. If you create any content that incorporates the Company's intellectual property, you hereby assign all rights, title, and interest in such content to the Company, including any intellectual property rights.

By participating in the Affiliate Program, you consent to the use of your name, likeness, and promotional materials in connection with the marketing and promotion of the Company's products and services. However, the Company is under no obligation to use any of the materials provided by you.

Upon acceptance into the Affiliate Program, you will be eligible to earn Affiliate Fees based on valid Transactions that occur as a direct result of your marketing efforts. These fees will be calculated according to the terms outlined in the specific Affiliate Program you participate in, and the Affiliate Fees will be based on the number of Transactions or leads attributed to your promotional activities, as tracked through the Company's affiliate platform.

The Company reserves the right to track, validate, and review Transactions, including monitoring data related to your performance within the Affiliate Program. All data related to Transactions and Affiliate Fees ("Program Data") is compiled using the Company's tracking systems and shall be considered final and binding unless you raise an issue within [X] days of the Program Data being made available in the tracking system. If no issue is raised within this time frame, the data will be deemed accurate and accepted by you.

All payments for Affiliate Fees will be processed through the Company's designated payment processor, which may include third-party platforms such as Stripe or PayPal. The Company will make payments in accordance with the payout rate specified in the relevant terms of the Affiliate Program applicable to your participation. If the Company determines that a Transaction has been improperly processed due to issues such as fraud or invalid purchases, the Affiliate Fees associated with that Transaction will not be paid.

The Company may establish a minimum payout threshold, such as $100, meaning that Affiliate Fees will only be paid out when your accumulated fees exceed this amount. If your accumulated Affiliate Fees do not meet the threshold for a given period, no payment will be issued for that period, but the fees will carry over until the threshold is met in future periods. Upon termination of this Agreement, any outstanding, validated Affiliate Fees that meet the threshold will be paid during the next payment cycle.

In the event of a Chargeback, the corresponding Affiliate Fees for the canceled, refunded, or disputed Transaction will be revoked. The Company may establish a specific period during which a Chargeback can be applied, with the default period being [X] days. Any Chargebacks or disputes that arise after a Transaction has been validated will result in the withholding or reversal of Affiliate Fees earned on that Transaction.

If the Company detects fraudulent activity or a breach of this Agreement, including generating fees through improper means or misrepresentation, it reserves the right to withhold payments, reverse commissions, or suspend your participation in the Affiliate Program. If the Company determines that Improper Fees have been generated, you will be notified, and it will be your responsibility to demonstrate that you have not engaged in fraudulent activities. Failure to provide satisfactory evidence within [X] days will result in the termination of your participation in the Affiliate Program and the cancellation of any further payments related to the Improper Fees.

Affiliates are solely responsible for the taxes associated with any payments they receive, including applicable local, state, or federal taxes and any fees associated with processing payments through third-party services. Affiliates must provide any necessary tax documentation, such as a completed W-9 or W-8BEN form, as applicable. The Company may withhold a portion of your payments until the necessary documentation is submitted.

By participating in the Affiliate Program, you agree to the terms outlined in this section and understand that the Company reserves the right to modify the terms and conditions of payment processing, including the Affiliate Fee structure and payment thresholds, at its sole discretion.

Both Parties acknowledge and agree that, during the term of this Agreement and thereafter, they may have access to confidential or proprietary information of the other Party. This information may include, but is not limited to, business plans, marketing strategies, customer data, financial information, trade secrets, intellectual property, and other sensitive information related to the Company's products, services, and business operations ("Confidential Information").

Each Party agrees to treat all Confidential Information with the highest degree of care and confidentiality, and to use such information solely for the purpose of fulfilling its obligations under this Agreement. Neither Party will disclose, share, or make available any Confidential Information to third parties without the prior written consent of the disclosing Party, except as otherwise required by law or as necessary for the performance of this Agreement.

The receiving Party agrees to take all reasonable precautions to protect the confidentiality of the Confidential Information and prevent unauthorized access or use. This includes, but is not limited to, limiting access to the Confidential Information to only those individuals or employees who need access in order to perform their responsibilities under this Agreement.

The obligation of confidentiality does not apply to any information that: (i) is already in the public domain at the time of disclosure or subsequently becomes publicly available through no fault of the receiving Party; (ii) was lawfully in the receiving Party's possession before disclosure by the disclosing Party; (iii) is disclosed with the prior written consent of the disclosing Party; or (iv) is required to be disclosed by law or regulation, provided that the receiving Party gives prompt written notice to the disclosing Party of such requirement in order to allow the disclosing Party to seek protective measures.

Upon the termination of this Agreement, or at any time upon the request of the disclosing Party, the receiving Party agrees to return or destroy all materials containing Confidential Information, including any copies, notes, or extracts thereof, in whatever medium they may be stored. In the event of destruction, the receiving Party shall certify in writing that all Confidential Information has been destroyed in accordance with this provision.

The confidentiality obligations under this Agreement shall survive for a period of 3 years after the termination or expiration of this Agreement, regardless of the reason for termination. The Parties agree that any breach of the confidentiality provisions would cause irreparable harm, and the disclosing Party shall be entitled to seek preliminary and permanent injunctive relief to prevent such breach, in addition to any other remedies available at law or equity.

Upon approval to participate in the Affiliate Program, you are granted the non-exclusive, revocable right to promote the Partner's products and services available through the Company's Platform. You will use various Affiliate Mediums such as websites, blogs, social media platforms, email campaigns, and other digital channels to market these products and services. You agree to promote only those Partner products listed on the Company's Platform, adhering strictly to the marketing materials and guidelines provided by the Company or Partner.

Your promotional efforts must be carried out in a manner that reflects the Company's and Partner's values and brand identity. All marketing activities must be truthful, not misleading, and align with the Company's established standards and applicable legal and regulatory requirements. Specifically, any materials you use for promotion must accurately represent the features, pricing, and capabilities of the Partner products and services, without exaggeration or misrepresentation.

The Company may provide you with a variety of marketing materials, including but not limited to banners, text links, and product descriptions, which you may use to advertise the Partner products. However, you are prohibited from altering, modifying, or creating derivative works from these materials unless you have obtained explicit, written consent from the Company. Additionally, you may not engage in any activities that could potentially confuse or mislead customers, including using the Company's or Partner's intellectual property, such as trademarks or logos, without prior approval.

You are also required to promote the Partner's products only through the channels that have been approved by the Company. This includes following the agreed-upon guidelines for using the marketing materials, as well as avoiding any form of misleading practices, such as targeting irrelevant audiences or using deceptive ad copy that could be interpreted as originating from the Company or its Partner. Furthermore, all paid advertising efforts must comply with search engine marketing policies and must not involve bidding on brand names or keywords related to the Partner's products unless explicitly authorized.

To ensure compliance, the Company reserves the right to review and approve all Affiliate Mediums used for promotion. The Company can refuse or withdraw approval for any promotional material at its discretion, and such actions are not subject to dispute. You also agree to regularly review and update your promotional materials as necessary to ensure they reflect the current, accurate details of the Partner products as listed on the Company's Platform.

Failure to comply with the marketing and promotional guidelines or any restrictions set by the Company may result in the immediate termination of your participation in the Affiliate Program, along with forfeiture of any Affiliate Fees earned through non-compliant activities.

Lastly, while promoting Partner products, you must not engage in activities that could damage the reputation of the Company or its Partner, including but not limited to deceptive advertising or using misleading practices in your promotional strategies. The Company reserves the right to assess and, if necessary, terminate your access to the Affiliate Program if you are found to be engaging in prohibited marketing activities.

The Affiliate agrees to refrain from engaging in any activities that are detrimental to the Company's interests, reputation, or compliance with applicable laws. The following activities are strictly prohibited and may result in immediate termination of the Affiliate's participation in the Affiliate Program, along with the forfeiture of any Affiliate Fees earned or owed:

• Misleading Advertising: The Affiliate shall not engage in deceptive, misleading, or false advertising regarding the Company's products or services. This includes exaggerating the capabilities, benefits, or features of the Company's products, as well as making any claims that cannot be substantiated. The Affiliate must ensure that all advertising is truthful and accurate.
• Unauthorized Use of Marketing Materials: The Affiliate shall not modify, alter, or use the Company's Marketing Materials, including logos, trademarks, or other promotional content, without prior written approval from the Company. Any unauthorized use, including altering the content or using the Company's intellectual property for purposes other than promoting the Company's products, is prohibited.
• Spam and Unsolicited Emails: The Affiliate may not engage in any form of spam, including sending unsolicited emails or messages to individuals or groups who have not opted in to receive marketing communications. This includes sending bulk emails or messages that do not comply with applicable laws, such as the CAN-SPAM Act or similar regulations in other jurisdictions.
• Infringement of Intellectual Property: The Affiliate shall not infringe upon the intellectual property rights of the Company or third parties. This includes using the Company's trademarks, copyrighted materials, or proprietary information in ways that violate copyright, trademark, or patent laws, or in a manner that could lead to confusion with the Company's official site or products.
• Coupon Misuse: The Affiliate may not engage in activities related to coupon or discount codes that the Company has not authorized. This includes promoting unauthorized coupon codes or misrepresenting the terms of any promotions offered by the Company.
• Negative or Defamatory Content: The Affiliate shall not engage in any activities that could damage or defame the reputation of the Company, its products, or its services. This includes posting negative, harmful, or false content about the Company or its competitors, or using derogatory language in any form of promotion or advertising.
• Unapproved Search Engine Advertising: The Affiliate shall not engage in paid search advertising that competes with the Company's marketing efforts. This includes bidding on the Company's name, brand terms, or any other terms that are closely associated with the Company in search engine advertising campaigns, unless expressly authorized by the Company.
• Targeting Irrelevant Audiences: The Affiliate shall not target audiences that are irrelevant to the Company's products or services. This includes targeting individuals who are not part of the intended demographic or customer base for the Company's offerings. Affiliates must ensure their marketing activities align with the Company's audience and marketing strategy.
• Competing Affiliate Networks: The Affiliate shall not promote or participate in any competing affiliate programs or affiliate networks while involved in the Company's Affiliate Program. Affiliates must not engage in activities that conflict with or undermine the Company's Affiliate Program or marketing strategy.
• Fraudulent Activities: The Affiliate shall not engage in any fraudulent activities, including generating sales or leads through dishonest methods or misrepresentations. This includes generating false or inflated traffic, using fraudulent means to increase affiliate commissions, or taking any actions that could be considered fraudulent in nature.
• Manipulating Tracking Systems: The Affiliate may not engage in any actions that attempt to manipulate the tracking systems used to record and report Affiliate Fees, including the use of robots, automated systems, or other deceptive practices to artificially inflate sales, leads, or commissions.
• Unauthorized Data Collection: The Affiliate shall not collect, use, or share any personal data about individuals without their explicit consent, nor shall they engage in activities that violate the Company's privacy policy or applicable data privacy regulations.

Any breach of the prohibitions outlined in this section may result in the immediate suspension or termination of the Affiliate's account, the forfeiture of any earned Affiliate Fees, and possible legal action depending on the nature of the violation. The Company reserves the right to take action against any Affiliate engaging in prohibited activities to protect its brand, intellectual property, and legal rights.

You agree to indemnify, defend, and hold harmless the Company, its affiliates, partners, officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, fines, penalties, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or in connection with:

• Your breach of any provision of this Agreement: This includes but is not limited to violations of the intellectual property rights of the Company or its Partner(s), misrepresentation of products or services, or any other breach of the terms outlined in this Agreement.
• Your promotional activities: Any claim or legal action that arises from your promotional efforts, including but not limited to the content or methods used in marketing, advertising, or promoting the Partner products. This includes any legal violation stemming from the use of misleading or deceptive marketing materials or techniques.
• Any third-party claim arising from your use of the Affiliate Program: Any dispute, claim, or legal proceeding involving a third party, including customers, competitors, or other affiliates, that arises from your actions, omissions, or unauthorized use of the Affiliate Program or any promotional content provided by the Company.
• Any violation of applicable laws: If your promotional activities violate any applicable federal, state, or local laws, regulations, or ordinances, you agree to indemnify the Indemnified Parties from any resulting legal action, fines, or other penalties.
• Your infringement of third-party rights: Any claim, suit, or legal action that arises due to your violation of third-party intellectual property rights, including the unauthorized use of trademarks, copyrights, or other proprietary materials.

In the event of any claim for which you are required to indemnify the Indemnified Parties under this section, the Company shall have the right to control the defense, settlement, or resolution of the claim, at its sole discretion. You agree to cooperate fully with the Company in the defense of any claim or action and provide the necessary support, documents, and access to witnesses as reasonably requested by the Company.

If the Company assumes control of the defense of any such claim, you will be liable for all reasonable costs and expenses incurred by the Company in defending the claim. If the Company decides to settle the claim, you will be required to pay any settlement amount or judgment, including the Company's legal costs and expenses.

You further agree that if you fail to promptly indemnify the Company or the Indemnified Parties for any losses, damages, or legal fees as described herein, the Company may withhold Affiliate Fees or take any other actions deemed necessary to recover such amounts.

This indemnity obligation survives the termination or expiration of this Agreement.

To the fullest extent permitted by applicable law, in no event shall the Company, its affiliates, partners, employees, agents, or licensors (the "Company Parties") be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with your participation in the Affiliate Program, whether in contract, tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages.

In no event shall the aggregate liability of the Company Parties arising out of or related to this Agreement, including the Affiliate Program, exceed the total Affiliate Fees paid or payable to you by the Company under this Agreement during the three (3) months immediately preceding the event giving rise to such liability.

You acknowledge and agree that the limitations of liability set forth in this section are an essential part of the bargain between the parties and that the Company would not enter into this Agreement without these limitations. You further acknowledge that the disclaimers and limitations of liability in this Agreement will apply regardless of whether the underlying cause of action is based on breach of contract, tort, negligence, strict liability, or any other theory of liability.

The Company Parties shall not be liable for any failure or delay in the performance of their obligations under this Agreement due to causes beyond their reasonable control, including but not limited to, acts of God, acts of government, natural disasters, pandemics, civil disturbances, failure of the internet or telecommunications infrastructure, or any other cause outside of their reasonable control.

This limitation of liability section shall survive the termination or expiration of this Agreement and apply even if any remedy provided herein fails of its essential purpose.

Upon approval into the Affiliate Program, either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party. In the event of termination for convenience, any Affiliate Fees owed to you up to the effective termination date will be paid in accordance with the terms of this Agreement. However, if you breach any of the terms or conditions of this Agreement, including, but not limited to, violating intellectual property rights, failing to comply with applicable laws, or engaging in prohibited activities, the Company may terminate this Agreement immediately. In the case of termination for breach, you will forfeit any outstanding Affiliate Fees, and the Company may take any necessary actions to recover damages arising from the breach.

The Company reserves the right to terminate this Agreement immediately, without prior notice, if it determines, in its sole discretion, that your participation in the Affiliate Program poses a risk to the integrity or reputation of the Company or its partners. Such risks may include, but are not limited to, fraudulent activities, violation of advertising regulations, or actions that undermine the Company's business interests. Upon termination, you must immediately cease all promotional activities and remove any and all materials, including tracking links, creative content, and the Company's intellectual property, from your Affiliate Mediums. You will no longer be authorized to use the Company's intellectual property, and all rights granted to you under this Agreement will automatically cease.

Upon termination, the Company will pay any earned Affiliate Fees that were valid and collected up to the date of termination, subject to any withholdings or adjustments in accordance with the terms of this Agreement. However, any Affiliate Fees associated with Transactions that are canceled, returned, or subject to chargebacks will not be paid. Additionally, termination does not affect any rights or obligations accrued prior to the effective date of termination.

Termination notices must be sent in writing via email or other means that provide a receipt of delivery. Any such notice will be effective upon receipt by the recipient. Following termination, the provisions relating to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and any other provisions that, by their nature, are intended to survive termination, will remain in effect.

The relationship between Yakura and Affiliate is that of independent contractors. Nothing in this Agreement shall be construed to create a Affiliateship, joint venture, agency, or employment relationship between the Parties. Each Party is responsible for its own employees, agents, and contractors and shall have no authority to act on behalf of, bind, or otherwise obligate the other Party, except as expressly provided for in this Agreement.

Neither Party shall have the right to control or direct the manner or method by which the other Party performs its obligations under this Agreement. Each Party shall be solely responsible for paying its own taxes, including income taxes, social security, and other statutory obligations arising out of its business activities.

Affiliate acknowledges and agrees that they are not an employee of Yakura and shall not be entitled to any benefits, compensation, or rights provided to Yakura's employees, including but not limited to health insurance, retirement benefits, or any other fringe benefits.

Affiliate further agrees that they will not represent themselves as an employee or agent of Yakura, nor will they have the authority to bind Yakura to any obligations or make representations on behalf of Yakura except as explicitly authorized under this Agreement.

As independent contractors, both Parties understand and agree that their relationship is solely for the purposes of this Agreement and does not create any other legal obligations beyond the scope of this Agreement. Each Party shall maintain control over its respective business activities and personnel, and neither Party shall have the power to control the details or methods by which the other Party carries out its obligations under this Agreement.

If applicable, Affiliate shall be solely responsible for complying with any laws, regulations, or other legal requirements applicable to their business operations, including any licensing or tax requirements, and shall indemnify and hold Yakura harmless from any claims, losses, or liabilities arising out of Affiliate's failure to comply with such laws or regulations.

Neither Party shall be held liable for any failure or delay in the performance of any of its obligations under this Agreement (except for the obligation to pay any amounts due) due to any cause or event beyond its reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, war, terrorism, civil unrest, strikes, labor disputes, governmental actions, pandemics, public health emergencies, or any other event or circumstance that prevents or significantly hinders the performance of such obligations (each, a "Force Majeure Event").

The Party affected by a Force Majeure Event shall promptly notify the other Party of the nature of the event, the expected duration of the delay, and the steps being taken to mitigate the impact. The affected Party shall make reasonable efforts to resume performance as soon as reasonably possible and to minimize the effects of the Force Majeure Event.

If the Force Majeure Event continues for a period of thirty (30) days or more, either Party may terminate this Agreement by providing written notice to the other Party. In such case, neither Party shall be liable for any damages resulting from such termination, but all accrued obligations up to the date of termination shall remain in effect.

For clarity, a Force Majeure Event shall not excuse the obligation of either Party to make payments due under this Agreement.

Any dispute, claim, or controversy arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination, shall be resolved by binding arbitration, in accordance with the rules of the Arbitration Act (Ontario), or any successor legislation, and shall take place in Toronto, Ontario. The arbitration shall be conducted by a single arbitrator appointed by the parties. If the parties cannot agree on an arbitrator within ten (10) days, the arbitrator shall be appointed by the court. The language of arbitration shall be English.

The arbitrator shall have the authority to award damages, but shall not have the authority to award any punitive or consequential damages, except where applicable law provides for such awards. The decision of the arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Each party shall bear its own costs and expenses of arbitration, including legal fees, except for the costs of the arbitrator, which shall be shared equally by the parties unless the arbitrator rules otherwise.

THE PARTIES AGREE THAT ANY DISPUTES SHALL BE RESOLVED INDIVIDUALLY, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION IN RELATION TO THIS AGREEMENT.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding under or in connection with this Agreement shall be subject to the jurisdiction of the courts located in Toronto, Ontario, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.

This Agreement may be amended, modified, or supplemented only through a written document executed by both parties. Any such amendments or modifications shall become effective only upon mutual written consent. The Company reserves the right to modify, change, or amend the terms and conditions of this Agreement at any time, and such modifications will be communicated to you in writing or electronically. If you do not agree with the amendments, you may choose to terminate your participation in the Affiliate Program. Your continued participation in the Program after the amendments have been made constitutes your acceptance of the revised terms and conditions.

Any amendments or modifications made by the Company will supersede the prior version of the Agreement, and all updates will be considered an integral part of this Agreement, governing your continued participation in the Program. It is your responsibility to review the terms of this Agreement periodically to ensure compliance with the most current version. Should any provision of the Agreement be deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.