DIRECTV PARTNERSTACK AFFILIATE PROGRAM TERMS AND CONDITIONS
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DIRECTV PARTNERSTACK AFFILIATE PROGRAM TERMS AND CONDITIONS

Updated as of: 1/31/22

PLEASE READ OUR PARTNERSTACK AFFILIATE TERMS AND CONDITIONS CAREFULLY before you join our Program or begin marketing our products. These terms and conditions (“Program Terms”), in addition to all applicable to all terms and conditions you may have agreed to in connection with your use of the PartnerStack Platform, which are incorporated herein by this reference, govern your participation in our Program and form an agreement between you and DIRECTV. Each Affiliate is responsible for assuring that its employees, agents, sub-affiliates and contractors comply with these terms and conditions. These Program Terms are subject to change—your continued participation in the Program following the effective date of such change will constitute your acceptance of such changes. If you do not agree to these terms and conditions in their entirety, you may not join our Program or must immediately stop marketing our products.

DEFINITIONS

As used in these terms and conditions: (i) “We”, “us”, or “our” refers to DIRECTV and our website; (ii) “you” or “your” refers to the Affiliate, including without limitation its employees, agents, sub-affiliates and contractors; (iii) “our website” refers to the DIRECTV properties located at https://www.directv.com/; (iv) “your website” refers to any websites or social media pages owned or operated by you that you will use to link to our website; (v) “Program” refers to the DIRECTV Affiliate Program; (vi) “Applicable Laws” means all applicable federal, state, and local laws, rules, regulations, ordinances, guidelines, judicial and administrative orders, and industry self-regulatory guidance and decisions, currently in effect or hereafter enacted, adopted, or amended, including without limitation laws pertaining to consumer protection, advertising and marketing, and consumer privacy and data protection; (vii) “PartnerStack Platform” means the platform available via PartnerStack that enables your participation in the Program; and (viii) “Campaign Brief” refers to a particular DIRECTV campaign opportunity in which an Affiliate may participate, as set forth on the PartnerStack Platform.

PROGRAM DESCRIPTION

The Program allows Affiliates to advertise our products on your website and to earn certain fees or commissions for Qualifying Actions (as defined in the applicable Campaign Brief) taken by your end users. In order to facilitate your advertisement of our products, we may make available to you certain DIRECTV Assets (defined below), data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (collectively, “Content”).

ENROLLMENT

In order to enroll in the Program, first you must submit a complete and accurate application via the PartnerStack Platform. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to reject any application in our sole discretion. Including all of the websites that you use in your profile will help us make a better decision. You may not participate in the Program or advertise our products or services on your website unless and until we notify you that you are approved.

YOUR WEBSITE & RESTRICTIONS

You are solely responsible for your website, including its development, operation, and maintenance and all materials that appear on or within it. Notwithstanding the foregoing, your website may not: 1. Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights. 2. Violate any Applicable Laws. 3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, hate-related, abusive, advocates discrimination against individuals or groups, promotes violence, or contains nudity, pornography or sexually explicit materials. 4. Target children 13 years of age or younger. 5. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 6. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons. We will have no liability for these matters or for any of your end users’ claims relating to these matters, 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) relating to (a) your website or any materials that appear on your website, including the combination of your website or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your website or any materials that appear on or within your website, and all other matters described in this section; (c) your use of any content, whether or not such use is authorized by or violates these Program Terms or applicable law; (d) your violation of any term or condition of these Program Terms; or (e) your or your employees’ negligence or willful misconduct.

AFFILIATE LINKS

Upon acceptance into the Program, links to our website will be made available to you for placement on your website (“Affiliate Links”) in accordance with these Program Terms. Your use of Affiliate Links must comply with any and all guidelines we may provide, including without limitation any technical guidelines such as formatting. Failure to do so may result in inaccurate tracking, reporting, and accrual of fees. We will have no obligation to pay you if you fail to properly format the Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you under these Program Terms.

PROGRAM REQUIREMENTS

By participating in the Program, you agree that you will comply with these Program Terms and any additional instructions we may provide you from time to time. You agree to provide us with any information that we may request to verify your compliance with these Program Terms. If, in our sole discretion, we determine that you have not complied with, or that you have otherwise violated, these Program Terms, we may (in addition to any other rights or remedies available to us): (a) withhold any fees payable to you; (b) close this account or any other accounts you may have or may open in the future, without payment of any fees; (c) terminate this agreement with you; or (d) undertake all or any combination of the above actions. In addition, by participating in the Program, you agree that we may: (i) send you emails relating to the Program; (ii) monitor, record, use, and/or disclose information about your website and website visitors that we obtain in connection with your display of Affiliate Links, in accordance with our privacy policy available at https://www.directv.com/privacy/video-privacy-policy/; and (iii) monitor, crawl, or otherwise investigate your website to verify compliance with these Program Terms.

ORDER PROCESSING

We will process product orders placed by customers who follow Affiliate Links from your website to our website. We reserve the right in our sole discretion to reject orders that do not comply with any requirements on our website. We will track Qualifying Actions (defined in the Campaign Brief) for reporting and Fee accrual purposes and will make available to you reports summarizing those Qualifying Actions.

FEES

We will pay you fees on Qualifying Actions on the schedule set forth in the Campaign Brief, subject to any applicable withholding or deduction (“Fees”). Notwithstanding the Campaign Brief, we may accrue and withhold Fees until the total amount due to you is at least $50. In the event 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 fees payable to you. All Fees payable to you are inclusive of all taxes, including applicable service tax or goods and services tax or other tax or levy that you may be required to remit pursuant to Applicable Laws.

FTC DISCLOSURE REQUIREMENTS

You must include a disclosure statement within any and all pages, blog/posts, or social media posts where Affiliate Links are posted. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement, and/or that you are a DIRECTV affiliate. If you received a product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. • Disclosures must be made at the beginning of the claims and may not appear solely in a “Terms of Use”, “Legal”, “About Us” or other linked page. • Disclosures should be placed “above the fold,” meaning scrolling or clicking “more” should not be necessary to find the disclosure (e.g., disclosure should be visible before the jump). • Pop-up, hover state and button disclosures are prohibited. • Disclosures must be clear, prominent, and in close proximity to any statements you make about our products or services. • Your statements must always reflect your honest and truthful opinions and actual experiences. • You may only make factual statement about us or our products which you know for certain are true and can be verified. • Disclosure policy applies to all social media, even when space is restricted (e.g., tweets) • Disclosures should be made in the same medium as the claim (e.g., video, text). When the medium is video, the disclosures must be made at the beginning of the video both orally and visually. For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf (e.g., example 21) and the FTC’s Endorsement Guides at https://www.ecfr.gov/cgi-bin/text-idx?SID=a1e2d16b289e9ae0ce015d6960580bba&mc=true&node=pt16.1.255&rgn=div5. If you engage in so called “native advertising,” you further agree to comply with the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements at https://www.ftc.gov/system/files/documents/public_statements/896923/151222deceptiveenforcement.pdf and the related guidelines.

SOCIAL MEDIA

Promotion on Facebook, Twitter, and other social media platforms is permitted when set forth in an applicable Campaign Brief, and must these general guidelines: 1. You ARE allowed to promote offers to your own lists; more specifically, you are welcome to use your Affiliate Link on your own Facebook, Twitter, etc. pages. For example: You may post, “25% off sale at DIRECTV through Wednesday with code DIRECTV25.” 2. You ARE PROHIBITED from posting your Affiliate Link on DIRECTV’s Facebook, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales. 3. You ARE PROHIBITED from running ads with any DIRECTV Assets or other DIRECTV trademarked company name and/or logo. 4. You ARE PROHIBITED from creating a social media account that includes any DIRECTV Assets or other DIRECTV trademark in the page name and/or username. 5. You are responsible for complying with each platform’s community guidelines.

DIRECTV INTELLECTUAL PROPERTY

We may make available to approved Affiliates certain intellectual property assets of DIRECTV’s (collectively, “DIRECTV Assets”). If we make any DIRECTV Assets available to you, we grant you a limited, revocable, non-transferable, non-exclusive license during the term of your participation in the Program to use only those DIRECTV Assets provided to you solely in connection with the marketing, advertising, and promotion of DIRECTV’s products and services pursuant to a Campaign Brief. Your use of DIRECTV Assets will at all times be subject to the prior written approval of DIRECTV and in accordance with the following: 1. Affiliate shall comply with all reasonable guidelines provided by DIRECTV with respect to the graphic reproduction, appearance, and “look and feel” related to the marketing and representation of DIRECTV and its products and services. 2. Affiliate’s use of the DIRECTV Assets shall include the appropriate trademark/service mark symbols and Affiliate shall not remove such symbols. 3. Nothing in the Agreement gives Affiliate any right, title or interest in the “DIRECTV” logo or mark, or any other DIRECTV owned marks. DIRECTV reserves all rights, title and interest in the DIRECTV Assets and the goodwill associated with use of the DIRECTV Assets shall inure solely to the benefit of DIRECTV. 4. All rights not expressly granted in the Agreement are reserved by DIRECTV. The Affiliate’s right to use the DIRECTV Assets is limited to and arises only out of the license granted hereunder. This license may be immediately terminated upon notice from DIRECTV and shall automatically terminate upon any termination or expiration of this Agreement or your participation in the Program. Affiliate shall not assert the invalidity, unenforceability, or contest the ownership by DIRECTV of the DIRECTV Assets in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice DIRECTV’s right, title or interest in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. Affiliate agrees not to register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of the DIRECTV Assets. Affiliate acknowledges DIRECTV rights in and to the DIRECTV Assets and any display by Affiliate of DIRECTV Assets will inure to the sole benefit of DIRECTV. Affiliate may not make any specific representations concerning the quality of any DIRECTV products or services, nor that DIRECTV “officially” endorses Affiliate in any way, nor that DIRECTV recommends Affiliate’s products or services over those of any other company or person. The Affiliate is not permitted to use the DIRECTV Assets to disparage or parody DIRECTV, its subsidiaries, products, or services, or any other person or entity, including without limitation the products or services of a DIRECTV competitor. Affiliate may not use the DIRECTV Assets for promotional goods, or for products which in DIRECTV’s reasonable judgment may diminish or otherwise damage DIRECTV goodwill in the DIRECTV Assets.

USAGE GUIDELINES

DIRECTV requires that Affiliate use only the marketing materials available from the PartnerStack Platform. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the marketing materials or DIRECTV Assets are permitted. Any marketing materials or visual display that use the “DIRECTV” trademark or logo must comply with any DIRECTV trademark usage guidelines made available to Affiliate. DIRECTV reserves the right to review Affiliate’s use of the DIRECTV Assets and marketing materials and DIRECTV may provide input about whether said materials or displays are compliant. If marketing materials or visual displays are, in the sole opinion of DIRECTV, inconsistent with the DIRECTV requirements, DIRECTV can require that such materials be changed prior to any public distribution as set forth in the Agreement. If Affiliate does not make the changes to its website that DIRECTV deems necessary, DIRECTV reserves the right to terminate your participation in the Program. In addition to the above, the appropriate ownership legend must be included in the “legal notices” section of any materials in which the “DIRECTV” logo or mark is displayed. This legend must read generally as follows: “DIRECTV is a registered mark, displayed with permission.” In advertising and promotional materials, the legend is typically placed at the bottom of the ad or layout. The legend may appear in small type, but must still be legible. Unless authorized in writing from DIRECTV, Affiliate will not bid on or purchase keywords, search terms, or other identifiers, including the terms DIRECTV and www.DIRECTV.com, any other trademark or brand name of DIRECTV or any variations or misspellings of any of these words (“Prohibited Keywords”) or otherwise receive any paid search results using the Prohibited Keywords. Affiliate will enable negative keyword matching for all Protected Keywords. Affiliate will not use Prohibited Keywords in any display URL content. Affiliate may not direct link to a DIRECTV sales page from any paid advertising.

LIMITED LICENSE TO LINK TO OUR WEBSITE

When DIRECTV gives Affiliate access to certain DIRECTV Assets for use in graphical/textual Affiliate Links, DIRECTV grants Affiliate a limited, revocable, non- transferable, non-exclusive license during the term of this Agreement to post on Affiliate’s website such graphical/textual Affiliate Links (only as approved by DIRECTV) to our website and to direct visitors to our website in accordance with the terms and conditions of this Agreement. Affiliate’s use of Affiliate Links provided in connection with the Program must comply with the following: 1. The Affiliate Link between your website and our website must be a direct link (e.g., no interstitials, pop-up windows or redirects); 2. The Affiliate Link between your website and our website may not be framed or co-branded by Affiliate; 3. The Affiliate Link between your website and our website may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines; 4. The Affiliate Link must incorporate a unique “tag” provided by DIRECTV in order to permit accurate tracking, reporting and credit for Fees payments; and 5. The Affiliate must ensure that each of the Affiliate Links between your website and our website properly utilizes the DIRECTV tagged link format.

REVERSAL & COMMUNICATION POLICY

We reserve the right in our sole discretion to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communication policy. 1. You are not forthcoming, intentionally vague or are found to be lying. 2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile. 3. You cannot substantiate or validate the source of your traffic to our website with clear and demonstrable proof. If any of the above apply, then we reserve the absolute right in our sole discretion to reverse orders, withhold or reject the payment of fees to you, or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however, it is incumbent upon each Affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our Program rules.

TERM AND TERMINATION

This agreement will begin upon your enrollment in the Program and will remain in effect for as long as you participate in the Program, until terminated. Both you and we may terminate this agreement for any reason or no reason upon ten (10) days’ written notice to the other party. In addition, we may terminate this agreement or suspend your account immediately upon written notice to you for any of the following: (i) you are in material breach of these Program Terms; (ii) you otherwise fail to cure within seven (7) calendar days of our notice to you regarding any other breach of these Program Terms; (iii) we believe that we may face potential claims or liability in connection with your participation in the Program; (iv) we believe that our brand reputation may be tarnished by you or in connection with your participation in the Program; (v) you have, or we believe you have, violated an Applicable Law; (vi) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (vii) we have previously terminated this agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason; or (viii) we have terminated the Program as we generally make it available to participants. We may hold accrued unpaid fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any reversals). Upon any termination of this agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this agreement, except that the rights and obligations of the parties that by their nature are intended to survive termination of this agreement, together with any payable but unpaid payment obligations under this agreement, 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.

MODIFICATION

We may modify any of these Program Terms at any time and in our sole discretion by posting a change notice, revised agreement, or revised Program Terms on our website, or by sending notice of such modification to you by email to the email address then-currently associated with your Affiliate account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

WARRANTIES

You represent, warrant, and covenant that (a) you will participate in the Program and create, maintain, and operate your website in accordance with these Program Terms, (b) neither your participation in the Program nor your creation, maintenance, or operation of your website will violate any Applicable Laws, (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement, and (e) the information you provide in connection with the Program is accurate and complete at all times. We do not make any representation, warranty, or covenant regarding the amount of traffic or Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

DISCLAIMERS

THE PROGRAM, OUR WEBSITE, THE AFFILIATE PROGRAM, ANY CAMPAIGN BRIEFS, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY LINKS (INCLUDING AFFILIATE LINKS), LINK FORMATS, COUPONS, COUPON CODES, CONTENT, DATA, ADVERTISING CONTENT, OUR DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATIONS OF LIABILITY

WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

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 WEBSITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON YOUR WEBSITE, INCLUDING THE COMBINATION OF YOUR WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR WEBSITE, (C) YOUR USE OF ANY SERVICE OFFERING, 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, OR (E) YOUR OR YOUR EMPLOYEES’, AGENTS’, SUB-AFFILIATES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.