noon Associate Marketing - Terms and Conditions

Welcome to www.noon.com. The owner and operator of the Site is noon (as defined hereinafter) (“we”, “our”, “us”).

These noon Associate Marketing Terms and Conditions (“Associate Marketing Terms”), together with the Legal Documents as amended or modified by us from time to time (collectively, the “Agreement”) are hereby entered into between us and the Person identified by us as owning the Associate Account and accepting the Agreement (“Associate”, “you”, “your”). The Agreement sets out the terms and conditions in adherence to which you shall manage your associate marketing relationship with noon (“Associate Marketing Program”).

By registering for and/ or using the Associate Account, you agree to be bound by this Agreement, including the noon Program Policies which are incorporated by reference.

These Associate Marketing Terms and the Legal Documents are subject to modifications by us at any time. Your continued use of the Site and/ or Associate Links following any such change constitutes your agreement to these Associate Marketing Terms and Legal Documents as so modified.

PLEASE READ THE AGREEMENT AND LEGAL DOCUMENTS CAREFULLY AS THEY AFFECT YOUR RIGHTS AND LIABILITIES. BY REGISTERING FOR AND/ OR USING THE ASSOCIATE ACCOUNT, YOU ACKNOWLEDGE THAT THE AGREEMENT HAS BEEN REVIEWED AND ACCEPTED BY YOU IN ITS ENTIRETY. IF YOU DO NOT ACCEPT THE AGREEMENT IN ITS ENTIRETY OR IF THE AUTHORISED SIGNATORY DOES NOT HAVE THE REQUISITE AUTHORITY TO BIND YOU, THE AGREEMENT MUST NOT BE ACCEPTED AND YOU AND THE AUTHORISED SIGNATORY MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SITE AND SERVICES.

BY CREATING THE ASSOCIATE ACCOUNT AND USING ASSOCIATE LINK YOU WARRANT AND UNDERTAKE THAT YOU HAVE OBTAINED ALL NECESSARY DOCUMENTATION, PERMITS, LICENSES, AUTHORIZATIONS AND CONSENTS TO ACTS AN ASSOCIATE IN EACH RELEVANT JURISDICTION IN ORDER TO OUT THE ACTIVITY OF AFFILIATE MARKETING AND PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT.

Definitions
1.1. Unless defined otherwise in the Agreement, capitalized terms shall have the following meaning:

(a) “Agreement” means	These Associate Marketing Terms along with the Legal Documents as amended or modified by us from time to time.
(b) “Applicable Laws” mean	provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable in the Territory.
(c) “Associate Account”> means	the account created by you on the noon Partners Platform for the purposes of registration for Associate Marketing Program.
(d) “Bonus Commission” mean	such non-standard commission that is in addition to or in certain events an alternative to the Commission earned by an Associate and is earned during the Bonus Events rolled out by noon from time to time.
(e) “Bonus Events” mean	events when an Associate will earn Bonus Commission. These events occur when a Customer, who fulfills the eligibility criteria
(f) “Commission Limitations” mean	Associates’ tags should only be used to benefit from Associates’ Commissions. If we detect that you (and/or a third party acting on your behalf) are attempting to claim commissions from both noon Associates Marketing Program and another program using the same traffic (for example, by manipulating or combining attribution links), we may take action, including withholding Commissions, suspending the Associate Account and/or terminating your participation in the Associates Marketing Program. From time to time, we may impose limits on Associates’ opportunity to earn Commission or Bonus Commission. For the avoidance of doubt (and notwithstanding any time period), noon reserves the right to discontinue or modify all or part of any limitation at any time.
(g) “Commission” means	subject to the limitations described in this Agreement and compliance with the Agreement, we will pay you standard commission income which shall be calculated on the Qualifying Purchase(s) in accordance with the terms of this Agreement.
(h) “Confidential Information” means	the contents of this Agreement, information relating to us, to the Services, Site or the Customers that is not known to the general public, including any information identifying or unique to specific Customers; reports, insights, trade secrets, processes, operations, software, codes, algorithms, style of works, or apparatus, or to the production, sales, shipments, purchases, transfers, identification and/ or bank account details of Customers, inventories, or amount or source of any income, profits, losses, or expenditures and other information about the Services, data derived from the Services; and technical or operational specifications relating to the Services. For the purposes of the Agreement, Customer Personal Data constitutes Confidential Information at all times.
(i) “Customer” means	a person registered on the Site, and/ or the final consumer of the Products and related services, as may be applicable.
(j) “Disqualified Purchase(s)” mean	Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Agreement and Legal Documents, and policies that we may issue from time to time that apply to the Associate Marketing Program. Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Associate Marketing Program: (a) any Product purchased after termination of your Agreement, (b) any Product order where a cancellation, return, or refund has been initiated, (c) any Product purchased by a Customer who is referred to the Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers.
(k) “Effective Date” means	the date on which the Agreement is accepted by the Associate on the Site or the Associate starts participation in the Associate Marketing Program, whichever is earlier.
(l) “Intellectual Property” means	all rights, titles, and interests under any jurisdiction including, in and/ or in relation to (as applicable) any patents, inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, trade dress or get-up, goodwill or to sue for passing off/ unfair competition, designs, software and database (including database rights), codes and algorithm, topography, confidential information rights (including know-how, technology and trade secrets), personal rights (such as moral rights, rights of privacy, and publicity rights) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar rights or forms of protection worldwide.
(m) “Legal Documents” mean	collectively, (i) applicable noon Program Policies, (ii) Terms of Use, and (iii) Privacy Policy available on the Site and as amended or modified by us from time to time.
(n) “noon” means	(i) In the UAE region: Noon E Commerce Owned By Noon AD Holdings One Person Company LLC, a limited liability company registered in the UAE under license number 764928, with its registered office located at Emaar Boulevard Plaza Tower 2, Downtown Dubai, UAE, and includes relevant noon Affiliates; and (j) In the KSA region – Noon E Commerce Solutions One Person Company LLC, a limited liability company registered in KSA under Commercial Registration number 1010703009, with its registered office located at Airport Road, King Khalid
(o) “Noon Affiliates” means	with respect to any entity, any other entity that is directly or indirectly controlled by, in control of or under common control with noon.
(p) “Noon Partners Platform” means	the online portal and tools made available by noon to you, for you to create your Associate Account, receive Associate Link(s) and participate in the Associate Marketing Program.
(q) “Noon Program Policies” mean	the current versions of noon’s program policies which are available on the Site at this uniform resource locator (“URL”): https://support.noon.partners/portal/en/kb/articles/program-policies#Fee_Schedule__other_Finance_Policies. or any other URL, along with any successor or replacement of such policies.
(r) “Onboarding Documents” mean	include: (i) complete name, current address and contact details such as, Affiliate’s email address and phone number; (ii) certified bank details;; (iii) any licenses, permits, authorizations (if applicable); (iv) valid identification documents of the Person; and (v) any other related information we may request from time to time.
(s) “Person” means	any natural person (except a minor under the Applicable Law of the relevant jurisdiction) or a juridical person recognized under the Applicable Law, including a limited liability company, a partnership, foundation and public or private joint stock company.
(t) “Personal Data” means	any data relating to an identified natural person, or a natural person who can be identified, directly or indirectly, through the linking of data, by reference to an identifier such as his name, voice, image, identification number, online identifier, geographical location, or one or more physical, physiological, economic, cultural or social characteristics.
(u) “Privacy Policy” means	the current version of the privacy policy for UAE which is available on the Site at URL: https://www.noon.com/uae-en/privacy-policy/. , and for KSA at URL: https://www.noon.com/saudi-en/privacy-policy., respectively, or any other URL, along with any successor or replacement of such policy.
(v) “Product(s)” mean	any good and/or service that are offered for sale on the Site.
(w) “Qualifying Purchase(s)” means	purchase of a Product made by the Customer when: (a) the purchase is made by clicking on the Associate Link on your Associate Site to the Site; (b) the Product is delivered to and paid for by the Customer; and (c) the purchase is no longer eligible for returns or refunds by noon due to the expiry of time for returns or refunds.
(x) “Services” mean	any or all services provided by us, any relevant noon Affiliates and/or any third parties engaged by us, to you, the terms and conditions of which are further detailed herein and/or in Noon Program Policies, or any other services agreed between us and you in writing from time to time.
(y) “Site” means	the current version of the website and related mobile application available at URL: www.noon.com. or any other URL, along with any successor or replacement of such website and related mobile application.
(z) “Taxes” mean	any and all sales, goods and services, use, excise, premium, import, export, VAT, withholding, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), including but not limited to Zakat or Corporate Tax charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with sale of Products or provision of Service.
(aa) “Terms of Use” mean	the current version of the terms of use for UAE region which is available on the Site at URL: https://www.noon.com/uae-en/terms-of-use/. , and for KSA region at URL: https://www.noon.com/saudi-en/terms-of-use/. or any other URL, along with any successor or replacement of such terms.
(bb) “Territory” means	the United Arab Emirates (“UAE”) & the Kingdom of Saudi Arabia (“KSA”) as applicable.
(cc) “VAT” means	value added tax, shall mean to consumption of taxes or similar as enforced by the regulatory authorities as applicable in the Territory of direct and indirect operations as applicable on the transaction undertaken.

1.2. Interpretation

1. References to clauses are to the clauses of the Agreement. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes any subordinate legislation made under that legislation or legislative provision.
2. Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
3. A reference to writing or written includes fax, registered post and email
4. The terms “we”, “our”, “us” means noon.



ABOUT THE ASSOCIATES PROGRAM




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




2.2. Associate Links will be provided by us and shall be used by you in compliance with this Agreement inter alia to enable proper tracking of the purchases generated through your Associate Site.




2.3. When our Customer clicks on an Associate Link that is validly posted on the Associate Site, and makes a Qualifying Purchase, you would become entitled to a Commission which shall be calculated in accordance with Clause 6 - Commission, Payments & Taxes. Payment of Commission and/ or Bonus Commission shall at all times be subject to the Agreement along with the Legal documents and your satisfactory compliance with the same.




2.4. In order to facilitate your participation in the Associate Marketing Program, we may make available to you certain material in the form of data, images, text, link formats, coupon codes, widgets, links, marketing content, and other tools, application program interfaces, and other information in connection with the Associate Marketing Program (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Site.

REGISTRATION AND COMPLIANCE REQUIREMENTS




3.1. To become an Associate, you must open an Associate Account on the Noon Partners Platform by providing your complete, valid, most recent and accurate Onboarding Documents and other required information in your application. Your registration may not be accepted if you do not provide us with the required information. noon reserves the right to decline any registration without further explanation and also reserves the right to undertake such checks as are necessary to verify your identity. We will evaluate your application and notify you of its acceptance or rejection. If your application is rejected, you may reapply after addressing any stated concerns.




3.2. You shall notify us of any changes to the information contained in the Onboarding Documents and any other information provided to us. Failure in doing so may result in cancellation of registration, delayed or no payments and any other action that noon may otherwise be entitled to take under law, Legal Documents and/ or this Agreement.




3.3. Your Associate Site must not contain any content that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable for reasons including that, it:

1. contains and/ or encourages sexually explicit, obscene or any other illegal materials or activities
2. contains, endorses and/ or encourages violence, potentially dangerous or harmful acts, activities that are hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age).
3. contains and/ or encourages false, deceptive, libelous or defamatory materials.
4. violates any laws and/ or infringes upon the rights or Intellectual Property of any Person.




3.4. If we determine in our sole discretion that the Associate Site is in violation of clause 3.3 above, then without prejudice to noon’s other rights, noon reserves a right to (i) reject your application, (ii) cancel or suspend your Associate Account with immediate effect, and/ or forfeit all your entitlement under this Agreement.




3.5. You acknowledge and understand that noon has the right to defer or suspend your Associate Account for any reason that it deems fit.




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




3.7. You are obligated to read and shall be bound by the policies and applicable additional terms posted on the Site including the Legal Documents and in particular, take note of 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) cease 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 noon to recover damages in excess of this amount.

OUR OBLIGATIONS




4.1. You agree to promote our Products in a lawful and ethical manner and provide accurate information and content of Products (including description, pictures, specifications, etc.).




4.2. You will comply with any style guides, guidelines and similar rules provided by us from time to time.




4.3. You will only use Associate Links that are 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 in relation thereto.




4.5. You shall comply with all Applicable Laws and shall not engage in misleading advertising, any 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 acts an Associate, carry out the activity of affiliate marketing and perform your obligations under this Agreement and where applicable you shall keep the said licenses, permits and authorizations valid at all times so long as you are acting as an Associate. These documents and information shall be provided to noon immediately on demand, failing which noon may take any action as per clause 3.8 above.




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 Noon Partners Platform access credentials and Associate Account details issued to or generated by you. noon is not obliged to investigate the authorization or credentials of any user who accesses your account using your access credentials. You acknowledge and agree that, unless your access credentials are disclosed by noon to a third party, you are responsible for all activity conducted on your account by any person. If you believe your access credentials have been compromised, you must update them as soon as possible and you should inform noon.




4.9. You acknowledge and agree that our Customers are not, by virtue of your participation in the Associate Marketing Program, your customers. As 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 those Customers who make purchases through Associate Links and may be changed at any time. You will not handle or address any contacts with any of our Customers, and, if contacted by any of our Customers for a matter relating to interaction with the Site, you will direct all those Customers to follow contact directions on the Site. You agree that you have no authority to enter into contractual obligations on behalf of noon.




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




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

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS




5.1. You represent and warrant that:

1. you will participate in the Associate Marketing Program and operate your Associate Site in accordance with this Agreement and with utmost integrity
2. you shall not engage in any activity that damages the reputation of noon, including defamatory or misleading statements,
3. neither your participation in the Associate Marketing Program nor 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 that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing)
4. you are lawfully able to enter into contracts and form legally binding contracts under Applicable Laws (you are not a minor in age and/or otherwise legally prevented from contracting) and hold all necessary permits, licenses, and authorizations required to participate in Associate Marketing Program and/or perform any action under this Agreement
5. 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.
6. you shall not use any software applications that mislead Customers, intercept searches, or redirect traffic inappropriately.



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

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 noon on the Associate Account from time to time. We reserve the right to modify the 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 noon 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 accurate tracking of Customer purchases. If tracking is disrupted due to technical failures, noon will not be (and you agree not to hold noon liable) liable for untracked purchases/commissions.




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




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




6.8. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same 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 the purposes of our internal tracking, and creating and distributing to you our reports summarizing Commission and Bonus Commission earned by you during that month. You can verify the 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 be required to create an account for you with our third-party payment processors, including 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 to engage in deceptive, fraudulent, suspicious, or illegal activity, or to repeatedly violate this Agreement, then 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 that may be 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 the tax authorities in a timely and complete manner.




6.14. Without prejudice to our other rights and remedies, you acknowledge our right to:

1. withhold all and any amounts owing to you and to recover from such amounts all losses or damages suffered by us, Customer or any third party.
2. To suspend the Associate Account or terminate your access to the Associate Account. 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 the tax authorities in a timely and complete manner, including, keeping any 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 achieves the thresholds prescribed by the applicable tax laws. Upon receiving the relevant certificate and documents from the tax authorities, including VAT registration certificates, you undertake to update the Noon Partners Platform immediately.




6.16. You, as an Associate, agree that your performance under the Agreement will be in full compliance 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 the country of operation.




6.17. Associate shall cooperate with noon in obtaining any documentation required under applicable tax law or regulation in relation to the payments under this Agreement.




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




6.19. Associate shall bear full responsibility for the declaration and payment of all taxes imposed by relevant authorities to us under the terms of this Agreement, including but not limited to, VAT, sales tax, service tax, and any other tax liabilities that arise because of the commercial transactions as 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 in which 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 the amounts payable to the Associate and provide the Associate with the necessary tax documentation evidencing the withholding.

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




7.3. You can provide termination notice by logging into your Associate Account on the Noon 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 aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or 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 Noon Partners Platform, indicating the reason and any options to appeal, 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 of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or returns).




7.7. On termination of this Agreement, all related rights and obligations of the parties under the Agreement immediately terminate, including any and all licenses granted in connection with this Agreement, except that 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 the Associate Marketing Terms, along with any other clauses which by their very nature shall survive, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.




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

INTELLECTUAL PROPERTY




8.1 Associate is, for the limited duration of this Agreement, 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 only, 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 noon.




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




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 to be a material breach of the Agreement and an infringement of the rights of noon and/ or other data subjects under Applicable Law.

DISCLAIMERS




9.1. The Site, Associate Marketing Program, any products or services offered on the Site, all the Program Content, noon’s domain names, functions, materials, information made available or provided by us or on our behalf, in connection with the Associate Marketing Program, are “as-is” and “as available”. To the fullest extent permissible by law, we disclaim.

1. 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.
2. implied warranties arising out of course of dealing, course of performance, or usage of trade. and 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.

ROLE AS A MARKETPLACE




10.1. Associate acknowledges and agrees that:

1. It is not party to any contract of sale between noon and Customers.
2. It is not involved in any transaction between Customer and noon in any way
3. It is not the agent for any Customer or noon.
4. noon does not confirm the identity of all Site users, check their credit worthiness or bona fides, or otherwise vet them, except as may be required by Applicable Law.
5. noon does not check, audit, or monitor all information contained in content on Associate Site.
6. noon does not guarantee any commercial results concerning the use of the Site.




10.2. We do not warrant or represent:

1. the completeness or accuracy of the information published on our Site.
2. that the material on the Site is up to date.
3. that the Site will operate without fault.
4. 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. 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; and 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.

LIMITATION OF LIABILITY




11.1. Nothing in the Agreement shall limit or exclude a party’s liability for:

1. for fraud, including fraudulent misrepresentation.
2. death or personal injury caused by the negligence of that party.
3. any other liability that cannot be limited or excluded under Applicable Law.




11.12. Subject to Clause 11.1, we, our parent company, subsidiaries, Associates, 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.




11.13. Our maximum aggregate liability for any claims under the Agreement, our parent company, subsidiaries and Associates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including reasonable legal fees), whether based on an action or claim in contract, negligence or 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.

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, and you agree to defend, indemnify, and hold us, our 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 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. In our opinion, if 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 noon has been wrongly identified as a defendant in the dispute, you agree to provide all assistance to noon in order for noon to be removed as a defendant in such Claim.




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

CONFIDENTIALITY




13.1. During the course of this Agreement, Associate may receive or gain access to any 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 is 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; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so 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 the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the 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. You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your access to or use of the Site and/or the Associate Marketing Program and 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 obligation of confidentiality is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality 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 that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

AMENDMENTS AND MODIFICATIONS




We reserve the right to change, modify, replace, add, or remove any of the 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.

GOVERNING LAW AND DISPUTE RESOLUTION




The Agreement shall be governed by and construed in accordance with the laws of:

1. UAE as applicable in the Emirate of Dubai, where the purchases or transactions are made or performed in the UAE with the noon Affiliate in UAE. Both parties irrevocably submit to the exclusive jurisdiction of the courts in the emirate of Dubai, UAE for resolution of such disputes.
2. KSA, where the purchases or transactions are made or performed in the KSA with the noon Affiliate in KSA. Both parties irrevocably submit to the exclusive jurisdiction of the courts in the emirate of Riyadh, KSA for resolution of such disputes.

GENERAL




16.1/ Waiver. The failure of either party to enforce, at any time or for any period of time, 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 by 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, under the Agreement 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.




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 of the representations, warranties, covenants, conditions, and provisions in the Agreement are intended to be and are for the sole and exclusive benefit of noon 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. noon will provide any notice to you under the Agreement by posting changes to Noon Partners Platform or by sending an email notification on the email address provided by you on Noon Partners Platform. You must send all notices and other communications relating to us at legal@noon.com. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Noon Partners Platform, as applicable.




16.6. Translations. We may make available translations to 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, 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 (for example, that a particular noon 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, (d) collect data generated by you through your Associate Site in relation to the use of Associate Links, including but not limited to the number of clicks, types of purchases made, 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 the 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.