Affiliate Promotion Service Agreement
Agreement on the Marketing Services through the “ Hipobuy Affiliate” on Hipobuy Website
Welcome to register on Hipobuy website and use its marketing services of “ Hipobuy Affiliate”. This Agreement is entered in by and between the partners of “ Hipobuy Affiliate” (hereinafter referred to as “Party B”) and Hipobuy (hereinafter referred to as “Party A”) (including but not limited to www. hipobuy .com, m. hipobuy etc., hereinafter referred to as “Party A's Website”) regarding the issues related to the marketing services of “ Hipobuy Affiliate”. Party B shall read carefully all the texts hereof, especially the parts in bold, before using the marketing services of “ Hipobuy Affiliate” on Hipobuy website, and by clicking the “I have read it and I agree” button, Party B is deemed to have accepted and agreed to comply with the specifications hereof. The Agreement shall constitute the agreement between Party B and Hipobuy and have legal force. Hipobuy shall have the right to amend the articles hereof unilaterally based on its business needs, and Hipobuy shall post such amendments on the Party A's Website immediately in case of any amendments made to the articles hereof, and Party B shall immediately stop using the marketing services on the channel of “ Hipobuy Affiliate” in case Party B disagrees to the amendments to the texts hereof, or otherwise, Party B shall be deemed to agree to the amendments to the texts hereof.
Article 1. Definitions
- Consumer: means Hipobuy member who accesses to Party A's Website for registration directed by the exclusive QR code/registration linkage/registration code/specific product link shared by Party B, purchases the goods sold on the website or finishes a delivery of international parcel with successful payment.
- Hipobuy Affiliates: refers to Party B hereof, means the individual or group user who logs to Party A's Website and uses the marketing system of “ Hipobuy Affiliate” of Hipobuy , has the corresponding capabilities necessary for performing Hipobuy's marketing services and has passed Party A's verification.
3.Bonus: means the welfare benefit that's calculated as per the method specified herein and deserved by the Affiliate.
4.Valid order: means specific product or parcel orders that is finished and sees no after-sales needs, or that have initiated certain after-sales request but the after-sales service is finished, closed or cancelled. Ongoing orders and orders that fail due to all sorts of reasons are not valid orders.
- Affiliated user: means the user that registers to become Hipobuy member via the exclusive QR code/registration linkage/registration code/specific product link shared by the affiliate, namely, that has mutual affiliation with the affiliate, and however, it doesn't constitute the labor or employment relationship in any form.
Article 2. Cooperation Mode
Party B logs to the account on Party A's Website and provides marketing services for the sales businesses of Party A's Website according to the guidance of marketing system of “Affiliate Alliance” of Party A, namely, shares the particular QR code/registration linkage/registration code/specific product link with Party B's parameters with the consumers and guides the consumers to register on Party A's Website, purchase there and finish a delivery of international parcel with successful payment.
Article 3. Bonus and the Payment
1.Method of acquiring bonus:with regard to the promotions conducted by Party B, Party A will grant Party B certain bonus calculated proportionally based on the logistics fees or net consumption of effective product orders actually paid and incurred in the order submitted by the consumer on Party A's Website (namely, the actual fee with deduction of coupon, VIP discount and others) and such settlement data shall be subject to the records of Party A's Website.The bonus calculation standards shall be otherwise publicized on Party A's Website, Party A shall have the right to unilaterally adjust such bonus calculation standards based on the industrial and Party A's development and then publicize the new standards on Party A's Website, and such new standards shall be applicable on the date of publication thereof, and to which Party B understands and consents.
2.Calculation of bonus from parcel, the time and mode of withdrawal: for every international parcel order or product order placed by consumers who register or purchase via particular QR code/registration linkage/registration code/specific product link with Party B's parameters, the bonus settlement system of Party A's Website will automatically calculate the estimated bonus generated from every order based on the then-applicable bonus settlement standards; if no false and/or cheating behaviors are monitored by Party A after the receipt of the parcel is acknowledged by the system or after forty-five (45) days of the delivery thereof or after the system shows the product order is completed, the bonus settlement system of Party A's Website will again automatically calculate Party B's actual bonus based on the then-applicable bonus settlement standards; Party B may withdraw the bonus balances from the individual center to the bound bank card within related period (for details, please refer to the withdrawal rules on the page of the Affiliate's individual center). Party B understands and agrees that Party A may suspend to pay Party B the bonuses except within the related period specified on the page of the Affiliate's individual center; furthermore, Party A shall not be deemed at default in case Party A fails to make timely payment due to the reason of the service fee settlement system on Party A's Website, however, in this case, Party A shall troubleshoot and repair the faults at proper time and then to pay Party B the related bonuses as soon as possible.
Party B shall lodge an objection within three (3) days after receiving the settled bonuses in case Party B has any objection to the actual bonuses, Party A and Party B will conduct the manual checking of the bonuses settled,and Party A will make up the difference to Party B in case there is difference after checking; or in case the difference is not clear after checking, the bonuses calculated by Party A shall prevail.
Party B acknowledges and agrees that any taxes specified by the laws and regulations incurred in such course including but not limited to Party B's individual income tax shall be borne by Party B and withheld by Party A from the bonuses. Party A has the right to suspend the payment of related welfare benefits before Party B corrects or supplements and corrects the problems that are found by Party A during the course of withholding, including but not limited to the untrue information on Party B's identity and/or failure to make true declaration for other service incomes obtained from Party A.
3.Party B is aware and agrees that in case the payment for any valid parcel order is refused after Party A has paid corresponding bonus to Party B for such order, Party A will deduct the amount of such bonus in the next bonus and the bonuses thereafter in case the next bonus is not adequate for deduction, until the full amount is deducted.
4.Party B is aware and agrees that in case Hipobuy assumes the compensation for the order with after-sale problems after Party A has paid Party B the corresponding bonus for the food parcel order with compensation guarantee sold on Hipobuy shopping mall, Party A will deduct the amount of such bonus in the next bonus and the bonuses thereafter in case the next bonus is not adequate for deduction, until the full amount is deducted.
5.Party B agrees that Party A will not pay Party B any bonus under any of the following circumstances:
(1) Party B submits international parcel orders or specific product orders via his/her account;
(2）The consumer submits domestic parcel order;
(3）The consumer directly registers and logs to Party A's Website and then submits parcel order after Party B's parameters are lost due to the consumer's own reasons;
(4）The sales data is lost due to force majeure (including but not limited to server's unexpected shutdown, unexpected network interruption, malicious attack against Party A and unexpected disk destroy, which are defined in Article 7 hereof);
(5）Party B takes any measures that deliberately or objectively will make the consumer misunderstand or be confused with Party A (for example, Party B tries to affect any functions on Party A's Website or the search, order, browse and etc. during the transaction);
(6）Party B issues rebate advertisement on Party A's Website;
(7）Party B falsifies his/her information during the process of providing services such as fictitious transaction orders;
(8）The consumer who registers on Party A's Website through the following means submits international parcel order:
The consumer inputs Hipobuy 's official website on his/her own which jumps to the related page where the consumer registers or the consumer registers from the search result (natural, free or unpaid search result) by inputting a normal internet search term or keyword, and then submits international parcel order;
(9）Party B hijacks the operator's DNS, showing that:：
a） The consumer visits Party A's Website by himself/herself but Party B forces the consumer to jump to Party A's page with tracking code, or Party B adds tracking code to Party A's Website linkage;
b） Party B changes the tracking codes on Party A' s Website page or of any other party to Party B's tracking codes.
Article 4. Party A's Rights and Obligations
1.Party A warrants that Party A and its affiliated companies are Party A's Website's legal operators;
2.Party A warrants the authenticity and fairness of the data provided by it;
3.Party A warrants that it will confirm, settle and pay the bonuses at proper time as agreed herein;
4.Party A warrants that it will ensure the confidentiality of the related personal information provided by Party B under non-force majeure conditions;
5.Party B may terminate the Agreement in advance without any breach liability (but Party B shall give fifteen (15) days' written notice to Party A) in the case of any of the following circumstances occurring to Party A:
(1) Party A's any property is sealed up, detained or compulsorily executed by the court, which causes Party B unable to receive bonuses as agreed herein;
(2) Party A applies for winding up, bankruptcy or liquidation (other than the liquidation due to the normal organizational structure adjustments such as reorganization or merger).
6.Party A may deduct any liabilities payable to Party A by Party B as agreed herein (including but not limited to liquidated damages) after notifying Party B thereof.
Article 5. Party B's Rights and Obligations
1.Party B undertakes and warrants that it has the capabilities of performing the services hereunder. Party B shall make best efforts to guarantee the flexibility of service modes for the smooth performance of services.
2.Party B confirms that the bank account bonded through the channel of Party A's “ Hipobuy Affiliate” is the bank account designated for receiving payment hereunder, Party B warrants that such account is held by Party B himself/herself and has passed real-name authentication process, or otherwise any liability incurred therefore shall be undertaken by Party B.
3.Party A may not pay the bonuses (whether or not such bonuses have been actually generated or not) or terminate the Agreement in advance without any breach liability (but Party A shall give fifteen (15) days' written notice to Party B) in the case of any of the following circumstances occurring to Party B:
(1) Any of the circumstances specified in the fifth paragraph of Article 3 hereof occurs to Party B;
(2) Any circumstance of the violation hereof occurs to Party B.
4.Party B warrants that the information issued by him/her for the promotion and advertisement of Party A's products conforms to the provisions of the laws and regulations, and doesn't infringe the legal interests of Party A and/or any third party. Any dispute, controversy, litigation, arbitration, penalty, compensation and etc. incurred as the information issued by PartyＢviolates the provisions of the related laws and regulations and/or infringes the legal interests of Party A and/or any third party, Party B shall be liable for the handing thereof and assume all the related legal liabilities, and Party A is not relevant thereto.
5.Party B undertakes that Party B will take the greater publicity and promotion of Party A and its images, products and services as the fundamental purposes during the performance hereof, and warrants that Party B will abide by the principles of honesty and credibility during the performance hereof and will not damage any interests of Party A and its affiliated companies.
Article 6. Intelligent Property Rights and Confidentiality
1.The intelligent property rights of all the contents on Party A's Website including but not limited to all the contents, goods and other information in the words, software, sound, pictures, videos, tables, web configuration, arrangement of web pages, web design and advertisements, shall be owned by Party A and its affiliated companies, including but not limited to the trademark rights, patent rights, copyrights, business secrets and etc. Party B shall not use, amend, copy in whole or in part, publicize, change, distribute, issue or publish, reproduce, cite, link, grab or otherwise use the programs or contents on Party A's Website without Party A's written consent. Party B shall compensate for any losses caused to Party A or its affiliated companies due to Party B's violation of this Article.
2.Party B shall not disclose to any third party the confidential information of Party A acquired during the performance hereof including but not limited to the operation plans, operation modes, customer lists, market opportunities, accounting or financial records related to Party A's business without Party A's prior written consent, and shall not use the confidential information for any other purposes except performing the obligations hereof, otherwise, Party B shall assume the losses incurred therefore by Party A and its affiliated companies.
Article 7. Force Majeure, Limitation of Liability and Disclaimer
1.Force majeure and limitation of liability
(1) Either Party may be exempted from the liability in whole or in part for the breach hereof based on the influences of force majeure in case it fails to perform the Agreement due to force majeure. However, either Party may not be exempted from liability for the breach hereof in case the force majeure incurs after such Party delays the performance hereof.
(2) Any party that fails to perform the Agreement due to force majeure shall notify the other Party immediately to alleviate the possible losses caused to the other Party therefore and provide the related evidences within reasonable period. Either Party shall indemnify the other Party against the enlarged losses caused due to the delay in notice thereof the other Party in case such Party fails to notify the other Party immediately.
(3) In case either Party fails to perform the Agreement due to force majeure but such failure has not caused material breach hereof, the other Party shall grant proper extension of period for such Party; in case the purposes hereof may not be realized due to force majeure, both Parties may terminate the Agreement.
(4) Force majeure refers to the event that's unforeseen by and beyond the control of either Party, including but not limited to natural disaster, war or situation similar to war, riot, computer virus, hacker attack, telecommunication regulation and government behavior (including but not limited to the change of laws and the withdrawal of permits).
2.Disclaimer
(1) Party A shall not assume the related legal liabilities in case Party B performs any of the following behaviors (including but not limited to):
a)disclosure of related personal information caused due to Party B's improper operation or safeguard;
b)disclosure of related personal information caused as Party B uses the hardware device (including but not limited to cell phone, pad and computer) that's not his/her own;
c)disclosure of related personal information caused as Party B loses or leaves behind his/her own mobile terminal device (such as cell phone or pad) due to his/her reason;
d)disclosure of related personal information caused as Party B's improper safeguard of or repair for the device storing Party B's related personal information;
e)disclosure of related personal information as Party B intentionally or unintentionally informs other persons of his/her own personal information.
(2) Party A may not assume the related legal liabilities in case any of the following force majeure (including but not limited to) occurs to Party A's platforms:
a)natural disaster;
b)war or situations similar to war;
c)riot;
d)technical defects related to computer or network;
e)computer virus and hacker attack;
f)limitation on the internet coverage;
g)faults of and/or telecommunication regulation by the domestic and foreign basic telecommunication operators;
h)government behavior (including but not limited to the change of laws and the withdrawal of permits);
i)the reasons of banks or third parties' services;
the platform system down for maintenance or upgrading (the platform will take reasonable actions to positively restore the services).
(3) Party A may not assume the related legal liabilities in the case of the stealing behaviors (including but not limited to) conducted by any of the following third parties:
a)stealing through hacker attack;
b)the lawbreaker or any unfaithful person acquires Party B's related personal information by stealing the Affiliate's computer or other internet hardware devices;
c)any third party steals Party B's related personal information through related technical or non-technical methods;
d)any third party steals Party B's related personal information through decoding or parsing code technologies;
e)any third party steals Party B's related personal information through picking up Party B's lost mobile devices (such as cell phone and pad), computer and other terminal devices.
f)any third party gets Party B's related personal information through deception methods with its active personal consciousness.
Article 8. Liability for Breach
1.In the event Party B violates the provisions hereof not due to force majeure factors, Party B shall rectify it within one (1) business day after receiving Party A's written or email notice, and in case it fails to meet Party A's requirements, Party A, based on the seriousness of the breach, may unilaterally rescind the Agreement, or terminate the cooperation account of Party B, and recover all the bonuses already paid from Party B, and Party B shall indemnify Party A and its affiliated companies against all the losses caused therefore.
2.In the event Party A and Party B are at fault, both Parties shall assume their respective liabilities for breach hereof based on their respective actual fault levels. However, in no event shall the accumulative liabilities of damage assumed by Party A hereunder exceed the total bonuses paid and payable to Party B by Party A;
3.Party A may request Party B to pay the liquidated damage in the amount of twice of all the bonuses obtained by Party B during Party B's violation period in case Party B violates the representations and warranties described herein, unless otherwise specifically agreed herein.
4.Party B warrants the authenticity of any information delivered by him/her to Party A, including but not limited to its registration information (including identity information), bank account information, contacts, or otherwise Party A have the right to immediately suspend or terminate Party B's account, not to pay the bonuses, to terminate the cooperation with Party B, and recover all the bonuses already paid. Furthermore, Party A may request Party B to indemnify Party A and its affiliated companies against all the losses caused therefore.
Article 9. Applicable Law and Dispute Settlement
1.This Agreement is governed by the laws of the People's Republic of China.
2.Any dispute with regard to the contents or performance hereof shall be settled through negotiation. In case the negotiation fails, either Party may bring a suit to the people's court in Xiaoshan district of Hangzhou city where Party A is located.
Article 10. Miscellaneous
1.Both Parties hereby state that the cooperation incurred hereunder shall not constitute the labor or employment relationship in any form between the Parties. Party B is not affiliated to Party A and also not subject to Party A's internal regulations and systems. Party A shall not undertake any other expenses of Party B including but not limited to the costs, social insurances, welfare, medical insurance expenses and others incurred in the promotion activities except the bonuses paid to Party B as agreed herein.
2.This Agreement doesn't contain any content that may be construed to set up an agency relationship or partnership between the Parties. Party B may not conclude any contract with other parties on behalf of Party A. Party B shall not conduct any activity irrelevant to the agreed promotions in the name of Party A or engage in any illegal activities, or otherwise Party B shall undertake any liabilities by himself/herself for any consequences thereof and Party A may reserve the right to pursue any legal liability thereof against Party B.