Please carefully read the following Affiliate Operating Agreement and its sections.
1) Acceptance into the Affiliate Programme 2) Promotion of our affiliate relationship 3) Our Responsibilities 4) Other Responsibilities and Opportunities of Affiliate sites 5) Commission determination 6) Commission payment 7) Sales reports 8) Policies and Pricing 9) Publicity 10) Licenses and use of SinaShop.com logos and trademarks 11) Obligations of your web site 12) Term of the agreement 13) Modifications 14) Relationship of parties 15) Disclaimers 16) Representations and warranties 17) Confidentiality 18) Limitation of liability 19) Indemnity 20) Independent investigation 21) Governing law 22) Spam and anti-spam policy
1) Acceptance into the Affiliate Programme: To begin the enrolment process, you will submit a complete Affiliate Programme application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection.
SinaShop.com may reject your application if we determine (in our absolute discretion) that your site is unsuitable for the Affiliate Programme for any reason. Such reasons include, but are not limited to: Content that is in any way unlawful or in breach of intellectual property rights. Content of your web site that may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner. If we reject your application, you are welcome to reapply to the Affiliate Programme at any time.
2) Promotion of our affiliate relationship: As an Affiliate, we will make available to you a variety of graphic and textual Links. They will be placed on SinaShop.com's Registered Affiliate site. Subject to the terms and conditions hereof, you may display these Links as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Programme and will establish a link from your site to ours.
a. Agreements Regarding Links: In utilising Links you agree that you will co-operate fully with us in order to establish and maintain such Links and/or shop. You agree that you will: Display in your site only those graphic or textual images that are provided by us for the respective territory. Update such images with new images provided by us from time to time throughout the term of this Agreement for the respective territory. Display such graphic and/or textual images prominently in relevant sections of your site. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.
3) Our Responsibilities: SinaShop.com will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We may also make available the graphic search box that connects to our customised search engine for you to use on our site. We will be solely responsible for: Processing every order placed by a customer following a special Link from your site, tracking the volume and amount of sales generated by your site, providing information to Affiliate Sites regarding sales statistics, order entry, payment processing, delivery, cancellations, returns, and related customer service. 4) Other Responsibilities and Opportunities of Affiliate sites: a. Links: If you qualify and agree to participate as an Affiliate Site, you shall display, with our consent, links prominently throughout your site in positions as you see fit.
b. Competitions and Promotions: As an Affiliate Site, you will be entitled to participate and promote on your site any competitions and special promotions we may offer, and in connection therewith, we shall make such competitions and promotions available to users of your site. In addition, you will be entitled to earn commissions as set forth in sections 6 and 7 below.
c. Compliance with the Agreement: We have the right in our absolute discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
d. Exclusivity: This agreement does not prevent an Affiliate from selling/fulfilling other published titles, including proprietary titles, on its site or from accepting paid advertising from other online retailer.
5) Commission determination: a. Only SinaShop.com Products that are (i) sold by us, (ii) purchased by users linking to our site from your site pursuant to a Link ("Linked Users"), (iii) shipped by us, and (iv) for which we have received full payment will qualify for a commission.
b. Commission rates will be based on the aggregate amount actually paid to us for qualifying purchases of the SinaShop.com This does not include amounts collected by due to credit card fraud and bad debts. All available items on our site will be included in the computation of Net Sales, regardless of whether the item is a standard delivery" or "express delivery" item. Commission rates are as follows:
Commission rates is 10% of any sale.
From time to time SinaShop.com may run a promotion that may offer affiliates commissions in excess of the commissions described above. On such occasions, the promotional commission structure will replace the above commission structure for the period of the promotion, to the favour of the affiliate.
In the commissions set out above payment is included to compensate Affiliate for any enlargement of the customer base of SinaShop.com respectively. Affiliate confirms with the acceptance of this agreement that it has no claim for any further compensation in the case of termination of this agreement as to the commissions set out above.
6) Commission payment: When the total commissions due to you (based on Section 5 above) exceed 25 US Dollar for one month, we will send a commission payment for the applicable commission (less any taxes required to be withheld under applicable law). Such commission payments will be paid at the end of each month.
When the total commissions due to you (based on Section 5 above) is less than 25 US Dollar for one month, the commissions earned will be rolled over to the following month and this process will continue until total commissions owed are equal to or more than 25 US Dollar.
Payments will be made through PayPal only. Therefore PayPal account with confirmed address is required. No paper checks will be mailed out. If you do not have PayPal account, please visit http://www.PayPal.com to register. Registeration is free.
7) Sales reports: You will be given a password and have the ability to enter a password protected site to receive your sales statistics on a daily basis.
8) Policies and Pricing: Customers who buy SinaShop.com Products through the Affiliate Programme will be deemed to be customers of SinaShop.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and SinaShop.com Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, prices and availability of SinaShop.com Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
9) Publicity: You shall not create, publish, distribute, or permit any written material that makes reference to us as a partner without gaining our written consent, which we agree shall not be unreasonably withheld. See also Section 10.E.
10) Licenses and use of SinaShop.com logos and trademarks: a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO:
Access our site through the Links solely in accordance with this agreement and in accordance with the territory mentioned
Use the SinaShop.com Trademarks and Logos solely in connection with such Links and in accordance with the territory mentioned
To use similar identifying material relating to us (but only in the forms that they appear on our SinaShop.com site for the sole purpose of linking your site to our site, where your users can purchase SinaShop.com products).
b. You may not alter, modify or change the licensed materials in any way.
c. You are only entitled to use the licensed materials to the extent that you are an existing member in good standing with the Affiliates Programme.
d. You shall not make any specific use of any Licensed Materials for purposes other than in connection with the sale of SinaShop.com Products on your site.
e. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
f. We reserve all of our rights in the Licensed Materials and of our other proprietary rights.
g. We may revoke your license at any time, by giving you written notice.
h. In entering into this agreement, you allow us to provide Links from SinaShop.com sites to your web sites for the purpose of promoting our partnership.
i. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
11) Obligations of your web site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to: The technical operation of your site and all related equipment, though we do provide technical support through email affiliates@SinaShop.com; The accuracy and propriety of materials posted on your site (including, but not limited to, all SinaShop.com-related materials); Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party including any intellectual property rights, are not unlawful, harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age or otherwise objectionable. 12) Term of the agreement: The term of this Agreement will begin upon our acceptance of your Affiliate Programme application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination by email. You are only eligible to earn commission on sales occurring during the term, and commissions earned through to 11.59 pm GMT on the date of termination will remain payable. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
13) Modifications: We may modify any of the terms and conditions contained in this Agreement at any time in our absolute discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Programme following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
14) Relationship of parties: You and SinaShop.com are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
15) Disclaimers: We make no express or implied warranties or representations with respect to the Affiliate Programme or any SinaShop.com Products sold through the Affiliate Programme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
16) Representations and warranties: You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
b. The execution, delivery and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which you are subject, (ii) any order, judgement or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with,or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
d. No consent, approval or authorisation of, or exemption by, or filing with any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any other action contemplated hereby.
e. There is no pending or to the best of your knowledge, threatened claim, action, or proceeding against you or any group company of yours with respect to the execution, delivery or undertaking of this Agreement or with respect to your trademarks and to the best of your knowledge there is no basis for any such claim, action or proceeding.
f. You are an adult of at least 18 years of age.
17) Confidentiality: Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and supplier lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
18) Limitation of liability: SAVE FOR DEATH OR PERSONAL INJURY, WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAMME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAMME WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
19) Indemnity: You hereby agree to indemnify and hold harmless SinaShop.com and its holding company, subsidiaries and other group companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
20) Independent investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
21) Governing law: This Agreement (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and (b) will be interpreted, construed and enforced in all respects in accordance with the laws of United States of America, without reference to its choice of law rules. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. Each party agrees that any and all actions brought to enforce any provision of this Agreement or to resolve any dispute arising out of this Agreement shall be brought solely in the courts of Maryland, United States of America, and each party hereby consents to the personal jurisdiction of such courts.
22) Spam and anti-spam policy: Spamming is not allowed and will not be tolerated! SinaShop.com does not allow its affiliates to send unsolicited bulk e-mail with the SinaShop.com trademark, name or logo. Violators will have their affiliate program cancelled without notice and all commissions earned will be forfeited, if they are caught spamming.
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