PanoClip Affiliate Program User Agreement
Welcome to the PanoClip Affiliate program. Please read this agreement carefully. If you click to agree this agreement, it means that you have been informed and shall comply with this agreement.This agreement is entered into by and between you and Shenzhen Arashi Vision Company Limited (“PanoClip”, collectively with you referred to as both Parties) concerning the distribution of PanoClip products. After your clicking the “Agree” bottom, this agreement shall form a legal document binding both Parties.Article 1 Definition
PanoClip distribution alliance: member organization that promote PanoClip products pursuant to this agreement.Product(s): the products and accessories sold in PanoClip.Article 2 Rights and obligations of both Parties
1. PanoClip's obligations and rightsPanoClip is responsible for ensuring product development, production and quality management.
2. Your obligations and rightsYou are willing to be a member of PanoClip distribution alliance and promote the Products, and are willing to accept the constraints of PanoClip's PanoClip distribution alliance system.
2.1 You shall carry out promotional activities only on Products; you have no right to represent PanoClip on any occasion without the written authorization or recognition of PanoClip;The term "official authorization", "agency" and "distribution" shall not be used in the promotion.It is necessary to follow the official price system, not to reduce the price by sharing the commission with clients, giving away gifts, etc. As soon as it is found to be cheating, the penalty mode will be seen in article 2.6, section 5 of this agreement.
2.2 You shall ensure the legality of your promotional activities in form and content. Your promotion channel/promotion content shall not include:
1) To oppose the basic principles established by the constitution;
2) Jeopardizing national security, divulging state secrets, subverting state power and undermining national unity;
3) Harming national honor and interests;
4) Inciting ethnic hatred, ethnic discrimination and undermining national unity;
5) Undermining the state's religious policies, promoting cults and feudal superstitions;
6) Spreading rumors, disturbing social order and damaging social stability;
7) Disseminating obscenity, pornography, gambling, violence, murder, terror or abetting crimes;
8) Insulting or slandering another person or infringing upon the legitimate rights of others;
9) Contents that contain racial discrimination or attacks against any individual, group or organization;
10) Contents of hacking or cracking;
11) Contents related to gambling or gambling;
12) Contents of prohibited drugs and utensils;
13) Sales or publicity of prescription drugs;
14) Sales of tobacco or tobacco related products;
15) Selling weapons or ammunition (such as guns, gun parts, fight knives or stun guns);
16) Sale of copies or counterfeits of brand-name goods;
17) Sales or distribution of term reports or student papers;
18) Infringing or suspected of infringing on the intellectual property rights of others, including but not limited to patent rights, trademark rights and copyrights;
19) Infringing on the contents of other people's business secrets;
20) Appropriating the contents of others' websites in any way;
21) Containing deceptive content;
22) Contents that are prohibited by laws and regulations, administrative rules and regulations, publicity of illegal activities or infringing upon the legitimate rights and interests of others.
2.3 You undertake to carry out promotional activities according to PanoClip's requirements and shall not adopt the following promotion methods:
1) promoting through the use of spam in BBS/pasted message area and any page comment area;
2) promoting by sending spam or text messages;
3) disseminating spam information through QQ, WeChat, Weibo, FB, twitter and other social media
4) promotion by establishing a public number, blog, community, website, site group, and other online media with identity characteristics
5) SEO \ SEM promotion through search engines (including but not limited to baidu, Google, 360, Shenma, etc)
6) disseminating product information through e-commerce platform (including but not limited to taobao, jd.com, salted fish, amazon, ebay, etc.)2.4 The creative advertisements made outside the promoting website of PanoClip distribution alliance system are your own behavior which has nothing to do with PanoClip. If the pictures, words, music in the advertisements infringe upon any third party’s intellectual properties, you shall bear all the responsibilities for infringement and any other damages.(materials of advertisements shall be based on materials provided by PanoClip, and its creation shall be approved by PanoClip)2.5 If any adverse effect is caused to PanoClip, including but not limited to damaging PanoClip's reputation or brand images, bringing any third party’s tort complaints and/or litigation disputes, disclosing any information of PanoClip that has not been publicized, due to your fault, you shall bear the liability to compensate.
2.6 If you promote any Products through the promotional activities of the PanoClip distribution alliance within the scope permitted by this agreement, you may receive relevant commission. 1) basic principle of commission calculation: commission base refers to the actual transaction price when the Product is successfully purchased (end consumers’ payment shall exclude prepaid taxes or freight charges); 2) how to get commission: you can get the promotion code of PanoClip distribution alliance in en.PanoClip.com, and the end consumers can purchase Products from en.PanoClip.com through this promotion code due to your promotion; 3) commission calculation: the commission shall be equal to commission base * commission percentage. 4) settlement date: in general, the commission arisen from that order shall be settled within 30 days after the end consumers’ payment of the purchase price and receipt of the Products (without any return/refund, etc),. If the settlement date is affected by force majeure, it will be notified in advance. 5) cheating: if PanoClip determines that you have conducted illegal promotion, PanoClip shall have the right to refuse to pay the commission of the month and/or the month when violation takes place. If PanoClip has paid the commission, you shall return it to PanoClip. If you have any objection about the result, you shall provide evidence to prove that your promotion behavior complies with this agreement, and the relevant evidence including, promotion link on the location of the web sites and web page screenshots, etc. PanoClip reserves the right to make decisions independently on the evidence. 6) you can check the distribution code and distribution details in "Personal center".2.7 Product prices. You shall carry out the promotion according to the Product prices of the PanoClip official Store (Store.PanoClip.com); your retail price shall not violate PanoClip's overall price strategy without the written permission of PanoClip.Aticle 3 Intellectual property rights
1. You shall not register or apply for registration of the name and domain name containing PanoClip brand name (including but not limited to company name of PanoClip (full name, abbreviation), promotion channels, trademarks and any other intellectual properties; domain name refers to the domain name of all websites owned by PanoClip, including but not limited to marketing channels). At the same time, the following situations shall not occur when you make use of the name and domain name: 1) using the name or domain name that contains Shenzhen Arashi Vision Company Limited, PanoClip brand or that may mislead consumers; 2) using the name or domain name intending to indicate or reflect a relationship with Shenzhen Arashi Vision Company Limited, PanoClip or its management (for example: equity/control relationship, joint venture/partnership, interpersonal relationship, agency relationship, alliances and strategic partnerships, etc.); Main features: using domain name, name or combination related to or similar with Shenzhen Arashi Vision Company Limited, or PanoClip and/or its management, etc.; For example: buyPanoClip.com, PanoClipplus.com; 3) using the name and domain name with malicious denigration of Shenzhen Arashi Vision Company Limited or PanoClip website and/or its management; 4) using the name and domain name that are apt to be controversial; 5) using any other name and domain name that may cause harm to the rights and interests of the promoted customers, affect user experience, adversely affect PanoClip alliance cooperation, Products or relevant brands of Shenzhen Arashi Vision Company Limited or PanoClip, constitute unfair competition or infringement of Shenzhen Arashi Vision Company Limited or PanoClip, or infringe any legitimate rights and interests of the name and domain name of Shenzhen Arashi Vision Company Limited or PanoClip.2. You shall not violate the rights and interests of any third party in your promotional activities; otherwise, you will assume full responsibility. If PanoClip suffers losses due to your improper behavior, including but not limited to third-party claims, fines, legal fees and litigation fees, you shall indemnify PanoClip for losses.
Article 4 Term, amendment and termination of the agreement
1. PanoClip may at any time according to the business situation modify this agreement (including adjustment of the commission percentage) and post the modification on PanoClip affiliate sites or notify you by any other means; you shall check it in time. If you do not agree about relevant modification of this agreement, the PanoClip distribution promotion and this agreement shall be terminated immediately. If you continue to use the PanoClip distribution alliance service, it shall be deemed that you consent to the modification of this agreement.2. Any intended amendments proposed by you shall be submitted to PanoClip in writing and negotiated by PanoClip and you thereby.3. During the effective period of this agreement, if any Party fails to correct the following material breach after 3 days of its occurrence, the other Party shall be entitled to notify the breaching Party in writing to terminate this agreement and claim relevant losses: 1) making false promises or providing false information in relation to this promotion; 2) you violating this agreement to promote the Products at a low price, or through PanoClip's determination, the illegal promotion behavior has been conducted by you; 3) any delay of payment under this agreement by any Party.Article 5 Other terms and conditions
1. Confidential information 1) You shall not crack, copy or transfer the Products to any third party. You shall try your best to protect PanoClip's intellectual properties and ensure that the Products are not decoded in any way. 2) If the business secrets of PanoClip have not been made public legally, you shall not disclose the trade secrets of PanoClip which are informed to you due to the signature, execution or performance of this agreement, nor shall you use such trade secrets beyond the scope of this agreement.2. Validity of the agreementOnce you click “agree” button, the agreement shall be legally binding on you.3. Dispute resolution 1) The interpretation, performance and dispute settlement of this agreement shall apply to Chinese laws; 2) If any dispute arises during the performance of this agreement, both Parties shall resolve it through negotiation. If negotiation fails, either party shall have the right to file a lawsuit to the People's Court with jurisdiction in the Baoan District of Shenzhen. Except specific stipulation in the effective judgment of the court, all the fees of litigation and lawyers shall be borne by the losing Party. 3) The terms of the agreement unrelated to the disputed clause remain in force during the settlement of the dispute. 4) The right of interpretation of this agreement belongs to PanoClip.
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