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TangoMe Inc Terms *
Affiliate Program Agreement
Please read carefully the following provisions of this Affiliate Program Agreement (“Agreement”). This is a legal agreement between you and TangoMe, Inc. dba Tango and its affiliates (“Tango”) regarding your participation in Tango Affiliate Program as an affiliate of Tango (“Affiliate”). By submitting an application to join or by participating in Tango Affiliate Program, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS).  
1. Registration. 
a. Tango requires Affiliates to participate in a registration process by submitting a completed registration form which can be found at http://tango.everflowclient.io/affiliate/signup (“Registration Process”). Tango reserves the right, in its sole discretion, to approve, decline or request more information for any registration.
b. Once the Affiliate is registered by Tango, Tango shall provide the Affiliate with variety of graphic and textual links and/or widgets and plug-ins and banners which will establish a direct link between the Affiliate’s Site (as defined below) to Tango’s website and/or app (“Links”). Affiliate will be entitled to display in its website and/or app and/or social media accounts (“Affiliate’s Site”) only those Links provided by Tango or graphic images and text messages expressly approved in advance and in writing by Tango. It is clarified that Tango may modify from time to time any Link provided thereby and in such an event the Affiliate shall only be entitle to display the modified Link. 
c. The Affiliate agrees that Tango is under no obligation to accept the Affiliate to Tango Affiliate Program or to continue the participation of the Affiliate in Tango Affiliate Program and that no Tango Party (as defined below) shall be liable to the Affiliate or to any other party for any limitation, suspension, discontinuance or termination hereof or thereof.
2. Referred Users. 
a. Tango shall process all downloads of the Tango software programs (“Tango Software”) and any use of the services enabled by the Tango Software (“Tango Services”) by each new and unique user referred directly from Affiliate through a Link, which meets the qualifications set forth in Section 3 below (“Referred Users”). It is clarified that Tango reserves the right, at its sole discretion, to reject any download or use by any Referred User or potential Referred User that do not comply with all requirements under this Agreement and/or under Tango’s Terms of Use. 
b. Tango will track any download or use in the Tango Software made by a Referred User which meets the qualifications set forth in Section 3 below (“Qualified Use”) and will make this information available to such Affiliate by e-mail or through Tango’s website on its Affiliate Section.   
3. Qualifications.
Without derogating from any other terms and conditions set forth herein, each Referred User and each Qualified Use must meet the following qualifications:
a. The Affiliate must register by submitting a full and complete registration form using a valid and unique account and billing information.
b. Each Referred User must be a new and unique visitor in the Tango Software which has not already existed in the Tango’s database or tracked through Tango's tracking system prior to visiting through the Affiliate.
c. Each Referred User must make a Qualified Use and provide a valid payment for Tango Services. 
d. At the designated payment date of the Commission Fee as set forth in Section 5.c below, the Referred User to which such Commission Fee is pertaining must be an active and qualified user in the Tango Software and must be in compliance with Tango’s Terms of Use and with all payments obligations towards Tango as of such date, and not being subject to any refund, credit, cancellation, suspension or chargeback (all of the lasts shall be deducted from the Commission Fee as set forth in Section 5.a below).
e. Each Referred User must sign up to Tango Software in a manner which, in Tango’s sole judgment, substantiates that the Referred User was referred for the first time directly from the Affiliate through a Link.
f.In order to be qualified for commission payments, partners and affiliates must have at least three broadcasters or one partner connected to them.
4. Commission. 
a. Subject to the full compliance by the Affiliate with all the terms and conditions of this Agreement, the Affiliate shall be entitled to a commission for 2 years, as specified in the available commission model selected by such Affiliate as part of the Registration Process and approved by Tango (or as shall be separately concluded between such Affiliate and Tango as evidenced by an e-mail notification from Tango to such Affiliate) (“Commission”).
b. The Affiliates may be offered a one-time commission model (such as, CPA, CPS, CPI and CPR) or a revenue share of Tango’s direct proceeds from Qualified Uses or a hybrid model which combines both one-time commissions for the first Qualified Use made by a Referred User plus a certain rate of revenue share for all subsequent Qualified Uses made by such Referred User.
c. Tango reserves the right to change, in its sole discretion, the Commission at any time and/or to agree on special commission model or different rates with certain Affiliates individually. 
5. Payment of Commission Fee. 
a. The commission fee to which the Affiliate is entitled under this Agreement shall be calculated by Tango within 30 days following the end of each month in which such Commission Fee has accrued during the Term of this Agreement. Within the framework of such calculation, Tango shall take into account all Qualified Uses made during the applicable month by any Referred Users who followed the Links from the Affiliate’s Site and eliminate and deduct any Qualified Uses being subject to any refund, credit, cancellation, suspension or chargeback (including any processing costs and expenses incurred by Tango as a result of or in connection with such refund, credit, cancellation, suspension or chargeback), all based on the up-to-date data known to Tango (“Commission Fee”). It is clarified that all aspects of tracking the volume and amount of Qualified Uses processing, including payment processing, refund, credit, cancellation, suspension or chargeback will be on Tango’s responsibility. 
b. Unless otherwise shall be separately concluded between any Affiliate and Tango, in order to receive payments of Commission Fee from Tango, an Affiliate shall be required to register with Payoneer Inc. (“Payoneer”) (or any other payment services provider, as shall be notified by Tango to the Affiliate from time to time at Tango’s sole discretion), join the relevant program pursuant to which Tango can disburse payments to Affiliates and choose a payment method. The Affiliate shall be subject to Payoneer’s policies as well as to policies of any related financial institution and payment gateway providers (which policies may change from time to time at Payoneer’s or such third party’s discretion). The Affiliate agrees to comply with, and the Affiliate’s entitlement to receive the Commission Fee from Tango is conditioned upon such compliance with, all Payoneer’s or such third party’s terms of agreement, as may be applicable.
c. Payment of the Commission Fee to the Affiliate shall be made within 30 days following the end of each month in which such Commission Fee has accrued and subject to receipt by Tango of an invoice from the Affiliate. Unless otherwise shall be separately concluded between any Affiliate and Tango, Payments of Commissions Fees shall be calculated in USD and shall be made by way of transfer each payment to the designated account of each applicable Affiliate in Payoneer. All the fees and/or commissions related to the payment (including Payoneer and Affiliate’s bank commissions and fees) shall be at the exclusive responsibility of the Affiliate.
d. Notwithstanding the foregoing, Commission Fee shall accrue and become payable only when (i) the Affiliate provide all relevant tax information pursuant to Section 6 below; and (ii) the Commission Fee accrued in the applicable month to an amount of at least USD 50.
e. Tango reserves the right to deduct and withhold Commission Fees for new Affiliates (i.e., during the period of 2 months from the registration by Tango of such Affiliates) or Affiliates for which Tango see, in its sole judgement, a potentially fraudulent activity (including but not limited to artificially referring individual who sign up multiple user accounts in Tango Software), in order to determine the legitimacy and cancellation rates of Referred Users. For the avoidance of doubt, the legitimacy of any Referred User shall be determined solely by Tango, in accordance with its procedures and rules (including Tango’s Terms of Use) and at Tango’s sole discretion.   
f. In addition, Tango reserves the right to suspend payment of Commission Fees at any time if it suspects a fraud (including fraudulent referral or referral through illegal means from the Affiliate’s Site to Tango’s website/app), improper activity or a potential breach of any of the provisions of this Agreement or Tango’s Terms of Use by the Affiliate or any Referred User, respectively. Tango also reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, illegal, questionable and terminated download or use in the Tango Software made by a Referred User, and in case no subsequent Commission Fee is payable, the Affiliate will pay Tango the balance of such deductible payment upon Tango’s first demand and against a proper invoice.
g. Following termination of this Agreement, Tango shall calculate the Qualified Uses made, and Commission Fee accrued, as from the date of the preceding calculation until the date of termination hereof. Tango reserves the right to withhold the payment of the final Commission Fee for a reasonable time to ensure that all Qualified Uses are valid and are not subject to any refund, credit, cancellation, suspension or chargeback, as determined by Tango in its sole discretion.
6. Taxes. 
a. The Commission Fee is a gross and final value and is inclusive of any applicable arising out of this Agreement, including but not limited to taxes based on the Affiliate’s income, withholding taxes, duties and any other taxes according to applicable law, which shall be deducted from any payment hereunder. The Affiliate shall bear any and all aforesaid taxes and is responsible for their payment to the applicable tax and governmental authorities. 
b. Tango shall be entitled to deduct and withhold from any Commission Fee payable under this Agreement, such amounts as required under any applicable tax laws. To the extent that amounts are so withheld, they will be treated for all purposes of this Agreement as having been paid by Tango to the Affiliate. The Affiliate is responsible to provide Tango with accurate tax and payment information that is necessary to calculate and pay a Commission Fee to such Affiliate. 
c. The Affiliate shall be solely responsible for informing Tango of changes to its name, e-mail address, contact information, tax identification number, or other personal information that will impact Tango’s ability to issue a valid Commission Fee payment.
7. Obligations Regarding Affiliate’s Site.
a. The Affiliate shall be solely responsible for the development, operation and maintenance of the Affiliate’s Site and for all materials and content appear on such site. 
b. The Affiliate represents and warrants that it is the owner of or have the necessary rights to display all materials and content appear on the Affiliate’s Site and that such materials and content do not and will not (i) infringe, violate, or misappropriate any third-party right, as may now exist or hereafter come into existence, (ii) contain any information that is confidential or proprietary to a third party, (iii) contain  any content deemed hateful, threatening, pornographic, obscene, abusive, racially or ethnically offensive, libelous or defamatory, or any content that encourages conduct that could be considered a criminal offense or bring forth civil liability, (iv) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, (v) likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person, (vi) contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information, (vii) engage or cause others to engage in any form of spamming or improper or malicious clicking, impression or marketing activities, and (viii) violate any law, statute, ordinance, treaty or regulation.  
c. Tango does not and will not endorse any materials and content appear on the Affiliate’s Site and expressly disclaims any and all liability in connection with any such matters. The Affiliate hereby release and discharge the Tango Parties (as defined below) from any and all claims and demands arising out of or relating to any materials and content appear on the Affiliate’s Site.
8. SPAM. 
The Affiliate shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"). Any SMS, push notification or e-mail communication contemplated to be sent will be coordinated in advance and in writing with Tango including methods, dates and amounts to be sent. Tango, in its sole discretion, reserves the right to reject or change any contemplated SMS, push notification or e-mail. The content of any message sent through SMS, push notification or e-mail shall be subject to the provisions of this Section 8 and any applicable law. The Affiliate may send SMSs, push notifications or e-mails containing a Link or any message regarding Tango and approved thereby in advance, only to persons who have been previously contacted and whom consented to receipt such SMSs, push notifications or e-mails containing information regarding Tango. Failure by the Affiliate to comply with the provisions of this Section 8 and any applicable law (including CAN-SPAM Act of 2003), in any manner, will be deemed a material breach of this Agreement by the Affiliate. 
9. FTC’s Endorsement Guides. 
In all public postings and advertising materials related to Tango and/or a Link, the Affiliate will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, which can be found here:
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
In this regard, the Affiliate undertakes to disclose its relationship with Tango clearly and conspicuously on the Affiliate’s Site and maintain such disclosure visible near the Link, wherever it is published.
10. Licenses. 
a. Subject to the restrictions set forth in Section 1.b above and otherwise in this Agreement, Tango grants the Affiliate a personal, limited, non-commercial, non-exclusive, non-sublicensable, non-assignable, non-transferable, freely revocable license to (i) access the Tango Software through the Links solely in accordance with the terms and conditions of this Agreement, and (ii) solely in connection with such Links, to use any Tango's trademarks, trade names, logos, corporate names, whether registered or not (“Tango Trademarks”), provided that such use is restricted to the specific form of Links provided by Tango (or as may be explicitly authorized by Tango) and provided further that such use is intended for the sole purpose of promoting Tango Software in accordance with the terms and conditions of this Agreement. Tango reserves the right to revoke the license granted to the Affiliate at any time, by a written notice to the Affiliate at Tango’s sole discretion, and in any case such license shall be terminated upon termination of this Agreement.
b. The Affiliate represents and warrants that it has all rights necessary to grant, and it hereby grants, to Tango, its licensors and other Tango’s partners a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to exploit and use any Affiliate's trademarks, trade names, logos, corporate names, whether registered or not, as may be from time to time (“Affiliate Trademarks”) for the purpose of promoting and publicizing Tango’s rights hereunder. For clarity, the rights granted by the Affiliate in this Section to Tango include the right to reproduce any of the Affiliate Trademarks for the foregoing purpose on a royalty-free basis and that Tango will have no obligation to pay royalties to the Affiliate or any third party involved in the creation of the Affiliate Trademarks. This license shall be terminated upon the termination of this Agreement. 
11. Ownership. 
The Tango Trademarks are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All ownership rights in the Tango Trademarks belong solely to Tango and its licensors, if any, including all intellectual property rights therein. The Tango Trademarks are licensed, not sold. Title does not pass to the Affiliate. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. Tango hereby expressly reserves all rights in the TANGO TRADEMARKS which are not expressly granted to THE AFFILIATE hereunder.
12. Additional Restrictions. 
The Affiliate shall not (i) copy, modify, adapt, translate into any language, distribute, transfer or create derivative works based on the Tango Software, the Links and/or the Tango Trademarks; (ii) sublicense, sublease, lease, lend, assign, sell, license, distribute, rent, export, re-export or grant other rights in the Tango Software, the Tango Services, the Links and/or the Tango Trademarks and any attempt by the Affiliate to take such action shall be void; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Tango Software, the Tango Services, the Links and/or the Tango Trademarks by any means whatsoever; (v) attempt to hack, destabilize, adapt or otherwise interfere with Tango’s website, Tango Software (or its source code) or any of the Tango Services, or alter another website or app so as to falsely imply that it is affiliated with Tango; (vi) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the Tango Software, the Tango Services, the Links and/or the Tango Trademarks; (vii) use the Links and/or the Tango Trademarks to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism; (viii) use the Links and/or the Tango Trademarks or solicit or induce any potential Referred User to use the Tango Software or the Tango Services in violation of any applicable law or for any illegal or unauthorized purpose; (ix) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to refer potential Referred Users to Tango Software or any of the Tango Services in a manner that sends more request messages to the Tango servers than a human can reasonably produce in the same period of time manually; (x) refer, solicit or induce any Referred User to terminate its use in Tango Software or Tango Services or to register or open an account in any other website or app which compete with Tango’s website or Tango Software; (xi) use any false, misleading, unethical, incentivized or illegal advertising methods to refer potential Referred Users to Tango Software or any of the Tango Services (including brand bidding, brand-related traffic and incentivized traffic); (xii) use any pop-up or pop-under ads or toolbars or other forms of browser hijacker containing a Link or any message regarding Tango. 
13. Affiliate’s Representations and Warrantees. 
The Affiliate represents and warrants that (i) this Agreement has been duly and validly executed and accepted by the Affiliate and constitutes a legal, valid and binding obligation of the Affiliate enforceable against the Affiliate in accordance with its terms; (ii) the execution and performance of this Agreement by the Affiliate will not conflict with or violate any applicable law to which the Affiliate is subject or any agreement or order binding upon the Affiliate; (iii) no consent, approval, or authorization of any governmental authority or any third party is required to be obtained or made by the Affiliate in connection with the execution and performance of this Agreement; (iv) the Affiliate is the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Tango the license to use such trademarks as set forth herein and such grant will not infringe or invade any intellectual property right, right of privacy or publicity, or other personal or proprietary right of any person; (v) the Affiliate who is an individual is at least 18 years old; (vi) the Affiliate acknowledges that the participation of the Affiliate in Tango Affiliate Program is on a non-exclusive basis and that Tango may register any persons or entities to Tango Affiliate Program, in its sole discretion, including persons and entities that are similar to or compete with the Affiliate’s Site or its businesses.  
14. Availability of Tango Software. 
The Affiliate acknowledges that Tango may, without prior notice, stop providing Tango Software, features of Tango Software, and/or any of the Tango Services, to any of the Referred Users or to users generally, or create usage limits for Tango Software or any of the Tango Services. 
15. Confidentiality.
a. All confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) prior to or during the Term of this Agreement including, without limitation, the terms of this Agreement, business and financial information, users lists and pricing and sales information (“Confidential Information“), shall be held by Receiving Party in confidence, and the Receiving Party shall take all reasonable and necessary safeguards (with at least the same level of protection that it affords its own information of similar importance, and not less than reasonable care) to prevent the disclosure of such Confidential Information to third parties. Receiving Party will not use the Confidential Information except in performance of its obligations hereunder or as otherwise expressly permitted in this Agreement. 
b. Notwithstanding anything to the contrary contained herein, (a) Confidential Information shall not include information that: (i) is now or hereafter becomes publicly available through no act or failure to act on the Receiving Party’s part, (ii) the Receiving Party independently knows at the time of receiving such information, (iii) a third party hereafter furnishes to the Receiving Party if, to the Receiving Party’s knowledge, such third party is not breaching any obligation of confidentiality by disclosing such information to the Receiving Party, (iv) the Receiving Party has independently developed without using the Disclosing Party’s Confidential Information, or (v) the Disclosing Party gives explicit written permission to the Receiving Party to disclose; and (b) the Disclosing Party shall be entitled to disclose any such Confidential Information (i) to the extent such disclosure is required under a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a need-to know basis and under confidentiality obligations similar to the above, and (c) as otherwise required by applicable law.
c. In the event of a breach of any of the provisions of this Section 15, the Receiving Party agrees that there may be no adequate remedy at law, and accordingly the Disclosing Party, in addition to any other available legal or equitable remedies, is entitled to seek for an injunctive relief against such breach. 
d. Upon the termination of this Agreement and at the request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all Confidential Information and erase any Confidential Information stored on any electronic device. 
e. The provisions of this Section 15 shall survive any expiration or termination of this Agreement. 
16. No Warranties.
a. Tango Software and Tango Services are provided “AS IS” and “AS AVAILABLE” with no warranties. To the maximum extent permitted by law, the Tango Parties (as defined below) hereby disclaim all warranties, terms, and conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, title, non-infringement, and accuracy of information generated (including tracking of information about Referred Users). 
b. THE TANGO PARTIES DO NOT WARRANT THAT THE TANGO SERVICES OR THE CONTENT DISPLAYED OR TRANSMITTED ON OR THROUGH ANY OF THE TANGO SERVICES, WILL BE UNINTERRUPTED, UP-TO-DATE, COMPLETE OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. THE TANGO PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS FROM THE USE OF, THE TANGO SOFTWARE OR TANGO SERVICES.
17. Harm to Affiliate. 
a. THE AFFILIATE UNDERSTANDS AND AGREES THAT TANGO IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM THAT RESULTS FROM THE AFFILIATE’S REGISTRATION TO THE AFFILAITE PROGRAM OR PARTICIPATION THEREIN.
b. THE AFFILIATE UNDERSTANDS AND AGREES THAT IT DISPLAYS, STORES, VIEWS OR RECEIVES LINKS FROM TANGO AT THE AFFILIATE’S OWN DISCRETION AND RISK AND THAT THE AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM ANY LINK, INCLUDING ANY LOSS OF DATA OR DAMAGE TO THE AFFILIATE’S PROPERTY (INCLUDING THE AFFILIATE’S SITE AND COMPUTER SYSTEM).
18. Indemnification. 
THE AFFILIATE HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, TANGO, ITS LICENSORS, ITS AGENTS, ITS PARTNERS, AND ITS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS (INCLUDING TANGO, COLLECTIVELY THE “TANGO PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, ACTIONS, LOSSES, LIABILITY, DAMAGES AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF (A) ANY VIOLATION OR BREACH BY THE AFFILIATE OF ANY PROVIOSION OF THIS AGREEMENT OR ANY APPLICABLE LAW, RULE OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) ANY VIOLATION BY THE AFFILIATE OF ANY RIGHTS OF ANY THIRD PARTY (INCLUDING OF ANY CLAIM THAT THE AFFILIATE TRADEMARKS OR THE USE THEROF BY TANGO INFRINGE ON ANY TRADEMARK, TRADE NAME, SERVICE MARK, COPYRIGHT, LICENSE, INTELLECTUAL PROPERTY, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY), OR (C) ANY MATERIALS OR CONTENT DISPLAIED OR APPEARED ON THE AFFILIATE’S SITE (OTHER THAN THE LINKS PROVIDED BY TANGO) OR OTHER CLAIMS RELATED TO THE DEVELOPMENT, OPERATION AND MAINTENANCE OF THE AFFILIATE’S SITE. Tango reserves the right, at the Affiliate’s expense, to assume the exclusive defense and control of any matter for which the Affiliate is required to indemnify Tango, and the Affiliate agree to cooperate with Tango’s defense of these claims. The Affiliate agree not to settle any matter without the prior written consent of Tango.
19. Limitations of Liability. 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TANGO PARTIES BE LIABLE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION ANY DAMAGES OR LOSSES  FOR LOST REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS OR DEVICE OR COMPUTER FAILURE OR MALFUNCTIONARISING OUT OF OR IN CONNECTION WITH THE TANGO SOFTWARE AND/OR ANY OF THE TANGO SERVICES, THIS AGREEMENT AND/OR THE AFFILIATE PROGRAM OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF TANGO OR ANY OTHER TANGO PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF.   IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TANGO PARTIES EXCEED THE COMMISSION FEES PAID TO THE AFFILIATE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM.  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to the Affiliate. In such event the liability of the Tango Parties will be limited to the maximum extent possible under applicable law. 
20. Claims. 
THE AFFILIATE AND TANGO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE AFFILIATE PROGRAM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 
21. Termination. 
a. The term of this Agreement between Tango and the Affiliate will commence upon the registration by Tango of such Affiliate and will expire upon the termination hereof by either party in accordance with the terms and conditions of this Agreement (“Term”).
b. Termination by the Affiliate: The Affiliate may terminate this Agreement at any time, for any reason or for no reason, upon a 14 days’ prior written notice.
c. Termination by Tango: Tango may terminate this Agreement at any time, for any reason or for no reason, upon a 14 days’ prior written notice. In addition, Tango may terminate this Agreement, with immediate effect, automatically, without notice to the Affiliate, if Tango believes that the Affiliate is (i) in breach of any of the terms and conditions of this Agreement, (ii) creating problems or legal liabilities (actual or potential), (iii) in negative balance of Commission Fee payable, (iv) infringing a third party’s intellectual property rights, or (v) engaging in any fraudulent, questionable or illegal activities.
d. All the terms and conditions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement, including the provisions of Sections 11 (Ownership), 15 (Confidentiality), 17 (Harm to Affiliate), 18 (Indemnification), 19 (Limitations of liability) and 20 (Claims), shall survive termination or expiration of this Agreement for whatever reason. The provisions of Section 5 (Payment of Commission Fee) shall survive termination or expiration of this Agreement until the payment of the final Commission Fees accrued prior to the date of termination or expiration hereof.
22. Relationship of the Parties. 
This Agreement does not create and shall not be construed as creating an employer-employee relationship between the parties and between a party and the other party’s employees and personnel, nor any agency, joint venture or partnership. Each party hereby acknowledges that: (i) the relationship between the parties hereto is solely that of independent contractors; (ii) a party will have no authority to make or accept any offers or representations on behalf of the other party.
23. Basis of Bargain. 
THE AFFILIATE ACKNOWLEDGES AND AGREES THAT TANGO HAS OFFERED ITS AFFILIATE PROGRAM AND SET ITS PRICES IN RELIANCE UPON THE REPRESENTATIONS WARRANTIES DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE REPRESENTATIONS WARRANTIES DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE AFFILIATE AND TANGO, AND THAT THE REPRESENTATIONS WARRANTIES DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE AFFILIATE AND TANGO. TANGO WOULD NOT BE ABLE TO PROVIDE THE AFFILIATE PROGRAM ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
24. Feedback. 
The Affiliate acknowledges and agrees that any comments, suggestions, or feedback relating to Tango Software or any of Tango Services (“Feedback“) submitted to Tango are gratuitous, unsolicited and without restriction, and shall become the property of Tango. Tango will have exclusive ownership of all rights to the Feedback. Tango will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to the Affiliate or any other person. Tango will not be required to treat any Feedback as confidential. The Affiliate agrees that it does not acquire any right in or to Tango Software or any of Tango Services (or any changes, modifications or corrections thereto) by virtue of any Feedback. The Affiliate acknowledges that it is responsible for whatever material is submitted by it, including its legality, reliability, appropriateness, originality, and copyright.
25. Export. 
Tango Software and Tango Services may only be operated, exported or re-exported in compliance with all applicable laws and export regulations of the United States and the country in which you obtained them. Tango Software and Tango Services are specifically subject to the U.S. Export Administration Regulations; diversion contrary to United States law is prohibited. The Affiliate may not export, directly or indirectly, Tango Software, Tango Services or technical data licensed hereunder or the direct product thereof to any country, individual or entity for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval.
26. U.S. Government Rights. 
All Tango Software, Tango Services and technical data are commercial in nature and developed solely at private expense. The software program and documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the software program and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the Terms and Conditions (as such term is defined under Tango’s Terms of Use) and shall be prohibited except to the extent expressly permitted by the Terms and Conditions (as such term is defined under Tango’s Terms of Use). Any technical data provided that is not covered by the above provisions is deemed to be “technical data-commercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).
27. General.
a. International Affiliates: If the Affiliate is located in the European Union, Asia or any other region with laws or regulations governing personal data collection, use and disclosure that differ from United States laws, then the Affiliate understands and consents to the processing of personal information in the United States.
b. Notices: Tango may provide the Affiliate with notices, including those regarding changes to this Agreement and/or the Commission, by e-mail, or postings on the Tango’s website. Notice will be deemed given twenty-four (24) hours after e-mail is sent, unless Tango is notified that the e-mail address is invalid. Notice posted on the Tango website is deemed given ten (10) days following the initial posting. Tango reserves the right to determine the form and means of providing notifications to the Affiliate.
c. Amendments: Tango reserves the right to amend any of the provisions of this Agreement at any time by publishing the revised version of this Agreement on the Tango’s website or by otherwise providing notice of such amendment pursuant to the notice provisions above. The revised Agreement shall become effective when so published or notified. The Affiliate’s express acceptance or continued participation in Tango Affiliate Program shall constitute the Affiliate’s acceptance to be bound by the revised Agreement.
d. Entire Agreement: This Agreement represent the complete agreement between the Affiliate and Tango and may only be amended as set forth under Amendments above or as otherwise expressly provided therein. If any provision of this Agreement is held to be unenforceable, such provision shall be modified only to the extent necessary to make it enforceable and shall not affect the enforceability or validity of the remaining provisions, which shall remain in full force and effect.
e. Assignment: The Affiliate is not allowed to assign any of the provisions of this Agreement or any rights or obligations thereunder. Any attempted transfer or assignment in violation thereof shall be null and void. Tango is allowed at its sole discretion to assign any of the provisions of this Agreement and any rights thereunder to any third party, without giving of notice.
f. Waiver: The failure of any Tango Party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Tango.
g. Headings: The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
h. Governing Law and Disputes: This Agreement is governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Agreement. Any dispute, claim or controversy arising out of or relating to any of the provisions of this Agreement, or the breach, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of any of the provisions of this Agreement to arbitrate, shall be determined by arbitration.  The arbitration shall be administered by the Judicial Arbitration and Mediation Service (JAMS), and the arbitration shall be conducted with a single arbitrator.  Furthermore, the Affiliate agrees that neither the Affiliate nor Tango will join any claim with the claim of any other person or entity in arbitration; that no claim will be resolved on a class-wide basis; and that neither the Affiliate nor Tango will assert any claim in a representative capacity on behalf of anyone else.  Notwithstanding the foregoing, the Affiliate agrees that Tango shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.  If the Affiliate files an arbitration complaint against Tango, Tango agrees to pay for any portion of the initial filing fee that exceeds USD 1,000; after the initial filing fees, the parties will share the costs of arbitration equally.  The Affiliate agrees not to commence or prosecute any action against any Tango Party other than by filing an arbitration complaint in accordance with this paragraph.  IMPORTANTLY, BY AGREEING TO BE BOUND BY THIS AGREEMENT, THE AFFILIATE IS WAIVING ANY RIGHT THE AFFILIATE HAS TO SEEK RELIEF IN A COURT OF LAW AND ANY RIGHT THE AFFILIATE HAS TO A TRIAL BY JURY.
i. Injunctive Relief: The Affiliate acknowledges that the obligations made hereunder to Tango are of a unique and irreplaceable nature, the loss of which shall irreparably harm Tango and which cannot be replaced by monetary damages alone so that Tango shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by the Affiliate. The Affiliate irrevocably waives all rights to seek injunctive or other equitable relief.
j. Third Party Beneficiaries: This Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party (other than the Tango Parties). 
k. Latest Version of this Agreement: The latest version of this Agreement can be found at https://tango.everflowclient.io/affiliate/signup.
l. Latest Version of Tango’s Terms of Use: The latest version of Tango’s Terms of Use can be found at http://www.tango.me/terms-of-use (“Tango’s Terms of Use”).
m. Severability: If any of the provisions of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions hereof.
Date Last Modified: August 9, 2020.
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