Podmalls Partnership agreement
Part A - General terms
- Unless otherwise agreed herein, the terms agreed herein are defined as follows:
- “Application” means as defined in the Podmalls API terminology.
- “Customer”means any individual who visits or transacts through the Store.
- “Customer Data” means information (including personal information) relating to the Customer, including but not limited to order information, payment information and account information.
- “Merchant” means an individual or business that uses Podmalls products or services.
- “Merchant Agreement” means an agreement between the partner and the Merchant on how the partner will serve the Merchant through the use of Podmalls.
- “Merchant Data” means information (including personal information) relating to the Merchant, including but not limited to business information, financial information, product information and any customer data. If a partner uses the Podmalls API, merchant data can be passed in the form of an API response.
- “Merchant store” means the business of setting up and operating a store based on Podmalls. A business can have more than one business store.
- “Potential Merchant” means a merchant that does not use Podmalls products or services.
- “Partner” or “you” means a person or institution that agrees to the terms of this Agreement and participates in the Podmalls Partner Program.
- “Partner Account” means the Podmalls Partner account that you registered for activation as a Podmalls Partner.
- “Partner Kanban” means a tool used by you to obtain management information related to your partner’s account.
- “Partner Manager” means the exclusive contact person Podmalls provides to you.
- “Partner Revenue Sharing” means the partner program Podmalls invites to participate in.
- “Fees” means the provisions of Section 3 of this Agreement.
- “Recommended Merchant” means a merchant that is recommended by a partner to use Podmalls products or services for a fee.
- “Services” means the products or services provided by Podmalls available through www.podmalls.com and any relevant website link.
- “Podmalls Creative” means any marketing or promotional material relating to Podmalls or the Podmalls brand, including but not limited to copyrighted content, hypertext links, domain names, ICONS, buttons, banners, graphic files, images and the Podmalls trademark.
- “Podmalls Trademarks” means the trademarks, logos, service marks and trade names, whether registered or not, owned by Podmalls Corporation and any Podmalls related entity, including but not limited to “Podmalls”, “Podmalls” and any combination of related words or phrases.
- “theme” means a template for website layout and design that merchants can install, use and customize for their own stores.
- “Website” means the Website owned, operated or managed by the Partner and any website related to the Activities carried out by the Partner pursuant to this Agreement.
- 2.1 Partners shall use their best efforts (I) to publicize and promote Podmalls, and (ii) to identify potential merchants for Podmalls and facilitate their use of Podmalls products and services.
2.2 Marketing Activities
- 2.2.1 Unless otherwise agreed, partners shall bear all marketing expenses for their promotion — Podmalls Products and related services, and for products or services of other Partners of Podmalls, such as applications, websites, channel platforms, etc. (collectively, “Partner Marketing Activities”). In any region, place, territory or jurisdiction.
- 2.2.2 Except as expressly authorized herein, the Partner shall not engage in any marketing activities of the Partner under any circumstances. If the partner has an E-mail list and the individuals on that list have specifically chosen to consent to receive E-mail from the Partner (the “Consent to Receive List”), The Partner may request in writing to Podmalls that it may elect to agree to receive emails from individuals on the list relating to Marketing activities of Podmalls and Podmalls related entities (Podmalls may in its sole discretion allow such emails to be sent by partners). In conducting all partner marketing activities, Partner shall comply with all applicable laws, regulations, regulations and directives, including but not limited to those regulating email marketing and “spam” related activities. Based on the merchant email address received by the Partner through Podmalls, the Partner may only send email to Podmalls with the consent of Podmalls and the authorization of the Merchant.
- 2.2.3 Without limiting the generality of Section 2.2, the Partner will (I) not send any E-mail about Podmalls or Podmalls related subjects to any person or subject who has not requested such information; (ii) Always include partner contact information and “unsubscribe” information in any email regarding Podmalls, Podmalls related entities, services or the Podmalls Platform; And (iii) it shall not be implied that such emails are sent on behalf of Podmalls or a Podmalls related subject.
- 2.2.4 Partners will not (I) participate in any fax, broadcast, telemarketing or any other offline marketing related to Podmalls or Podmalls related entities; (ii) use malware, spyware or any other attack advertising or marketing methods in any of its transactions relating to Podmalls or Podmalls related entities; (iii) make any false, misleading or defamatory statements or statements relating to Podmalls or Podmalls related subjects; (iv) Soliciting merchants to leave Podmalls Service; (v) Copy, imitate or mirror the appearance and experience of the Podmalls Website, Podmalls trademarks or services, or otherwise misrepresent the partnership with Podmalls or Podmalls related entities; Or (vi) engage in any other conduct that may adversely affect the reputation or reputation of Podmalls or Podmalls related entities, including but not limited to sending email, using any website in any way, or advertising on any website: (a) use of aggressive or low-quality marketing, including marketing services unrelated to the services of Podmalls or partners, (b) promote pornographic material, violence, or discrimination based on race, gender, religion, national origin, disability, sexual orientation, age, or any illegal or objectionable activity, Or (c) infringe any intellectual property or other ownership rights of any third party; Or (d) violate the Podmalls Use Agreement.
- 2.3 Compliance with Laws In addition to this, without limiting the terms of this Agreement, the Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and all applicable laws, regulations and regulations.
- 2.4 Partners’ Obligation of Disclosure Partners will promptly inform Podmalls of any information known to them that may lead to any claim, demand or liability of any third party against Podmalls or Podmalls related entities.
- 2.5 Obligation of Disclosure Partners shall make clear to the vendors recommended by them their identity as Podmalls partners and disclose their right to collect fees from Podmalls in accordance with this Agreement.
2.6 Other prohibited sexual acts
- 2.6.1 Partners shall not (I) carry out any service or marketing activities in the name of Podmalls staff; (ii) Providing false information about Podmalls products or services to merchants or potential merchants; (iii) Collude with a third party to harm the interests of Podmalls; (iv) Soliciting property from potential merchants or third parties such as merchants in the name of Podmalls or in the name of Podmalls partners or business cooperation; (v) Illegal fund-raising or financing by taking advantage of the status of partners.
- 2.6.2 Partners shall not (I) solicit potential merchants through commercial bribery in violation of laws and regulations; (ii) Engage potential merchants by disparaging Podmalls competitors, infringing on Podmalls competitors’ trade secrets and other improper means.
2.7 Other Partnership terms
- 2.7.1 If the partner is an individual, you must be (I) 18 years of age or (ii) at least of legal age in the jurisdiction in which you live and in which you conduct the partner’s activities.
- 2.7.2 You confirm that your purpose of becoming a partner is to conduct business activities.
- 2.7.3 In order to become a partner, a Partner must create a partner account by providing all required information. Podmalls may, in its sole discretion, reject partner account applications for any reason. The partner confirms that Podmalls will use the email address provided by the partner as the primary method of communication. Partners are responsible for ensuring the security of their partner account passwords. Podmalls cannot and will not be liable for any loss or damage arising from a partner’s failure to maintain the security of partner accounts and passwords.
- 2.7.4 If you register a partner account on behalf of your employer, your employer will be deemed to be a partner in this Agreement and you represent and warrant that you have the right to bind your employer to comply with this Agreement. Each partner shall be responsible for (a) ensuring compliance with this Agreement by its employees, agents and subcontractors, and (b) jointly and severally liable for any breach of this Agreement by its employees, agents or subcontractors.
- 2.7.5 The Partner acknowledges and agrees that the Partner will be responsible for performing all of its obligations under this Agreement, regardless of whether it subcontracts or subcontracts any such obligations to any third party, including but not limited to any of the Partner’s affiliates or subsidiaries.
- 2.7.6 The Partners acknowledge and agree that Podmalls may amend this Agreement at any time by Posting the relevant amendments and restated Partner Program Agreement on the Podmalls website, and that the effective date of such amendments will be subject to the relevant laws and regulations. The amended Partner Program Agreement is posted on the Podmalls website, and partners’ continued participation in the Podmalls Partner Program will be deemed as partner’s agreement and acceptance of the amended Agreement. If the Partner does not agree to any changes to the Agreement, the Partner must terminate the Agreement by ceasing participation in the Podmalls Partner Program and giving Written notice to Podmalls.
3、Fees and Payments
- 3.1 Revenue sharing plan subject to :(I) partner’s compliance with this agreement, and (ii) partner will receive revenue (” fees “) from Podmalls in accordance with the separately signed terms of the sharing plan.
- 3.2.1 In accordance with the Terms of the Sharing Program, Podmalls will calculate and pay as agreed upon the actual receipt of the subscription fee or service fee (” Payment “) from the Vendor and upon the fulfillment of the agreed conditions.
- 3.2.2 The Partner shall be responsible for all applicable taxes arising or resulting from any activities hereunder or transactions between the Partner and the Merchant. If Podmalls fails to collect and pay taxes on transactions between partners and Merchants facilitated by Podmalls, the Partner shall be responsible for determining whether such transactions are taxable and, if so, shall remit the taxes to the appropriate tax authorities.
3.3 Additional payment information
- 3.3.1 All payments are subject to fraud and risk analysis and anti-money laundering procedures and may be withheld by Podmalls during the investigation. Podmalls can temporarily withhold payments if a partner fails to provide the necessary information for payment.
- 3.3.2 Notwithstanding any contrary provisions of this Agreement, Podmalls shall not be liable for any of the following expenses: a. Fees related to amounts refunded to merchants by Podmalls; B. Debts owed by partners to recommended merchants; C. Related to fraudulent sales; D: expenses related to partners with whom Podmalls has an employment relationship (whether full-time or part-time, term limited or any other employment relationship); Or f. Expenses related to a partner in an employment relationship with the merchant (whether full-time, part-time, term limited or any other employment relationship).
- 3.3.3 If it is subsequently discovered that any fees paid by Podmalls are in compliance with one or more of the exclusions agreed in Section 3.2, or have been wrongly paid, Podmalls shall have the right, in its sole discretion, to: (A) recover any fees wrongly paid to the Partners; Or (B) deduct the amount described in Section 3.3 from future payables. In the event that this Agreement terminates before the Partner is due to repay Podmalls in full the said amount, the Partner shall pay Podmalls the remaining outstanding amount due within thirty (30) days from the effective date of termination of this Agreement, and in the event of such late payment, interest on capital occupancy shall be paid at the rate of five ten-thousands per day.
- Podmalls reserves the right to modify fees or payment terms. In the event of any dispute over fees, Podmalls’ decision shall be final and binding.
- 4.1.1 Unless otherwise agreed herein, either party may terminate this Agreement by giving 30 days’ notice to the other party.
- 4.1.2 If any partner commits fraud or otherwise violates the Use Agreement or provisions hereof as determined by Podmalls, Podmalls shall have the right to take one or more of the following measures: (a) Terminate the relationship between the Partner and its affiliated merchants; (b) Suspend some or all of the partner’s privileges under the Partner program; (c) Immediately and completely terminate the cooperation upon notice of Podmalls; And (d) Any fees incurred pursuant to this Agreement are no longer payable and Podmalls shall have the right to take other measures to claim compensation if such fees are not sufficient to cover the losses suffered by Podmalls as a result.
- 4.1.3 Podmalls reserves the right to cancel or modify the entire Partnership Agreement and its related annexes and supplementary Agreements (including fees) at any time.
4.2 Consequences of Termination
- 4.2.1 Upon termination of this Agreement: (a) Each party shall return or destroy (and provide proof of such destruction) the property of the other party at its disposal (including all Podmalls Creative and all Confidential Information (as defined below)); (b) The Partner will immediately cease to display Podmalls or the Podmalls trademark on any website or elsewhere; And (c) Except as otherwise agreed by Podmalls in its sole discretion, all rights granted to the Partner under this Agreement shall terminate immediately, including, but not limited to, the Partner’s right to access the Partner’s account and to collect any fees under this Agreement.
- 4.2.2 Article 2 of this Agreement and the following provisions shall survive termination or expiration of this Agreement: Clause 1 (Definitions), Clause 5.4 (Ownership of Podmalls Assets), Clause 6 (Confidentiality), Clause 7 (Disclaimer and Warranty statement), Clause 8 (Limitation of Liability and indemnity) and Clause 9 (General Provisions). In addition, any provisions of this Agreement intended to survive under the law will survive termination of this Agreement.
5、Intellectual property rights
5.1 Podmalls Creative
- 5.1.1 All Podmalls Creative will be created and provided solely by Podmalls unless Podmalls otherwise agrees in writing in advance. If you need to use Podmalls Creatives, please email cs@Podmalls.com for information. By using Podmalls Creative, you accept Podmalls’ Trademark Usage Guidelines and understand that any violation of these Guidelines or these terms will result in the termination of your license or permission to use Podmalls Creative. Podmalls Creative will be provided “as is” without warranty of any kind.
- 5.1.2 During the term of this Agreement, partners shall have the right to display Podmalls Creative through their websites under the authorization of Podmalls and the relevant entities of Podmalls for marketing and promotion of Podmalls related services and Podmalls brand information. Podmalls reserves the right to require partners to discontinue the display of Podmalls Creative with reasonable prior notice. Partners may not change, modify, adapt or translate Podmalls Creative without Podmalls’ prior written consent. Nothing contained in any Podmalls Creative shall in any way be deemed to be a representation or warranty of Podmalls or any Podmalls related subject. Podmalls Creative will always be the sole and exclusive property of Podmalls and will not grant ownership to partners at any time, even if Podmalls authorizes partners to make changes or modifications to Podmalls Creative.
- 5.2 Podmalls Trademarks During the term of participation in the Podmalls Partner Program, Podmalls’ trademark licenses are limited, revocable, non-exclusive, non-sublicensible and non-transferable, and are only used by partners to display the Podmalls trademarks as necessary for the performance of their obligations hereunder. The Partner acknowledges and agrees that: (a) Use the -PoDMalls trademark only as permitted by this Agreement; (b) The Podmalls Trademarks will be used in a lawful manner and strictly in accordance with all formats, guidelines, standards and other requirements agreed by Podmalls in writing from time to time, including, without limitation, the Podmalls Trademark Usage Guidelines; (c) The Podmalls trademark is and will be the exclusive property of Podmalls; (d) Nothing in this Agreement shall confer upon the Partner any ownership of the Podmalls Trademarks, and all use of the Podmalls Trademarks by the Partner shall be in the benefit of Podmalls; (e) The Partner will not file or contest the validity of any Podmalls trademark now or in the future; And (f) The Partner will not apply for or use any term or mark similar to the Podmalls trademark that is or will be confused with.
5.3 Restrictions on Partners’ Use of Podmalls Trademarks Notwithstanding Clause 5.2, Partners shall not:
- 5.3.1 Use the Podmalls trademark or its variants or misspellings in partners’ business names, logos, brands, advertisements, social media or domain names (including but not limited to top-level domains, subdomains and page urls), products or services (including but not limited to the names or designs of any applications or themes), Unless the express written permission of Podmalls is obtained prior to each use;
- 5.3.2 Purchase or register search engines or other pay-per-click keywords (such as Google adwords), trademarks, email addresses or domain names that use the Podmalls trademark, or any variation or misspelling that may be deceptive or confusingly similar to the Podmalls Trademark.
- 5.4 Ownership of Podmalls is between the partners and Podmalls, Podmalls Creative, Podmalls trademarks, all statistical data and other information related to the merchants, Including recommended merchants, potential partners and partners, services, Podmalls apis, merchant data and all software, documents, hardware, devices, devices, templates, tools, documents, processes, Methods, know-how, websites and any other intellectual property or other property used by or on behalf of Podmalls, Podmalls or Podmalls related entities, or in connection with the Services, Podmalls Partner Programs, Podmalls related Entities, And all Copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and their subsidiary rights (collectively, the “Podmalls Assets”) will be and always will be the exclusive property of Podmalls. If ownership of any Podmalls property is not automatically vested in Podmalls under this Agreement or otherwise but is vested in the Partners, The Partner will transfer to Podmalls all rights, interests and benefits (and waive any and all moral rights, as applicable) arising out of the Property rights of Podmalls during the term of the Agreement pursuant to this Agreement, including the right to Sue and recover from past, present and future violations of the property.
- 5.5 Podmalls’ right to use the Intellectual Property rights of partners for the purpose of performing this Agreement, The partners grant Podmalls global, non-exclusive, free, transferable and sublicensible use and any interest in display of their trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property rights. At the same time, Podmalls shall have the right to use the intellectual property rights of the partners or the cooperation relationship or cooperation results between the parties to publicize Podmalls or promote the products and services of the partners or for other purposes agreed by the partners.
- 6.1 Confidential Information “Confidential Information” will include, but is not limited to, any and all information relating to the business of either party and not known to the public, Includes specific business information, technological process and formula, software, merchants list, the list of potential vendors, name, address, and other related business, potential business, product design, sales, and costs (including any relevant processing fees), the price list of information, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, Whether marked confidential or proprietary. For the avoidance of doubt, merchant data and customer data are the confidential information of Podmalls between Podmalls and its partners.
- 6.2 Obligations of Confidentiality Each party agrees to use the confidential information of the other party or parties only to the extent necessary to perform its obligations under this Agreement and in accordance with any other obligations under this Agreement (including this Section 6). The parties agree that the parties will take all reasonable measures, no less than substantially equivalent to the measures taken to protect its own proprietary information, to prevent any such copy, disclosure or use of confidential information, but (I) must be for all employees, agents and subcontractors to fulfill its obligations of the parties in this agreement to receive such confidential information, under the condition of The Party shall treat such Confidential Information in accordance with the provisions of this Agreement and its confidentiality obligations shall be at least as strict as those set forth herein; Or (ii) pursuant to any law, regulation or order of any court having appropriate jurisdiction over the Parties and the Subject matter contained in this Agreement, provided that, if permitted by law, the Receiving Party will immediately give written notice to the Disclosing Party and use commercially reasonable efforts to ensure that such disclosures are treated in confidence. Confidential Information does not include any information that the Receiving Party can prove: (A) Such Information is publicly available or is known to or in the possession of the Receiving Party at the time of disclosure; (B) Independently developed by the Receiving Party, without using or referring to the confidential information of the other party or parties, and without violating any provisions of this Agreement; Or (C), subject to any provision of this Agreement, obtained by the Receiving Party from a legitimate source other than the Disclosing Party.
Podmalls Partner Programs, services, Podmalls trademarks, Podmalls Creative and Podmalls API are provided as-is. Podmalls makes no warranties under this Agreement, and Podmalls expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Podmalls further disclaims all representations and warranties, express or implied: Services, Podmalls API, Podmalls Trademark, Podmalls Creative, or Podmalls API meet all requirements of partners or merchants, or without interruption, error, or harmful components.
8、Limitation of liability and compensation
8.1 Limitation of Liability Podmalls and Podmalls related entities shall not be responsible for Podmalls partner programs, services, Podmalls apis, Podmalls trademarks, Podmalls Creative or Podmalls Without liability for any direct, indirect, incidental, special, consequential or punitive damages under this Agreement, Including, but not limited to, damages for profits, goodwill, usage, data, expected benefits or other intangible losses resulting from the service, Podmalls API, Podmalls trademark, Podmalls Creative, partners’ participation or inability to participate in the Podmalls Partner Program, Even if Podmalls had been notified that such damage could occur. In no event shall Podmalls and the relevant Podmalls’ liability to the Partners under this Agreement for any reason be limited to expenses paid by Podmalls to the Partners during the three (3) months prior to the occurrence of such damages. This limitation applies to all claims, including but not limited to breach of contract, breach of warranty, negligence, liability without fault, misrepresentation and other torts. The relationship between Merchants and partners is limited to merchants and partners and neither Podmalls nor Podmalls related parties shall be obliged to intervene in any dispute arising between merchants and partners. In no event shall Podmalls or the relevant entities of Podmalls be liable for any direct, indirect, incidental, special, consequential, punitive, unconventional, exemplary or other damages caused by any of its partners as a result of its cooperation with the Merchants.
These restrictions will apply even if Podmalls or the relevant Podmalls have been notified of the possibility of such damage. The above restrictions will apply to the maximum extent permitted by applicable law.
- 8.2 Partner Compensation The Partner agrees to any claim, demand, action or arbitration, liability or liability that may be incurred against Podmalls and any Podmalls related entities and their directors, officers, employees, subcontractors and agents ( “Indemnified Party” ) for the reasons set out below, Including reasonable attorney’s fees ( “indemnify” ) to indemnify, defend and hold harmless, based on or due to: (a) Breach by partner of any representation, warranty, obligation or agreement hereunder; (b) Gross negligence or willful misconduct of the partner; (c) warranties, conditions, representations, remedies or warranties relating to Podmalls and Podmalls related subjects granted by any partner to any merchant, potential partner or other third party; (d) Partners using the Podmalls API; (e) The Partner breaches any provision of this Agreement (including any documents mentioned); (f) Any third party claims that the Partner’s products or services, including but not limited to any application, theme or channel platform, infringe its intellectual property rights or other rights; (g) Partner tax violations, including any audit or administrative penalty in connection therewith; (h) Performance, non-performance or improper performance of partner products or services, including but not limited to any application, theme or channel platform; (I) Relationship and disputes between partners and any merchants; And (j) other illegal acts of the partner.
- 8.3 Notice of Compensation Upon request for any compensation under this Agreement, the Indemnified Party shall immediately provide written notice to the Partner indicating that the Indemnified Party considers the compensation to be within the scope of compensation agreed herein. Will if payments, payments shall at his own expense to help defense, premise is that the partner will be responsible for such defense and all the negotiations related to settle any such claim, and settle any claim, the partners in the event of a party prior written approval, not representative of a party to any recognized, reconciliation, not agree with any terms, Will not agree to any conditions which may result in any recognition or liability by the indemnated party.
- 8.4 Non-Exclusive Remedies If the Partner breaches or threatens to breach any of the provisions of Section 2, 5 or 6, In addition to the rights and judicial remedies provided under this Agreement and applicable laws and regulations, Podmalls shall have the right to (a) immediately prohibit all such activities without proving damage or requiring a bond and other security, (b) immediately terminate this Agreement, terminate the Partner’s Partnership Program, (c) demand the refund of all fees paid to the Partner pursuant to this Agreement, and (d) indemnify Podmalls for any loss, damage or liability incurred as a result of such violations as set forth in Section 8 hereof.
9、The general agreement
- 9.1 Force Majeure In the event of flood, riot, fire, judicial or governmental action (including but not limited to any laws, regulations and prohibitions preventing the performance of the provisions hereof, as well as the failure or refusal of governmental agencies to issue licenses required for performance hereof) or labor disputes between either party, If prevented, obstructed, delayed or unable to perform this Agreement by act of God or by any cause beyond the reasonable control of such Party, such Party shall be released from performance to the extent prevented, obstructed, delayed or unable to perform this Agreement. Notwithstanding anything otherwise stated in this Agreement to the contrary, the Party unable to perform this Agreement due to a force majeure event will use its best efforts to restart performance of this Agreement as soon as possible and will use its best efforts to mitigate any damage caused by its failure to perform this Agreement.
- 9.2 Independent Contractors The parties to this Agreement are independent contractors. Except for collection and payment of fees, credits or refunds between merchants and partners or as otherwise expressly agreed herein, Neither Podmalls nor any Podmalls related entity is an agent, representative or associated entity of the Partners. Neither Podmalls nor the Partners have the right, ability or authority to enter into any agreement for or on behalf of the other party, or create any obligation or liability on the other party, or otherwise bind the other party, unless the Partner expressly authorizes Podmalls to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Podmalls to collect and remit money, credits or refunds on its behalf between merchants and partners. Nothing in this Agreement shall be construed or construed as establishing an association, agency, joint venture or partnership between the parties, or as imposing on either party any liability attributable to such a relationship.
- 9.3 Non-Exclusivity Nothing in this Agreement is intended to create or be construed to create any exclusive arrangement between the parties hereto. This Agreement shall not restrict either party from entering into similar agreements with other parties provided that the party signing this Agreement shall not breach the obligations set forth herein, including but not limited to any obligation of confidentiality.
- 9.4 Notice Any notice, approval, request, authorization, instruction or other communication under this Agreement will be given in writing on the date of service agreed as follows: (a) The date of delivery shall be deemed to be the date of service, if delivered personally or by E-mail to the Partner’s E-mail address as listed in the Partnership, and cs@Podmalls.com; (b) two (2) business days after delivery to an internationally recognized commercial overnight Courier service shall be deemed to be the date of delivery, evidencing with a written receipt; Or (c) five (5) business days after the registered letter has been delivered, receipt requested, postage prepaid and expenses prepaid shall be deemed to be the date of service.
- 9.5 Waiver The failure of either party to insist or compel the other party to strictly perform any provision of this Agreement or to exercise any right under this Agreement shall not be deemed to be a waiver of its property rights or claim of rights under this provision; It does not affect its force and validity. Any waiver of any right shall be confirmed by a written agreement signed by the waiving party.
- 9.6 entire agreement this agreement, including any of the completed application form, all related to this agreement or otherwise incorporated into or reference guide and other documents, are considered to be part of this entire agreement, and replace the parties is the content of the agreement prior to any written or oral agreement to this agreement (including but not limited to the previous version of this agreement). Neither Podmalls nor the Partners shall, and each party expressly objects to, be bound by any terms, conditions or other agreements (whether or not materially altered by this Agreement) provided by the other party by communication that are inconsistent with or new to this Agreement, unless the bound party expressly agrees in writing to abide by such terms.
- 9.7 Assignment All terms and covenants under this Agreement shall bind and secure the interests of the Parties hereto and their respective successors, successors, permitted assigns and legal representatives. Podmalls may assign this Agreement without notice or consent of the Partners. The Partner shall not be entitled to assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Podmalls, which shall be granted or retained by Podmalls in its sole discretion.
- 9.8 Applicable Laws This Agreement shall be governed by and construed in accordance with the laws and regulations of the People’s Republic of China, without regard to the principle of conflict of laws. This Agreement is hereby excluded from the inapplicability of the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the competent courts of the People’s Republic of China for any dispute or claim arising out of or in connection with this Agreement.
- 9.9 Patents Do not claim that partners and their affiliates undertake not to bring patent infringement lawsuits against Podmalls, Podmalls related entities or Podmalls’ products and services, including the Podmalls API.
- 9.10 Competitive or Similar Materials Podmalls does not exclude materials, products or services, including but not limited to any application or subject, that will be discussed, reviewed, independently developed, developed, acquired, licensed, developed for or by third parties, and marketed and distributed in competition with the products or services of partners, Podmalls expressly agrees and accepts that it will not use the Partner’s confidential information in this process, regardless of its similarity to the Partner’s products or services.
- 9.11 Feedback If the partner provides feedback to Podmalls on any aspect of the Partner program, Podmalls API, Podmalls Creative or services ( “feedback” includes identification of potential errors and improvements), The Partners hereby assign to Podmalls all rights, title and interest in the Feedback, which Podmalls is free to use, copy, disclose or exploit without payment or receipt of any restrictions, Including to improve partner programs, Podmalls APIS, Podmalls Creative or services, and to create other products and services. Podmalls will treat any feedback as non-confidential and non-proprietary information. Partners will not submit any feedback that they believe to be confidential or proprietary.
- 9.12 Beta Services Podmalls may at any time, in its sole discretion, invite partners to try out potential new services or features that are under development but are not yet available to all partners or merchants ( “Beta Services” ). The Beta Service may require additional terms and conditions, which Podmalls will provide to partners prior to their use of the Beta Service. Such Beta services and all conversations and materials associated with them will be deemed to be the confidential information of Podmalls and subject to the confidentiality provisions of this Agreement. Podmalls makes no representations or warranties as to the functionality of the Beta service. Podmalls may discontinue the Beta service at any time in its sole discretion. Podmalls accepts no liability for any injury or damage arising out of or in connection with the Beta Services.
- 9.13 Service Provider Partners shall cooperate with Service Provider when necessary to perform this Agreement. The Partner acknowledges and agrees that the Partner shall be responsible for all acts or omissions of its Service provider in the performance of this Agreement and that any acts or omissions of the Partner Service provider constituting a breach of this Agreement shall be deemed to be a breach by the Partner.
9.14 Industry Standards
- 9.14.1 The partner’s network, as well as network servers, routers, databases and computer systems (collectively, the “Partner System”), shall be equipped in accordance with Internet industry standards and shall ensure the safe operation of the Partner’s website, applications and themes, where applicable. If the partner does not have full control over certain aspects of the partner system, the partner will use all of its ability to influence the partner system to do so. Partners must work to correct any security deficiencies and immediately disconnect any known or suspected intruders or intruders.
- 9.14.2 In addition, if partner has access to Merchant data, Partner: (I) will use or store such information solely for the purpose of providing Partner Services to Merchant and will not share, sell, disclose or provide such information to any third party except as otherwise agreed herein; (ii) will not communicate directly or indirectly with the consumer, except if the information is obtained from another source (such as the consumer himself); (iii) Store such relevant information only for as long as is reasonably necessary for the purpose of providing the Services of the Partner to the Merchant; (iv) Industry standard measures will be used to prevent unauthorized access, disclosure or use of such information; (v) Will comply with all applicable laws and regulations regarding the protection of personal information and privacy in the Partner services; And (vi) will notify Podmalls within two (2) business days of becoming aware of any actual or suspected breach or disclosure of Merchant data (” Data Breach “). Upon learning of the data breach, the Partners shall bear the relevant costs by themselves: (A) Promptly remedy the data breach to prevent further loss of merchant data; (B) To investigate the incident; (C) Take reasonable action to mitigate any future damage that Podmalls, Podmalls related entities, merchants or customers may suffer; And (D) keep Podmalls regularly informed of the progress of the investigation and cooperate in providing Podmalls with any additional information required in a timely manner.
- Divisible sex 9.15 if any provision of this agreement for any reason is considered invalid, illegal or unenforceable, then such invalid, illegal or unenforceable provision will not affect any other provisions of this agreement, and this agreement shall be to such invalid, illegal or unenforceable provision had never been included in the agreement of the way.
Part B - Subsidiary terms
1、Federal Trade Commission Guidelines
- 1.1 The United States Federal Trade Commission ( “FTC” ) has guidelines governing endorsements and certifications.These agreements are intended to increase transparency between surrogate endorsers and consumers. As members of the Podmalls Partner Program, partners receive compensation for recommending merchants to Podmalls. Under THE FTC’s terms, this could create a “material connection” that obligates partners to provide disclosure to consumers.
- 1.2 Among other things, full compliance with these guidelines requires (a) that partners clearly and conspicuously disclose that they receive rewards for referrals to Podmalls, and (b) that partners do not engage in misleading or deceptive advertising. For more information, partners should refer to the statement issued by the Federal Trade Commission regarding these guidelines.
2、Partner revenue sharing program
- 2.1 “Share Plan” refers to the Share rebate. When a partner introduces Podalls to a potential merchant using Podalls’ exclusive invite link, the program will be based on the amount the partner recommends the merchant pay to use Podalls’ product or service. Podmalls’ subscription or service fees ( “costs” ) are paid to the partners on a pro rata basis as share rebates. Unless otherwise agreed in writing by Podmalls, details will be subject to the terms of the Shared Plan separately signed by both parties. Podmalls reserves the right to amend the terms applicable to the Shared Plan from time to time in its sole discretion, effective 8 days after giving 7 days’ reasonable notice to the Partners. Such notifications will be sent via email to the partner registration mailbox.
- 2.2 Podmalls reserves the right: (I) to request and receive from partners any information concerning the recommended Merchants, including but not limited to the source of traffic and the method of obtaining the recommended Merchants, and (ii) to evaluate the legitimacy and qualification of the recommended Merchants in order to determine whether to pay fees to the Partners in respect of the recommended Merchants. Podmalls will not pay the fees of referees to whom it is affiliated (whether full-time, part-time, term limited or any other employment).
3、Unauthorized and prohibited activities
- 4.1.1 Promote or advertise Podmalls or Podmalls related entities on coupon, deal or discount sites or GTP/ pay-per-click sites or other incentive sites, or display any offer codes on public pages or through the use of “click to show” offer codes;
- 4.1.2 Use its affiliate links directly in any PAY-per-click advertising;
- 4.1.3 Purchase search engines or other pay-per-click keywords (such as Google keywords), use the trademarks or domain names of Podmalls or its related subjects, or any variation or misspelling that may be deceptive or confusing with the trademarks, names or domain names of Podmalls or Podmalls related subjects;
- 4.1.4 Create or participate in any third party network or sub-affiliate network without the express written permission of Podmalls;
- 4.1.5 Use or encourage any form of fraudulent diversion, including but not limited to the use of bots or toolbar traffic, cookie padding or the use of false or misleading links;
- 4.1.6 Link any link directly to any page on the Podmalls website without the prior written permission of Podmalls; Or disguise its referral site or use deceptive redirecting links.
- 4.2 Merchants opened or owned by partners shall not receive fees through this Agreement. Partners can only be identified as having completed introductions through the following types of referees: access to Podmalls from the partner alliance link designated by Podmalls.