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Terms and Conditions

Welcome to www.samaalfan.com. The owner and operator of the Site is Aftal Group FZC (as defined below) (“we”, “our”, “us”).

These Aftal Group FZC Associate Marketing Terms and Conditions (“Associate Marketing Terms”), along with the Legal Documents as updated or changed by us periodically (collectively, the “Agreement”), are entered into between us and the individual or entity identified by us as owning the Associate Account and agreeing to this Agreement (“Associate”, “you”, “your”). This Agreement outlines the terms and conditions governing your associate marketing relationship with Aftal Group FZC (“Associate Marketing Program”).

By registering for and/or using the Associate Account, you consent to be bound by this Agreement, which includes the Aftal Group FZC Program Policies incorporated by reference.

These Associate Marketing Terms and the Legal Documents may be modified by us at any time. Your continued use of the Site and/or Associate Links after any such changes indicates your acceptance of these updated Associate Marketing Terms and Legal Documents.

PLEASE READ THE AGREEMENT AND LEGAL DOCUMENTS CAREFULLY AS THEY IMPACT YOUR RIGHTS AND OBLIGATIONS. BY REGISTERING FOR AND/OR USING THE ASSOCIATE ACCOUNT, YOU CONFIRM THAT YOU HAVE REVIEWED AND FULLY ACCEPTED THE AGREEMENT. IF YOU DO NOT ACCEPT THE ENTIRE AGREEMENT, OR IF THE AUTHORIZED SIGNATORY LACKS THE NECESSARY AUTHORITY TO BIND YOU, YOU MUST NOT ACCEPT THE AGREEMENT AND MUST IMMEDIATELY STOP ALL USE OF THE SITE AND SERVICES.

BY CREATING THE ASSOCIATE ACCOUNT AND USING AN ASSOCIATE LINK, YOU WARRANT AND CONFIRM THAT YOU HAVE PROCURED ALL NECESSARY DOCUMENTATION, PERMITS, LICENSES, AUTHORIZATIONS, AND CONSENTS TO ACT AS AN ASSOCIATE IN EACH APPLICABLE JURISDICTION TO CONDUCT AFFILIATE MARKETING ACTIVITIES AND FULFILL YOUR OBLIGATIONS UNDER THIS AGREEMENT.

1. Definitions

1.1. Unless otherwise defined in the Agreement, capitalized terms will have the following meanings:

1.2. Interpretation a. References to clauses are to clauses of this Agreement. A reference to legislation or a legislative provision is to it as amended or re-enacted, including any subordinate legislation made under it. b. Words like “include,” “includes,” “including,” or “in particular” will be construed without limitation and will not limit the meaning of preceding words. c. A reference to writing or written includes fax, registered post, and email. d. The terms “we,” “our,” “us” mean Aftal Group FZC. (Adapted from )

2. ABOUT THE ASSOCIATE MARKETING PROGRAM

2.1. The Associate Marketing Program allows you to monetize your website, social media user-generated content, or online software application (“Associate Site”). You do this by placing links and/or coupon codes on your Associate Site in a special and unique format provided by us (collectively “Associate Link(s)”) that direct to Products or services offered on the Site in the Territory.

2.2. We will provide Associate Links, and you must use them in compliance with this Agreement, among other things, to enable proper tracking of purchases generated through your Associate Site.

2.3. When our Customer clicks on a validly posted Associate Link on the Associate Site and makes a Qualifying Purchase, you become entitled to a Commission. This Commission will be calculated according to Clause 6 – Commission, Payments & Taxes. Payment of Commission and/or Bonus Commission is always subject to this Agreement, the Legal Documents, and your satisfactory compliance with them.

2.4. To help you participate in the Associate Marketing Program, we may provide certain materials like data, images, text, link formats, coupon codes, widgets, links, marketing content, other tools, application program interfaces, and other information (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content related to product offerings on any site other than the Site.

3. REGISTRATION AND COMPLIANCE REQUIREMENTS

3.1. To become an Associate, you must open an Associate Account on the Aftal Group FZC Partners Platform. This requires providing your complete, valid, current, and accurate Onboarding Documents and other necessary information in your application. We may not accept your registration if you fail to provide the required information. Aftal Group FZC reserves the right to decline any registration without explanation and to conduct checks to verify your identity. We will assess your application and inform you of its acceptance or rejection. If rejected, you may reapply after addressing any specified concerns.

3.2. You must notify us of any changes to the information in your Onboarding Documents and any other information provided to us. Failure to do so may lead to registration cancellation, delayed or non-payment, and any other actions Aftal Group FZC may be entitled to take under law, Legal Documents, and/or this Agreement.

3.3. Your Associate Site must not contain content that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. This includes content that: a. Contains and/or encourages sexually explicit, obscene, or any other illegal materials or activities. b. Contains, endorses, and/or encourages violence, potentially dangerous or harmful acts, or activities that are hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (based on race, color, sex, religion, nationality, disability, sexual orientation, or age). c. Contains and/or encourages false, deceptive, libelous, or defamatory materials. d. Violates any laws and/or infringes upon the rights or Intellectual Property of any Person.

3.4. If we, in our sole discretion, determine that your Associate Site violates clause 3.3, then, without limiting Aftal Group FZC’s other rights, Aftal Group FZC reserves the right to (i) reject your application, (ii) cancel or suspend your Associate Account immediately, and/or (iii) forfeit all your entitlements under this Agreement.

3.5. You acknowledge and understand that Aftal Group FZC has the right to defer or suspend your Associate Account for any reason it deems appropriate.

3.6. You must comply with this Agreement and any other guidelines and instructions provided by Aftal Group FZC to participate in the Associate Marketing Program and receive Commission.

3.7. You are obligated to read and will be bound by the policies and applicable additional terms posted on the Site, including the Legal Documents. Pay particular attention to the account eligibility and information requirements for opening an Associate Account and the Associate’s responsibilities when using the Site.

3.8. You acknowledge and agree that if you violate this Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by Applicable Law) stop payment of (and you agree you will not be eligible to receive) any and all Commission and/or Bonus Commission otherwise payable to you under this Agreement, whether or not directly related to such violation, without notice and without prejudice to any right of Aftal Group FZC to recover damages exceeding this amount.

4. YOUR OBLIGATIONS

4.1. You agree to promote our Products lawfully and ethically, providing accurate information and content about Products (including descriptions, pictures, specifications, etc.).

4.2. You will comply with any style guides, guidelines, and similar rules we provide from time to time.

4.3. You will only use Associate Links provided exclusively through the Associate Marketing Program.

4.4. You will be solely responsible for the content on your Associate Site and any third-party claims related to it.

4.5. You shall comply with all Applicable Laws and must not engage in misleading advertising, fraudulent, deceptive, or unethical practices, or other prohibited marketing practices under Applicable Laws.

4.6. You have obtained all necessary documentation, permits, licenses, authorizations, and consents to act as an Associate, conduct affiliate marketing, and perform your obligations under this Agreement. Where applicable, you shall keep these licenses, permits, and authorizations valid as long as you are acting as an Associate. These documents and information must be provided to Aftal Group FZC immediately upon demand, failing which Aftal Group FZC may take action as per clause 3.8.

4.7. You are responsible for maintaining accurate and up-to-date information in your Associate Account.

4.8. You are responsible for maintaining the confidentiality and security of all Aftal Group FZC Partners Platform access credentials and Associate Account details issued to or generated by you. Aftal Group FZC is not obligated to investigate the authorization or credentials of any user accessing your account with your credentials. You acknowledge and agree that, unless your access credentials are disclosed by Aftal Group FZC to a third party, you are responsible for all activity on your account by any person. If you believe your access credentials have been compromised, you must update them as soon as possible and inform Aftal Group FZC.

4.9. You acknowledge and agree that our Customers are not your customers by virtue of your participation in the Associate Marketing Program. Between you and us, all pricing, terms of sale, rules, policies, and guidelines concerning customer orders, customer service, and product sales set forth on the Site will apply to Customers who make purchases through Associate Links and may be changed at any time. You will not handle or address any contacts with our Customers. If contacted by any of our Customers regarding interaction with the Site, you will direct them to follow contact directions on the Site. You agree you have no authority to enter into contractual obligations on behalf of Aftal Group FZC.

4.10. You will not take any action that could reasonably cause confusion to a Customer or any other Person regarding our relationship with you, or as to the Site.

4.11. We shall monitor your participation in the Associate Marketing Program, including content posted on the Associate Site related to our Products, the volume of purchases through your Associate Links, commission earned by you, and review your compliance with this Agreement.

5. REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS

5.1. You represent and warrant that: a. You will participate in the Associate Marketing Program and operate your Associate Site in accordance with this Agreement and with utmost integrity. b. You shall not engage in any activity that damages the reputation of Aftal Group FZC, including defamatory or misleading statements. c. Neither your participation in the Associate Marketing Program nor the operation of your Associate Site will violate any Applicable Laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority with jurisdiction over you (including rules governing communications, data protection, advertising, and marketing). d. You are lawfully able to enter into contracts and form legally binding contracts under Applicable Laws (you are not a minor and/or are not otherwise legally prevented from contracting) and hold all necessary permits, licenses, and authorizations required to participate in the Associate Marketing Program and/or perform any action under this Agreement. e. You will not misrepresent our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. f. You shall not use any software applications that mislead Customers, intercept searches, or redirect traffic inappropriately.

5.2. Aftal Group FZC does not make any representation, warranty, or covenant regarding the amount of traffic, customers, or commission income you can expect at any time in connection with the Associate Program. We will not be liable for any actions you undertake based on your expectations.

6. COMMISSION, PAYMENTS, AND TAXES

6.1. Associates will earn a Commission on Qualifying Purchases of Products made through their unique Associate Links.

6.2. The Commission rate, payment terms, and eligibility criteria will be specified by Aftal Group FZC on the Associate Account from time to time. We reserve the right to modify Commission rates and payment structures at any time with prior notice.

6.3. Excluded Products: Certain Products or categories may be ineligible for commissions. A list of such Products will be provided and updated by Aftal Group FZC on the Associate Account from time to time.

6.4. Returned Products: Commissions will not be paid on Products that are Disqualified Purchases, including those returned or for which a refund is issued to Customers.

6.5. Commission payments depend on the accurate tracking of Customer purchases. If tracking is disrupted due to technical failures, Aftal Group FZC will not be liable (and you agree not to hold Aftal Group FZC liable) for untracked purchases/commissions.

6.6. Commissions will be directly deposited into the bank account you designate once you provide us with the name of your bank, account number, primary account holder’s name as it appears on the account, and other requested identifying information (such as ABA, IBAN, or BIC number, if applicable). Payments will be made monthly, subject to this Agreement.

6.7. Payments made to you under this Clause, reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement of amounts payable under the Agreement.

6.8. If any excess payment has been made to you for any reason, we reserve the right to adjust or offset it against any subsequent commission income payable to you under the Agreement.

6.9. Commission Reporting and Payment: We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for our internal tracking and for creating and distributing reports to you summarizing Commission and Bonus Commission earned by you during that month. You can verify Commission reports through your Associate Account.

6.10. We reserve the right to adjust payments in cases of disputed transactions, fraudulent activity, or system errors.

6.11. To authorize payments to you, we may need to create an account for you with our third-party payment processors. This may include accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby consent to and authorize us to submit your details to such third-party payment processors on your behalf, and we shall not be liable for any damage or loss you may incur as a result.

6.12. If we determine that your account has been used for deceptive, fraudulent, suspicious, or illegal activity, or to repeatedly violate this Agreement, we may, in our sole discretion, permanently withhold any payments to you and terminate your Associate Account.

6.13. You are responsible for any taxes due in connection with your participation in the Associate Marketing Program. You acknowledge and undertake to comply with all Applicable Laws as per your country of operation and the Territory. You will comply with all applicable tax laws in the Territory and fulfill your obligations to tax authorities in a timely and complete manner.

6.14. Without prejudice to our other rights and remedies, you acknowledge our right to: a. Withhold any and all amounts owing to you and recover from such amounts all losses or damages suffered by us, Customers, or any third party. b. Suspend the Associate Account or terminate your access to it. Following suspension or termination of your account and/or your use of the Site, you acknowledge our right to set off against any payments to be made to you an amount determined by us to be adequate to cover chargebacks, refunds, adjustments, or other amounts owed to us, paid or payable to Customers, or any third parties in connection with the Agreement.

6.15. You acknowledge and undertake to comply with all Applicable Laws as per your country of operation and the Territory of operation. You will comply with all applicable tax laws in the Territory, including withholding tax (if applicable), and fulfill your obligations to tax authorities timely and completely. This includes keeping tax registration certificates up to date, keeping non-resident VAT registration certificates (if applicable) in the Territory up to date, and obtaining VAT registration certificates whenever your business revenue meets the thresholds prescribed by applicable tax laws. Upon receiving relevant certificates and documents from tax authorities, including VAT registration certificates, you undertake to update the Aftal Group FZC Partners Platform immediately.

6.16. You, as an Associate, agree that your performance under the Agreement will fully comply with any Applicable Laws relating to anti-bribery and anti-corruption, including the Foreign Account Tax Compliance Act (“FATCA”) and the Common Reporting Standard (“CRS”) regime prevailing in your country of operation.

6.17. The Associate shall cooperate with Aftal Group FZC in obtaining any documentation required under applicable tax law or regulation concerning payments under this Agreement.

6.18. The Associate shall issue separate invoices for all Qualifying Purchases under this Agreement to us and any Aftal Group FZC Affiliates located within the Territory of operation. Such invoices will be prepared and provided to us in a manner that fully complies with Applicable Laws, including tax laws and regulatory requirements of the Territory of operation.

6.19. The Associate shall bear full responsibility for the declaration and payment of all taxes imposed by relevant authorities on us under this Agreement. This includes, but is not limited to, VAT, sales tax, service tax, and any other tax liabilities arising from the commercial transactions stipulated in this Agreement.

6.20. We reserve the right to withhold taxes from payments due to the Associate, under the prevailing tax laws and regulations of the jurisdiction of the Territory of operation where the transaction occurs. This withholding will be executed in compliance with local legislative requirements, as periodically updated or amended by the respective tax authorities. Should any withholding tax obligations arise under Applicable Laws, we will deduct such taxes from amounts payable to the Associate and provide the Associate with necessary tax documentation evidencing the withholding.

7. TERM AND TERMINATION

7.1. The term of the Agreement will commence on the Effective Date and continue until terminated by us or you as provided below (“Term”).

7.2. Either party may terminate this Agreement at any time, with or without cause and liability, by providing seven (7) days’ prior written notice of termination to the other party.

7.3. You can provide a termination notice by logging into your Associate Account on the Aftal Group FZC Partners Platform and selecting the option to close your Associate Account in “Account Settings.”

7.4. We may suspend or terminate your Associate Account immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice (unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce or waive the cure period at our reasonable discretion); (b) your account has been, or our controls identify that it may be used for deceptive, fraudulent, or illegal activity; (c) your use of the Associate Marketing Program has harmed, or our controls identify that it might harm, other associates, sellers, customers, or our legitimate interests; (d) we believe that we may face potential claims or liability in connection with your participation in the Associate Marketing Program; or (e) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Associate Marketing Program.

7.5. We will promptly notify you of any such termination or suspension via email or similar means, including on the Aftal Group FZC Partners Platform, indicating the reason and any options to appeal. This is except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

7.6. We may hold accrued unpaid Commission and/or Bonus Commission income for a reasonable period following termination to ensure the correct amount is paid (e.g., to account for any cancellations or returns).

7.7. Upon termination of this Agreement, all related rights and obligations of the parties under the Agreement immediately terminate. This includes any and all licenses granted in connection with this Agreement. However, the rights and obligations of the parties under Clauses 3, 4, 5, 7, 9, 10, 11, 12, 13, 14, 15, 16.5, and 16.8 of these Associate Marketing Terms, along with any other clauses which by their nature shall survive, will survive the termination of this Agreement. No termination of this Agreement will relieve either party of liability for any breach of, or liability accruing under, this Agreement prior to termination.

7.8. Upon termination of this Agreement, your Associate Account shall be deactivated immediately, and you must cease using all Program Content.

8. INTELLECTUAL PROPERTY

8.1. For the limited duration of this Agreement, the Associate is granted a non-exclusive, non-transferable, non-sublicensable, revocable right to use our Program Content and any other Intellectual Property rights provided by us in connection with the Associate Marketing Program. This use is strictly for the purpose of marketing our products under the Associate Marketing Program in accordance with this Agreement.

8.2. Associates shall not modify or misuse any Intellectual Property belonging to Aftal Group FZC.

8.3. You shall not use, or permit to be used, Aftal Group FZC’s name, trademarks, or logos in any advertisements, promotional literature, or information without the prior written consent of Aftal Group FZC. Where such consent is provided, the use of Aftal Group FZC’s name, trademarks, and logos shall be strictly in accordance with the permission and direction provided by Aftal Group FZC.

8.4. You must not use any automated tool of any type or any other method to scrape data from the Site. Such activity will be considered a material breach of the Agreement and an infringement of the rights of Aftal Group FZC and/or other data subjects under Applicable Law.

9. DISCLAIMERS

9.1. The Site, Associate Marketing Program, any products or services offered on the Site, all Program Content, Aftal Group FZC’s domain names, functions, materials, and information made available or provided by us or on our behalf in connection with the Associate Marketing Program, are provided “as-is” and “as-available”. To the fullest extent permissible by law, we disclaim: a. All warranties and liabilities regarding the Agreement, the Associate Marketing Program, the services, or the transactions contemplated by the Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. b. Implied warranties arising out of course of dealing, course of performance, or usage of trade. c. Any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence.

9.2. We do not warrant that the functions contained on the Site and the Associate Marketing Program will meet your requirements or be available, timely, secure, uninterrupted, or free of any bugs, errors, inaccuracies, viruses, or other malware. We will not be liable for any service interruptions, including system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

10. ROLE AS A PLATFORM (Adapted from “ROLE AS A MARKETPLACE”)

10.1. The Associate acknowledges and agrees that: a. It is not a party to any contract of sale between Aftal Group FZC and Customers. b. It is not involved in any transaction between a Customer and Aftal Group FZC in any way. c. It is not the agent for any Customer or Aftal Group FZC. d. Aftal Group FZC does not confirm the identity of all Site users, check their creditworthiness or bona fides, or otherwise vet them, except as may be required by Applicable Law. e. Aftal Group FZC does not check, audit, or monitor all information contained in content on the Associate Site. f. Aftal Group FZC does not guarantee any commercial results concerning the use of the Site.

10.2. We do not warrant or represent: a. The completeness or accuracy of the information published on our Site. b. That the material on the Site is up to date. c. That the Site will operate without fault. d. That the Site or any service on the Site will remain available.

10.3. Whilst we endeavor to keep the Site safe and secure, we cannot guarantee continuous operation or access to the Site. The Associate acknowledges that we may, from time to time, upgrade features of the Site. We may also, from time to time, change the services to the extent required to comply with any change in Applicable Laws. We reserve the right to discontinue or alter any or all functionalities, at any time in our sole discretion without notice or explanation. The Associate will not be entitled to any compensation or other payment upon the discontinuance or alteration of any services. The parties shall be responsible for any and all transactions completed by the parties under the Agreement prior to the termination or discontinuance of the Site.

11. LIMITATION OF LIABILITY

11.1. Nothing in the Agreement shall limit or exclude a party’s liability for: a. Fraud, including fraudulent misrepresentation. b. Death or personal injury caused by the negligence of that party. c. Any other liability that cannot be limited or excluded under Applicable Law.

11.2. Subject to Clause 11.1, we, our parent company, subsidiaries, Aftal Group FZC Affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors, or licensors will not be liable for any special, indirect, incidental, or consequential damages, loss of profits, loss of data or information, business interruption, or other pecuniary loss. (Adapted from, original clause number 11.12)

11.3. Our maximum aggregate liability for any claims under the Agreement (including for our parent company, subsidiaries, Aftal Group FZC Affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors, or licensors) to you, (including reasonable legal fees), whether based on an action or claim in contract, negligence, breach of statutory duty, or otherwise, arising out of or in relation to the Agreement, shall not exceed the total Commission paid or payable to you under this Agreement in the twelve (12) months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. (Adapted from, original clause number 11.13)

12. INDEMNIFICATION

12.1. To the maximum extent permitted by Applicable Law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your Associate Site (including your use of our Site) or your violation of this Agreement. You agree to defend, indemnify, and hold us, our Aftal Group FZC Affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) (each, a “Claim”) arising from or related to circumstances including: (a) your Associate Site or any materials that appear on it; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Associate Site or any materials that appear on or within your Associate Site; (c) your use of our Site, whether or not such use is authorized by or violates this Agreement or Applicable Law; (d) your violation of any term or condition of this Agreement; (e) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties; or (f) your or your employees’ or contractors’ negligence or willful misconduct.

12.2. If, in our opinion, any Claim might adversely affect us, we may select and appoint legal counsel to represent our interest, and you shall remain responsible for the Claims. We may withhold any amounts payable to you by us or debit your account and/or your credit card with any expense incurred by us in relation to such Claims.

12.3. Where the substance of a Claim relates to a dispute between you and a customer, but Aftal Group FZC has been wrongly identified as a defendant in the dispute, you agree to provide all assistance to Aftal Group FZC for Aftal Group FZC to be removed as a defendant in such Claim.

12.4. Our failure to provide notice regarding a Claim shall not relieve you of any liability that you may have towards us.

13. CONFIDENTIALITY

13.1. During the course of this Agreement, the Associate may receive or gain access to Confidential Information.

13.2. You agree that for the duration of the Agreement and 5 years after termination: (a) all Confidential Information will remain our exclusive property (except for customer Personal Data owned by the respective Customer); (b) you will use Confidential Information only as reasonably necessary for your participation in the Associate Marketing Program as per this Agreement; (c) you will not otherwise disclose Confidential Information to any other person except as required to comply with the law; [cite: 176] (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure not expressly permitted in this Agreement; and (e) you will retain Confidential Information only as long as its use is necessary for participation in the Associate Marketing Program or to fulfill your statutory obligations (e.g., tax) and in all cases will delete such information upon termination or as soon as no longer required for statutory obligations. The foregoing does not restrict your right to share Confidential Information with a governmental entity having jurisdiction over you, provided you limit disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Associate Marketing Program, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

13.3. You will maintain the confidentiality of all Confidential Information we may provide or which you receive from your access to or use of the Site and/or the Associate Marketing Program. You will not release, disclose, use, make available, or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents, or subcontractors on a need-to-know basis only. Excluded from this confidentiality obligation is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third-party source not having a confidentiality obligation to us; (b) becomes publicly known or otherwise ceases to be secret, proprietary, or confidential, except through your breach of the Agreement; (c) is independently developed by you; or (d) is required to be disclosed by a government authority or by law, provided you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

14. AMENDMENTS AND MODIFICATIONS

We reserve the right to change, modify, replace, add, or remove any terms of this Agreement with immediate effect at any time by posting the revised Agreement on the Site. Your continued participation in the Associate Marketing Program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate this Agreement in accordance with Clause 7.

15. GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of: a. The UAE as applicable in the Emirate of Sharjah, where purchases or transactions are made or performed in the UAE with Aftal Group FZC or its UAE-based affiliate. Both parties irrevocably submit to the exclusive jurisdiction of the courts in the Emirate of Sharjah, UAE for the resolution of such disputes.

16. GENERAL

16.1. Waiver: The failure of either party to enforce, at any time or for any period, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

16.2. Force Majeure Event: We will not be liable for any delay or failure to perform any of our obligations under the Agreement due to reasons, events, or other matters beyond our reasonable control.

16.3. Assignment: You may not assign or transfer your rights under the Agreement, in whole or in part, without our prior written consent. We may assign or transfer the Agreement or any or all of its rights or obligations hereunder, in whole or in part, without consent or notification. We shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. [cite: 199]

16.4. Relationship between the Parties: You and we are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. The Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from the Agreement is intended or will be construed to give to any person other than the parties to the Agreement any legal or equitable right, remedy, or claim under or in respect to the Agreement. The Agreement and all representations, warranties, covenants, conditions, and provisions in the Agreement are intended to be and are for the sole and exclusive benefit of Aftal Group FZC and you. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your Associate Site or otherwise, that would contradict anything in this clause.

16.5. Notices: Aftal Group FZC will provide any notice to you under the Agreement by posting changes to the Aftal Group FZC Partners Platform or by sending an email notification to the email address you provided on the Aftal Group FZC Partners Platform. You must send all notices and other communications relating to us to support@samaalfan.com (or legal@aftalgroup.com if a specific legal email is established). We may also communicate with you electronically and in other media, and you consent to such communications. You may change your email addresses and certain other information in the Aftal Group FZC Partners Platform, as applicable.

16.6. Translations: We may make available translations of the Agreement, but the English version will control. To the extent that a translation is required for any reason under Applicable Law, only a translation prepared or arranged by us may be relied upon in any formal proceedings and only with our prior written consent. You agree we may communicate with you in English during the Term.

16.7. We may send communications relating to the Associate Marketing Program from time to time, including but not limited to email, push notifications, and SMS. In addition, we may (a) monitor, record, use, and disclose information about your Associate Site and users of your Associate Site that we obtain in connection with your display of Associate Links and Program Content (e.g., that a particular Aftal Group FZC customer clicked through an Associate Link from your Associate Site before buying a product on the Site), (b) review, monitor, crawl, and otherwise investigate your Associate Site to verify compliance with this Agreement, (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Associate Site as examples of best practices in our educational materials, and (d) collect data generated by you through your Associate Site related to the use of Associate Links, including but not limited to the number of clicks, types of purchases made, and total sales volume attributable to your Associate Site. Any data provided to us or collected by us under this Agreement will be handled in accordance with the Privacy Policy and Applicable Laws.

16.8. If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Associate Marketing Terms and will not affect the validity and enforceability of any remaining provisions. The Agreement represents the entire agreement between the parties with respect to the Associate Marketing Program and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

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