Dropshipping Program Terms & Conditions

 

DROPSHIPPING PROGRAM AGREEMENT

This Drop shipping 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:

RECITALS

  1. The name of this drop shipping program is the POLAR SEAL Drop Shipping Program (the “Drop Shipping Program”).
  2. The Recipient represents and warrants to the Owner that the Recipient has read and understood the Privacy Policies and agree to the terms set forth therein.
  3. For purposes of this Agreement, the term “the Recipient” refers to the individual or legal entity who applies for and is accepted into the Drop Shipping Program. The term “the Owner” refers to the sponsor of the Drop Shipping Program. The term “the Owner’s website” refers to the website that the Owner maintains at www.polarseal.me. The term “the Recipient’s website” refers to the website in which the Recipient agrees to place a link to the Owner’s website. “Merchandise” means all products, merchandise, and stock that is offered by the Owner for sale through its website.

DROP SHIPPING PROGRAM REGISTRATION

To register for the Drop Shipping Program, the Recipient must submit an application by email to the Owner. 

If an individual, the Recipient must be over the legal age in his/her country of residence.

APPROVAL OR REJECTION OF DROP SHIPPING 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.

FINANCIAL RESPONSIBILITIES

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 

  1. As a Program Drop Shipper, the Recipient is given a limited term license, during the term of the Recipient active participation as a Program Drop Shipper, to utilize the Owner’s logo images provided to the Recipient on the website that the Recipient designates in the Recipient Drop Shipping Program Application.
  2. The Drop Shipping agreement is only valid for the Recipient's designated website. If the Recipient intends to changes the name, URL, domain name and/or the nature of the Recipient's website content, the Recipient must inform the Owner and get the Owner's approval to continue the Drop Shipping program.
  3. The Owner makes available to its Drop Shipper, digital material such as pictures, videos, texts, and logos, to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Recipient may display these materials in the Recipient’s website and digital material for the purpose of promoting the Owner’s site and participating in this Drop Shipping Program. If the Recipient discontinues the Drop Shipping Program or if the Recipient participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its website and from its computer. The Recipient must obtain the Owner approval of all links to the Owner’s site that the Recipient place in its website and digital material. The Recipient will cooperate with the Owner in the establishment and placement of links on the Recipient’s website and digital material.
  4. The Recipient will not modify the materials that the Owner provided to the Recipient or the placement of the links on the Recipient’s page. The Recipient consent to the Owner monitoring the Recipient’s website digital material to determine continued compliance with this Agreement.
  5. You may not place links to the Owner's website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guestbooks, IRC channels or through similar Internet resources.

ANTI-SPAM POLICY

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

  1. The Recipient’s account will be closed immediately, without the burden of notice or compensation.
  2. Our Privacy Policy becomes forfeit, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
  3. The Recipient will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Drop Shipping Program Agreement. This will include, but not limited to punitive damages related to lost clients and brand deterioration.

CUSTOMER SERVICE

    1. The Recipient will be responsible for collecting orders, corresponding information, and payments, from its customers on its website.
    2. The Recipient and Owner may choose either of the 3 following order processing method: a- Orders placed again on the Owner's website by the Recipient: upon receiving an order, the Recipient should place the same order on the Owner's website, including its clients' dispatch details and product selection, but using the Recipient's payment method and email contact. The recipient will be able to monitor dispatch from the Owner's notifications and from the Owner's website and will inform the buyer accordingly. b- Orders placed to the Owner on the Recipient order dashboard (Detailed procedure specific to each drop shipper). c- Orders placed by means of an email confirmation sent by the Recipient to the Dropshipper: this email should include all necessary information of the order(s), such as buyer's name, complete address with ZIP code, telephone number, product(s) purchased and their versions. Under this method, the Recipient should await the Owner's email confirmation and proceed with the corresponding payment to the Owner by PayPal account before the order is fully confirmed.
    3. The Owner will be responsible for handling all product orders, product shipment relative to customers and orders placed in the Recipient’s site. Pricing of the Owner products and services is totally within its discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Recipient or users accessing the Owner’s site. The Owner’s only responsibility to the Recipient in this regard is to dispatch orders that have been accepted by the Owner and paid. 

 MSRP & MARGIN

  1. The Recipient must retail the products at the same standard prices as shown on the Owner's website (excluding Owner's specific promotions).
  2. The Recipient is granted a buying price set at 10% lower than the retail price.

CUSTOMERS’ PROVENANCE

Please note that our products should not be offered or sold to customers in the following countries: Iran, North Korea, Syria, Crimea, Cuba. The Owner will not confirm any order originating from any of these countries, and will not dispatch there.

TRADEMARKS AND COPYRIGHTS

  1. The Recipient will have a non-exclusive, limited-term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Recipient for use solely on the home page that the Recipient designates in the Recipient Drop Shipping Program Application, and/or on digital communications and sharing. The Recipient may only use the images that the Owner specifically makes available to the Owner Affiliate Members at the area of its digital material that is specifically designated as approved images for Drop Shipping Program Members. The Recipient may not distribute, reproduce, modify, amend, these images in any other way. The Recipient may use these images only for the purposes of promoting the Owner’s products on the Recipient’s digital material in compliance with the Drop Shipping Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Drop Shipping Program. The Recipient will only use such items in the form, size, content, and appearance that the Owner provided them to the Recipient. The Recipient is not permitted to modify them.
  2. The Owner may also terminate this license upon notice to the Recipient in the event that the Recipient’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion.
  3. The Recipient agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Recipient will not gain any trademark, copyright or other proprietary rights to such materials. The Recipient agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Recipient will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use this material.
  4. The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s digital material. The Recipient grants to the Owner a non-exclusive right and license to use the Recipient’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Recipient participation in the Owner Drop Shipping Program. The Recipient represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Recipient represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Recipient represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Recipient is not under any legal or contractually limitation on the right to so licensing these materials. The Owner has no obligation to announce, advertise, market, or promote the Recipient participation in the Owner Affiliate Program, but reserves the right to do the same at its sole discretion.

PRODUCT AVAILABILITY

The Owner cannot guarantee product availability or the term of any price or special promotion or offer.

RESPONSIBILITIES

The Recipient is responsible for all matters pertaining to the Recipient own digital material including its development, maintenance, and operation. 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.

TERM

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.

LIABILITIES

  1. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE RECIPIENT PARTICIPATION IN THE AFFILIATE PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR-FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
  2. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
  3. Without limiting the foregoing, the Owner total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.

CONFIDENTIALITY:

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.

INDEMNIFICATION

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.

GOVERNING LAW 

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

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.

ASSIGNMENT

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.

ENTIRE AGREEMENT

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.

 

 

The Recipient

Name of authorized person:  
Position:
Signature:

 

 

 

Company name:
Company address:
Email:
Telephone No:
Company registration No:
Designated website:

 

The Owner:

Name of authorized person:  
Position:
Signature:

 

 

 

Company name: Fillony Limited
Company address:

Suite 1012 Cyberport, 10F, Core 1, 100 Cyberport Road, Hong Kong.

Email: management@polarseal.me
Telephone No: (+852)28777266
Company registration No:

 

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