General Terms and Conditions for Vendors and Promoters

YouKey Inc (hereinafter referred to as “YouKey”) operates the sales platform located at www.youkey.lk (the “Sales Platform”), in which end consumers may purchase goods, services, software or other digital goods (“Products”) from Youkey. The Sales Platform also permits third-party advertisers (“Promoters”) to promote a third party vendor’s products. Vendors who offer products and services to end-users are referenced herein as “Vendor.” The program whereby Promoters promote the Products is referenced herein the “Promoter Program.”

The following General Terms and Conditions (the “GTC” or “Agreement”) is a binding agreement between and govern the legal relationship between YouKey on the one hand, and Vendor and Promoters who participate in the Promoter Program on the other. The Vendor or Promoter entering this agreement shall be referenced herein as “Contractual Partner.” By submitting an application, or accessing or participating in the Sales Platform, Contractual Partner confirms that it has read these GTC and expressly consents to all the terms and conditions contained herein and any additional terms and conditions specified on the Sales Platform.

1. Term Termination

This Agreement shall commence on the date that Contractual Partner submits an application and YouKey accepts such application. Contractual Partner must accurately complete the application to become a Promoter or Vendor, as applicable. YouKey may accept or reject applications at its sole discretion for any or no reason.

YouKey may, in its sole and absolute discretion, terminate or change the Promoter Program, revoke Contractual Partner’s access to the Promoter Program, for any or no reason, with or without notice. Contractual Partner may terminate this Agreement upon thirty (30) days’ written notice to YouKey. In the event of termination of this Agreement, Contractual Partner shall immediately cease use of all YouKey services and return all Confidential Information to YouKey, and no further compensation shall be owed to Contractual Partner. Notwithstanding anything herein to the contrary, YouKey may immediately terminate this Agreement without further compensation to Contractual Partner at any time if YouKey determines, in its sole discretion, that Contractual Partner has breached this Agreement, engaged in fraud, or violate any applicable state, federal, or local law, rule, or regulation. Upon termination, Promoter shall immediately cease engaging in the Promotions (as defined herein).

If Contractual Partner violates this Agreement, or if YouKey suspects that Contractual Partner has violated the Agreement, it shall forfeit any unpaid Commissions or other payments otherwise due by YouKey. Failure to comply with this Agreement or suspected non-compliance may result in Commission withholdings, possible legal action, and any other rights or remedies available to YouKey pursuant to this Agreement or otherwise. In addition to any other rights and remedies available to YouKey under this Agreement, or law or equity, YouKey reserves the right to withhold any unpaid Commissions, charge back paid Commissions to Contractual Partner’s account, and deduct Commissions paid to Contractual Partner against future payments if (i) YouKey suspects or determines in its sole discretion that Contractual Partner has breached this Agreement or any applicable law, rule, or regulation; (ii) YouKey receives any complaints about Contractual Partner which YouKey reasonably believes to indicate Contractual Partner’s breach of this Agreement; or (iii) YouKey determines in its sole discretion that Commissions were associated with a breach of this Agreement or applicable law, rule, or regulation. The foregoing shall be used to offset any losses and liabilities to YouKey associated with Contractual Partner’s breach, including YouKey’s attorneys’ fees and costs. Thus, such Commissions may be withheld, deducted, or charged back without regard to whether such Commissions were earned as a result of such breach. If any breach of this Agreement occurs and YouKey determines that the breach has been cured, YouKey may return some or all of such amounts as it deems appropriate in its sole discretion.

Vendor Standards By listing a product for sale on YouKey you understand and agree that you are responsible for complying with all applicable laws and regulations for the products you list for sale, including any required labels and warnings. YouKey assumes no responsibility for the accuracy, labeling, or content of your listings.

2. Representations and Warranties

YouKey and Contractual Partner each represent and warrant that they have full right and authority to enter this Agreement.

Contractual Partner represents and warrants:

It shall fulfill its obligations under this Agreement in compliance with all applicable laws, rules, and regulations.

All Products will comply with all applicable laws, rules, and regulations, will comply with any descriptions or specifications provided by Contractual Partner, shall be fit for the uses for which the Product is normally intended, and will be properly packed and secured in such a manner as to enable it to reach the end-user in good condition.

If Contractual Partner conducts any Promotions (as defined herein), YouKey shall make available to Contractual Partner, via the applicable platform, graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Promotion that Contractual Partner may display on websites owned or controlled by Contractual Partner, in emails sent by Contractual Partner, and in Contractual Partner’s online advertisements. In providing services hereunder, Contractual Partner shall only use the creative materials provided by YouKey or pre-approved by YouKey in writing. Contractual Partner shall not make any changes to the creative materials unless it obtains YouKey’s prior written consent. Without limiting the foregoing, if Contractual Partner creates any creative materials for use in Promotions, it shall obtain YouKey’s prior written consent before using such materials in any Promotion.

It has disclosed to YouKey, prior to executing this Agreement, the existence of any past state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by any state governmental or regulatory body or agency, or any industry regulatory authority against Contractual Partner.

It shall not use deceit or fraud, and shall not engage in or promote any illegal activities of any kind, when performing its obligations under this Agreement. Contractual Partner owns or has the legal right to use and distribute all content, copyrighted material, intellectual property, products, and services displayed on all materials that Contractual Partner uses that YouKey does not provide to Contractual Partner.

It shall comply with the terms, conditions, guidelines, and policies of any third-party services used by Contractual Partner in connection with this Agreement, including but not limited to, email providers, social networking services and ad networks, including without limitation, any terms of service, privacy policy, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, guidelines, or principles and policies, provided that these comply with applicable laws, rules, and regulations.

It shall prominently post and make available to end-users, a privacy policy in compliance with all applicable laws that clearly, conspicuously, and accurately discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with this Agreement and the provision of such personally identifiable information to YouKey.

It shall inform YouKey fully and without delay with respect to any changes to previously approved sales pages, products, or thank-you pages. All advertising claims made about the Products, or on any advertising material where the Products are promoted or Links are located, shall be truthful, non-misleading, and must not be considered deceptive. Contractual Partner must possess substantiation for each such claim and statement. “Substantiation” shall mean documented, competent, and reliable evidence, in writing, to verify the truthfulness and support the factual accuracy of the advertising claims. Advertisements shall not include any express or implied claims about the efficacy of, or generally expected results of using, any Product, unless Contractual Partner possesses substantiation for such claim as required by applicable laws, rules, and regulations. Upon request, Contractual Partner shall supply all substantiation underlying such advertising statements to YouKey

It shall notify YouKey of any complaint received by Contractual Partner regarding any Promotion, Product, or advertisement used in connection with this Agreement within twenty-four (24) hours or receiving such complaint.

If Contractual Partner is a Vendor, it represents and warrants that it is the holder of all rights in the Product and that it is the holder of all rights in marketing materials that supplement the Product, for example product descriptions, product information, customer reviews, images, and other materials from the Vendor.

Contractual Partners shall refrain from the following acts:

• Promoting violence;

• Promoting sexual content;

• Promoting alcohol, tobacco, and medications;

• Promoting any illegal activity including without limitation the promotion of gambling, illegal substances, weapons, counterfeit money, software piracy, phreaking, or hacking;

• Using any websites, emails, advertisements, links, or other media properties created or used to promote, display, or transmit any Products or Promotions that include content that is deceptive or misleading or otherwise fails to comply with applicable state laws, rules, or regulations; not infringe upon the personal rights, patents, trademark, trade name, logo, publicity right, copyright, intellectual property, privacy rights, moral rights, music performance, or any other right of any third party; not contain content that is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, is gratuitous violence, or is in bad taste, at the sole discretion of YouKey;

• Offering incentives, including but not limited to points, rewards, cash, contest entries, and prizes, to consumers in return for their response to the advertisement;

• Appropriating a third party’s name, image, photograph, or likeness in a manner that directly or indirectly implies that such third party endorses the products or services in the Promotions;

• Using fictional testimonials; not spawn malicious, false, or deceptive pop-ups or exit pop-ups; not cloak the IP address; not use surveys of any kind; not generate proxy server traffic; not contain material that defames, misrepresents, abuses, or threatens physical harm to others; not use offer walls of any kind unless authorized by YouKey; not use malware; not serve advertisements, or drive traffic to advertisements, using any adware, spyware, plug-ins, popups, pop-under technologies, or similar downloadable applications;

• Promoting discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age, defamation of any person, including brands and/or brand names or any other contents subject to copyright protection, provided not expressly authorized to do so;

• Infringing upon the intellectual property or personal rights of any third party, (including any variations or incorrect spellings of third-party brands and/or brand names in any domain names, usernames, or other descriptions).

• Brokering the Promotions to any networks or any third parties without the prior written permission of YouKey.

• Using the Promoter Program as a rebate system.

• Engaging in consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming), or other illegal sales activities that violate applicable provisions of law, etc.;

• Breaching third-party property rights;

• False or misleading statements that violate consumer protection rights or competition law.

• For Products promoted by Promoter, no services that exceed the YouKey return or cancellation terms and conditions shall be offered, whether explicitly or implicitly, without the prior written consent of YouKey.

Contractual Partner represents and warrants that it shall not use sub-Promoters, third party Promoters, or its own network, each a “Third Party Promoter” for purposes of this Agreement, without YouKey’s prior written consent. Without limiting the foregoing, Contractual Partner shall not broker Promotions to any Third Party Promoter, or to any directly enrolled Promoters, without YouKey’s prior written permission.

Contractual Partner shall contractually bind, to all terms of this Agreement, all of its Third Party Promoters who perform services under this Agreement. Thus, Contractual Partner shall require and confirm that all Third Party Promoters affirmatively accept, through verifiable means, terms substantively identical to this Agreement prior to obtaining access to the Promotions. If a Third Party Promoter fails to adhere to the requirements set forth herein, in addition to other remedies available to YouKey, Contractual Partner may be terminated at YouKey’s sole discretion, and Contractual Partner shall indemnify YouKey for any resulting third party claims against it.

Contractual Partner shall not permit any party to be a Third Party Promoter whose advertising or business model concerns content or marketing channels prohibited by this Agreement.

Contractual Partner agrees that for the purposes of this Agreement, the acts and omissions of its Third Party Promoters shall be deemed Contractual Partner’s acts and omissions regardless of whether such Third Party Promoters bound themselves to this Agreement or any other agreement. Promoter is responsible for any Third Party Promoter’s breach of this Agreement regardless of whether Third Party Promoters execute this Agreement or any other agreement. Without limiting the foregoing, Contractual Partner shall defend and indemnity YouKey for any act or omission by any Third Party Promoter.

Upon written notice from YouKey, Contractual Partner shall immediately remove any Third Party Promoter from disseminating the Promotions or providing services in connection with this Agreement, and terminate their access to the platform.

Contractual Partner agrees that YouKey is under no obligation to pay a Third Party Promoter. YouKey further reserves the right to withhold or refuse Commissions to Contractual Partner, and charge back or obtain a refund from Contractual Partner for previously paid Commissions, in the event that any of its Third Party Promoters breach this Agreement or the law. If Contractual Partner or Third Party Promoter becomes involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, Contractual Partner shall immediately provide notice to YouKey of such action, investigation, complaint or other proceeding, in which event YouKey may terminate this Agreement immediately and without notice to Contractual Partner.

3. Vendor Product Sales

Vendor shall create an account at the Sales Platform, describe its Product (or, in the dispute of a digital product, upload the Product). Once the end consumer has purchased the Product from the Sales Platform, YouKey shall send the order to Vendor via email or using an interface to the Vendor’s system. YouKey shall pay Vendor a price based upon the sales price of the Product, less YouKey’s fees. Such price shall be specified on the Sales Platform and is subject to change. Vendor shall fulfill the order submitted by end consumer and send the Product to end consumer immediately in accordance with the shipping method selected by the customer and provide the Product in accordance with the Product characteristics and features provided by Vendor. The payment recipient and invoicing party to end consumers shall be YouKey, and the end consumer’s contract for the purchase of the Product shall be concluded between the end consumer and YouKey. Products offered for sale via the Sales Platform shall be subject to the following terms and conditions: Vendor shall comply with applicable laws, rules, and regulations in connection with the Products registered for sale via the Sales Platform and the offer and sale of such Products. Vendor shall provide YouKey with advertising and marketing copy and creative materials that YouKey and Promoters may use to promote Vendor’s Products. Promoters may also create and use other advertising and marketing copy and creative materials to promote Vendor’s Products, subject to all restrictions and limitations contained in this Agreement. Vendor authorizes YouKey to list all products registered by the Vendor for sale via the Sales Platform in a searchable online product marketplace operated by YouKey and to offer them for sale to buyers. At any time, YouKey may, at its own discretion, for any or no reason, with or without notice to the Vendor and without warranty for contractual penalties or liability claims, delete and remove products from the Sales Platform marketplace list. The Vendor must provide a valid email address which YouKey may use to send inquiries that must be answered by the end of the next business day. Vendor shall provide YouKey with a non-automated response within one business day. The Vendor must report to YouKey all complaints based on a violation of terms and conditions or legal violations that become known in relation to a Product within two business days. This reporting obligation also applies to the threat of filing complaints. Vendor shall support YouKey in responding to any complaints by taking any necessary steps and appropriate actions at Vendor’s expense. Vendor shall comply with applicable laws and regulations concerning collection of taxes associated with Product purchases. Vendor shall assume the full responsibility for the timely payment of any taxes due. Vendor shall not provide any false or misleading information about the Products to YouKey, in statements to consumers, or to any other third party. Vendor shall fulfill all incentives or promotions Vendor promises to Promoters. Vendor shall forgo incentives or promotions for Promoters without an express statement that they are exclusively provided by the Vendor and not by YouKey.

4. Vendor Payments

Vendor shall specify a non-binding price recommendation for the net sales price of each Product. Once an end consumer completes a purchase of the corresponding Product, YouKey shall pay Vendor an amount based on the non-binding price recommendation, plus tax due for the specific sale to the end customer (“Sales Price”), less a margin for YouKey pursuant to the then-current YouKey price list or separate agreement with the Vendor in relation to a specific Product (“Vendor Payments”).

Vendor Payments shall be issued to Vendor via the payment method specified at the time Vendor enrolls in the Promoter Program. Vendor Payments shall be issued within 21 days of the end-consumer’s purchase date, or in the time period specified on the Sales Platform or otherwise agreed to by the Parties. Without limiting the foregoing, YouKey reserves the right to extend the period in which it issues refunds to and accepts returns from end-consumers, up to 365 days after the date of purchase, in which dispute Vendor shall not receive Vendor Payments until such refunds and returns are processed by YouKey.

Notwithstanding anything in this Agreement or on the Sales Platform to the contrary, YouKey expressly reserves the right withhold a percentage of Vendor Payments for an additional time period to account for potential or anticipated end-consumer chargebacks, refunds, and returns. YouKey reserves the right to extend the time for disbursement of Vendor Payments if YouKey considers the quantities of a Product sold are low in relation to the Product price. YouKey shall issue Vendor Payments only after a minimum Vendor Payment amount of LKR 1,000 is met. In the event that this minimum amount is not reached, YouKey shall withhold Vendor Payments until the minimum amount is reached. Except as otherwise set forth herein, in the event that this Agreement is terminated prior to reaching the minimum amount, a payment shall be made even if the Vendor Payments accrued are less than LKR 1,000.00, subject to the withholding period specified herein.

In the event that an end-consumer requests a return or refund or initiates a chargeback for the Product, YouKey shall deduct the corresponding amount, including a transaction and chargeback fee, from Vendor Payments for such returns, refunds, or chargebacks. YouKey reserves the right to withhold Vendor Payments in whole or in part if it suspects that Contractual Partner has violated this Agreement, or any applicable law, rule, or regulation, or if Vendor’s Products are suspected or deemed to be defective, or if Vendor offers insufficient Product access or support, as determined by YouKey in its sole discretion.

5. Invoicing/Disbursement rules

YouKey will only state the applicable value added tax in the invoice if the Contractual Partner provides YouKey a valid VAT ID number on a timely basis prior to creation of the invoice. There is no right to a subsequent correction of any invoice. YouKey reserves the right to only make disbursements to Contractual Partners who have provided a valid tax number or VAT ID and a valid telephone number. The Contractual Partner is obliged to inform YouKey of any changes in address, business name or other comparable changes that relate to information the Contractual Partner required for performance of the contract without delay. YouKey reserves the right extend disbursement to the Contractual Partner of the purchase price for products YouKey acquires from the Contractual Partner to 30 days if the quantities of a Product sold are low in relation to the Product price. YouKey will inform the Contractual Partner of this without delay. Furthermore, YouKey is entitled to retain an amount from the sales proceeds as security in disputes where fewer than 10 sales are made given a Product price of at least LKR 10,000.00/unit.

YouKey reserves the right retain disbursements of the purchase price in whole or in part if it suspects any of the actions listed in section 9 as well as in the dispute of defective products, insufficient product access or insufficient support. YouKey will inform the Contractual Partner of the circumstances resulting in a retention immediately. There is also no right to a Commission with a self-purchase, meaning, if the affiliate purchases a product via his own affiliate link.

6. Promoter Program

Promoters may advertise a product and thus promote sales of such product (engage in “Promotions”) as part of the Promoter Program. For such activities, the Promoter will receive a commission from YouKey (“Commission”) that is specified for the promoted Product on the Sales Platform.

7. Promotions

YouKey may provide Links that Promoter may use to promote the Products. Vendors may make available to Promoter graphic and textual contents and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Promotion that Promoter may display on websites owned or controlled by Promoter, in emails sent by Promoter, and in Promoter’s online advertisements. YouKey may, in its sole and absolute discretion, terminate or change any Promotion, and deactivate, change or remove any Link for any or no reason. Promoter shall discontinue use and dissemination of the Promotion and Link immediately upon YouKey’s request.

8. Promoter Commission

The Commission paid to Promoter shall be specified on the Sales Platform for the corresponding Products and Promotions. Promoter’s Commission is based on the Product to be marketed and will be agreed upon individually and may be calculated on the basis of the Sales Price. With the exception of Promotions designated as “Cost Per Action,” if an end-consumer returns, requests a refund, or initiates a chargeback for a Product, YouKey shall deduct the corresponding amount from Promoter’s Commission. With the exception of Promotions designated as “Cost Per Action,” if a chargeback, refund, or return is initiated after the corresponding Commission has been paid to Promoter, YouKey reserves to deduct such amount from future Commissions to Promoter. Promoter shall not receive a Commission if a Promoter is also a Vendor and buys its own Product.

9. Termination / Blocking

At its own discretion, YouKey is entitled to temporarily block the Contractual Partner’s customer account if there are grounds for the assumption that the Contractual Partner is participating in any of the following activities or there is such participation: Consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming) or other illegal sales activities that violate applicable provisions of law, etc.;

Breach of third-party property rights; False or misleading statements that violate consumer protection rights or competition law.

YouKey is entitled to terminate the contractual relationship with the Contractual Partner with immediate effect in the dispute of contractual partner breaches and may revoke the right to access YouKey services or to otherwise participate in any such services. In the event of such a termination, the Contractual Partner shall immediately cease use of all YouKey services.

10. Intellectual Property Rights

Pursuant to these terms and conditions, YouKey grants the Contractual Partner a non-exclusive, non-sublicensable, revocable license entitling the Contractual Partner to use the Sales Platform, including the web server, computers, and networks available at www.YouKey.lk used to make such website available for purposes set out in these GTC, solely for the purpose of providing the Product to end-consumers. All rights not granted herein are reserved. Contractual Partner is not permitted to, and shall not, use the name, trademarks, service marks, or other rights to intellectual property belonging to YouKey in any form that creates the impression of being a part of or approved by YouKey without the express, advance, and written consent of YouKey. Any authorization granted by YouKey may be revoked at any time, for any reason. YouKey grants the Contractual Partner limited, revocable authorization to use the name “YouKey” and “YouKey.lk” exclusively as a watermark; in a descriptive text on a website as a key word; as a search term; as a seeding element for a web search engine; in metatext or in a hidden text; as a sub-domain or domain name at a secondary or tertiary level; and to identify products or in connection to advertisement.

Vendor grants YouKey a non-exclusive, irrevocable, sublicensable, worldwide right to use and exploit the Product and corresponding advertising material in a comprehensive manner, in particular for the purpose of commercial marketing. This grant expressly includes all forms of offering and promoting the products online, in particular the inclusion in fee-based or free online services, price search engines, blogs, and websites. To the extent the Product is a digital product, Vendor further grants YouKey the following additional rights of use: authorization to permit the end customer to permanently store the Product; the right of duplication, making publicly accessible and dissemination, i.e. the right to duplicate, make publicly available or publicly perform the Product with the aid of any available technical capabilities, in particular by means of digital integration into a website operated by YouKey; the right to make available on demand, i.e. the right to store the Product, to hold it ready for public access, to transfer it to one or more persons who seek access and to analogue or digital electronic databases, electronic data networks, and telecommunications services networks; the right to public performance; and the right to modify the Product itself or have it modified by third parties subject to preservation of author’s rights, to edit the Product, in particular for purposes of integrating the Product into the Sales Platform. In connection with the performance of this contract, Vendor grants YouKey the right to use the respective title of the Products as well as names, logos, images, trademarks, and business designations both of the Vendor and author of the Product including expressly for promotional purposes. Without limiting the foregoing, Vendor grants YouKey the right to sub-licenses the rights granted herein.

11. Confidentiality

The Contractual Partner may be granted access to YouKey’s confidential information (“Confidential Information”) as part of this Agreement. Confidential Information shall include, but not be limited to: the identity of other contractual partners, information about buyers, information about physical security and data security, technical data, YouKey marketplace statistics and sales data, know-how, information about business processes, methods and marketing strategies, the existence and terms of this Agreement, YouKey’s business and financial information, data reports, research, product plans, email mailing lists, marketing plans, software developments, inventions, processes, designs, drawings, hardware configuration information, marketing or financial data customer and vendor lists, and pricing and sales information. Such Confidential Information shall also include YouKey’s trade secrets. Except as necessary to satisfy its obligations under this Agreement, Contractual Partner may not use or disclose Confidential Information to third parties without the prior express written consent of YouKey. Contractual Partner shall not disclose to any third party, or permit any other person or entity access to, the Confidential Information except as required by an employee, agent, officer, director, partner, or representative of Contractual Partner to perform its obligations under this Agreement. Contractual Partner shall use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties. Confidential Information may not be used to divert, advertise to, or market to YouKey customers with regard to products or services that directly or indirectly compete against YouKey or YouKey services including the function of the marketplace.

Contractual Partner shall immediately notify YouKey in writing of all circumstances surrounding any unauthorized possession, use, access, knowledge, or disclosure of Confidential Information. If Confidential Information is required to be disclosed by operation of law via a third party or court request, such as a subpoena requesting Contractual Partner to disclose such information, Contractual Partner shall immediately inform YouKey in writing sufficiently in advance of disclosure to allow YouKey to challenge disclosure, prior to the time commanded to produce or disclose such Confidential Information. Contractual Partner agrees to cooperate in whatever way YouKey requests to attempt to protect Confidential Information from disclosure by operation of law. Contractual Partner agrees that its obligations in this section are necessary and reasonable in order to protect YouKey and its business, and Contractual Partner agrees that the remedy of damages would be inadequate to compensate YouKey for any breach by Contractual Partner of its obligations set out under this section. Accordingly, in addition to any other remedies that might be available, YouKey shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Contractual Partner, without limiting any other rights and remedies to which YouKey may be entitled.

“Confidential Information” does not include suggestions, submissions, comments, ideas, concepts, informational materials and feedback (“Feedback”) sent to YouKey by the Contractual Partner. Contractual Partner grants YouKey and the licensees a global, perpetual, irrevocable, non-exclusive, royalty-free, and transferable license, which may be sub-licensed, to reproduce, present publicly, to distribute, perform, broadcast, edit, modify, alter and publish, as well as for the sale, commercial use, exploitation, and disclosure of such information for any purpose and in any form in any currently-known media. By transmitting any Feedback to YouKey, Contractual Partner represents and warrants that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that Contractual Partner has all rights necessary to convey to YouKey and enable YouKey to use such Feedback.

12. Indemnification

Contractual Partner shall indemnify, defend, and hold harmless YouKey and its subsidiaries, Promoters, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) (collectively “Claims”) based on, related to, or resulting from any act or omission by Contractual Partner, including but not limited to: (i) any breach or violations of this Agreement or any law, rule or regulation, by Contractual Partner, Third Party Promoter, or any other third party, including any representation, warranty, covenant, restriction, or obligation made by Promoter, Vendor, or third party herein, or any Promotion-or Product-specific terms; (ii) any misuse by Contractual Partner or a party under the reasonable control of Contractual Partner or obtaining access through Contractual Partner, of the Promotions, Products, or YouKey’s Confidential Information; (iii) the Promotion or Product; (iv) improper operation of a Promotion by Contractual Partner; (v) the negligence or willful misconduct of Contractual Partner, Third Party Promoter, or party within the reasonable control of Contractual Partner; (vi) a violation of any laws, rules, or regulations in the performance of Contractual Partner’s obligations under this Agreement; (vii) any claim relating to the violation or infringement of the intellectual property rights of any third party; (viii) fraud, and (ix) bodily injury or harm (including death) caused by the actions or omissions of Contractual Partner. This indemnity is specifically intended to operate and apply even if it is alleged or proven that all or some of the damages sought were caused as a whole or in part by any act, omission, negligence, gross negligence, breach of contract, intentional conduct, violation of statute or common law, breach of warranty, product defect, strict liability, or any other conduct whatsoever of YouKey. If any Claim is or shall be brought against YouKey, in respect to any allegation for which indemnity may be sought from Contractual Partner, YouKey shall notify Contractual Partner of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation Contractual Partner at Contractual Partner’s expense in connection with the defense or settlement of any such claim; and (b) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim. Notwithstanding anything in this Agreement to the contrary, YouKey may select legal counsel to represent it in any matter for which Contractual Partner is obligated to indemnify YouKey, and Contractual Partner shall pay all such counsel’s billed fees and costs. Contractual Partner shall not agree to any judgment or enter into any settlement that adversely affects YouKey’s rights or interests without the prior written consent of YouKey.

13. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

THE PROMOTER PROGRAM, SALES PLATFORM, PRODUCTS, AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUKEY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YOUKEY DOES NOT WARRANT THAT THE PRODUCTS, PROMOTIONS, SALES PLATFORM, OR ANY OTHER SERVICES PROVIDED BY YOUKEY WILL MEET CONTRACTUAL PARTNER’S SPECIFIC REQUIREMENTS, ARE ACCURATE, COMPLETE, OR CURRENT, OR THAT THEIR OPERATION WILL BE ERRORFREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, YOUKEY DOES NOT GUARANTEE THAT PROMOTER OR VENDOR WILL EARN ANY SPECIFIC AMOUNT OF MONEY, AND YOUKEY EXPRESSLY DISCLAIMS BENEFIT THAT CONTRACTUAL PARTNER MIGHT OBTAIN FROM THE PROMOTER PROGRAM, SALES PLATFORM, PRODUCTS, AND ANY OTHER SERVICES PROVIDED BY YOUKEY. IN NO EVENT SHALL YOUKEY BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SALES PLATFORM, PROMOTIONS, PRODUCTS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN THE EVENT THAT YOUKEY PROVIDES SERVICES OR INPUT RELATED TO CONTRACTUAL PARTNER’S WEBSITE, WEB PAGES, TECHNICAL SYSTEMS, ADVERTISING, MARKETING, OR ANY OTHER ASPECT OF CONTRACTUAL PARTNER’S OPERATIONS, CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT YOUKEY SHALL NOT BE LIABLE FOR ANY RELATED OR RESULTING DAMAGES OR CAUSES OF ACTION ARISING THEREUNDER.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YOUKEY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT YOUKEY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. YOUKEY’S CUMULATIVE LIABILITY TO CONTRACTUAL PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID TO CONTRACTUAL PARTNER BY YOUKEY TO CONTRACTUAL PARTNER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM. CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT YOUKEY SHALL NOT BE RESPONSIBLE FOR ANY ADVERTISING CLAIMS MADE ABOUT PRODUCTS PROMOTED ON THE YOUKEY WEBSITE, OR ANY DAMAGES ARISING OUT OF USE OF THE PRODUCTS.

14. Miscellaneous

This Agreement shall be governed by the law and Parliament acts of Sri Lanka, notwithstanding its conflicts of law provisions. If any dispute arises under this Agreement, the parties agree to submit the dispute to binding arbitration in Sri Lanka, conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. Notwithstanding the foregoing, YouKey may initiate a dispute either by submitting it to binding arbitration or by filing in a state or federal court located in Florida or any other court where personal jurisdiction exists over Contractual Partner, at YouKey’s sole discretion. In the event that a dispute or proceeding arises hereunder, the parties agree that any required service of such dispute or proceeding may be affected by email, or facsimile, or delivered personally, or by registered or certified mail (return receipt requested) or recognized national overnight courier service. The parties expressly agree that notification and service (including service of process) by email, or facsimile, or delivered personally, or by registered or certified mail (return receipt requested) or recognized national overnight courier service, shall constitute sufficient service, regardless of any law, rule, or regulation to the contrary, and each party irrevocably waives its right to challenge service using any of these methods as insufficient under any applicable law, rule, or regulation.

Any modifications to this agreement must be made in writing. This written form requirement applies likewise to any waivers of this written form requirement. Contractual Partner may not assign all or any part of this Agreement without YouKey’s prior written consent. YouKey may assign this Agreement at any time with notice to Contractual Partner. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and valid assigns of the parties hereto. If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter herein. This Agreement may not be amended or modified except by a writing duly executed by the parties hereto. These GTC contains the entire agreement between YouKey and Contractual Partners with respect to the subject matter herein, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Contractual Partners agree that YouKey shall not be subject to or bound by any other agreement, insertion order, or online terms and conditions that amend, conflict with, or supplement these GTC, regardless of whether YouKey “clicks through” or otherwise indicates its acceptance thereof.

All notices pursuant to this Agreement to Contractual Partner shall be sent to the address or email address submitted by Contractual Partner to YouKey. All notices pursuant to this Agreement to YouKey, shall be sent via certified mail to: YouKey, No 31, Sri Soratha Mawatha, gangodawila, Nugegoda, Sri Lanka. Contractual Partner shall immediately inform YouKey of any changes in address, business name, or other contact information.