This Affiliate Program Agreement (the "Agreement") is made
BETWEEN FILLONY Limited (the "Owner"), a corporation organized and existing under the laws of the Hong Kong SAR, with its head office located at: Suite 1012 Cyberport, Level 1, Core 1, 100 Cyberport Road, Hong Kong,
AND yourselves, "Recipient".
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
DROP SHIPPING PROGRAM REGISTRATION
To register for the Drop Shipping Program, the Recipient must complete and submit to the Owner an online Drop Shipping Program Application Form. The Drop Shipping Program Application Form is included on the Owner’s website and can be completed and submitted through its website.
If an individual, the Recipient must be over the legal age in his/her country of residence.
APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION
The Owner reserves the right to approve or reject any Drop Shipping Program Application in its sole and absolute discretion. The Recipient will have no legal recourse against the Owner for the rejection of the Recipient Drop Shipping Program Application.
REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Recipient application will be rejected if it is not complete, if the Recipient’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Recipient’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Recipient’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
TERMINATION AFTER ACCEPTANCE
Even after the Owner has accepted the Recipient as Drop Shipping Program member, the Owner reserves the absolute right to rescind or terminate the Recipient Drop Shipper status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Drop Shipping Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Recipient’s website and digital material, costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds the Owner harmless from or against the same.
NO REPRESENTATIONS REGARDING INCOME POTENTIAL
The Owner makes no representations and warranties regarding potential income that may result from participation in this Drop Shipping Program and specifically disclaims any and all warranties relative to earning potential from the Recipient Drop Shipper status.
RESPONSIBILITY TO LINK TO THE OWNER’S SITE
The Owner strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintains a Zero-Tolerance policy against SPAM, be it direct, third party or any Drop Shipping (Recipient) or similar agent acting on the Recipient's behalf. As such, the Owner reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation.
Any Recipient’s found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows
Please note that our products should not be offered to customers in the following countries: Iran, North Korea, Syria, Crimea, Cuba. The Owner will not confirm any order bound to any of these countries, and will not dispatch there.
TRADEMARKS AND COPYRIGHTS
The Owner cannot guarantee product availability or the term of any price or special promotion or offer.
The Recipient is responsible for all matters pertaining to the Recipient own digital material including its development, maintenance, operation and placing links on the Recipient’s site in compliance with the terms of the Affiliate Program. The Recipient is completely responsible for all items that appear in its digital material and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Recipient’s digital material or the content thereof and the Recipient holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Recipient represents and warrants to the Owner that its digital material does not and will not contain any materials that are illegal and that the Recipient’s digital material is not operated for an illegal purpose or in an illegal manner.
REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the Recipient Drop Shipping Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon the Owner acceptance of the Recipient Drop Shipping Program Application. This Agreement shall remain in full force and effect until terminated by the Recipient or by the Owner. Either the Owner or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party a written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Recipient at the Email address indicated in the Recipient Drop Shipping Program Application. Any and all notices to the Recipient via Email at such address shall be deemed to be effective notice to the Recipient for all purposes.
The Recipient will forfeit all right to receive past commissions that may have accrued to the Recipient if this Agreement is terminated as a result of the Recipient failure to comply with the terms of this Agreement or any policies and procedures of Drop Shipping Program that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Recipient will have a right to receive its accrued commissions through the effective date of termination; provided, that if the Recipient total commissions due hereunder do not exceed [amount], such accrued commission shall be forfeited. The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Recipient is accurate and not subject to later adjustment for returns or any other reason. If following final payment the Owner determines that the amount of commissions that the Recipient were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Recipient to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Recipient.
The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Drop Shipping Program and the terms and conditions of this Agreement upon notice to the Recipient. Notice of any changes may be given via Email to the Recipient or by posting such changes in the Drop Shipping Program sections of the Owner’s website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s website. The Recipient may terminate participation in the Drop Shipping Program in the event that any of these modifications are unacceptable to the Recipient and such termination shall be the Recipient sole and exclusive remedy. In the event that the Recipient continues to participate in the Drop Shipping Program following such modifications, the Recipient will be deemed by the Recipient continued participation to accept any and all such changes.
In the event that any information is disclosed to the Recipient through the Recipient participation in the Drop Shipping Program related in any way to the Owner company and business which the Owner deems to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Drop Shipping Program (which the Owner shall have no obligation to make) or any special treatment that the Recipient may receive (which the Owner reserves the right to provide in its sole discretion to any Drop Shipper). Confidential information shall also include any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
The Recipient hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Recipient participation in the Drop Shipping Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Drop Shipping Program, or any claim related directly or indirectly to the Recipient use, operation or the content of the Recipient’s website.
This Agreement shall be interpreted under the laws of the Hong Kong SAR. Any and all legal actions relative hereto shall be in the courts of the Hong Kong SAR.
RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement or such other address that the Owner provides notice of to the Recipient via Email or by posting the same on the Drop Shippers section of the Owner website. Notices to the Recipient shall be by Email addressed to the Email address that the Recipient provided to the Owner in the Recipient Drop Shipping Program Application or by posting such notices on the Drop Shipping section of the Owner’s website. It shall be the Recipient responsibility to check the Drop Shipping section of the Owner website periodically to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party that the Recipient list in the Drop Shipping Program Application. The Recipient shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the moment the Recipient & Owner have signed this document.
|Name of authorized person:|
|Company registration No:|
|Name of authorized person:|
|Company name:||Fillony Limited|
Suite 1012 Cyberport, 10F, Core 1, 100 Cyberport Road, Hong Kong.
|Company registration No:|