DealExtreme Affiliate Program Operating Agreement
This Personal Affiliate Program Operating Agreement
(“Operating Agreement”) contains the terms and conditions that govern your
participation in the DealExtreme Affiliate Program (the “Program”). “We”,
“us”, or“our” means EPRO E-COMMERCE LIMITED, as the case
may be.“You”or“your” means the applicant. A “site”means a
website.“DealExtreme Site” means “www.dx.com “site. “Your site”means
any site(s) and any software application(s) that you link to the DealExtreme
BY CLICKING THE CHECKBOX FOR THIS OPERATING AGREEMENT BEFORE REGISTERATION, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR FUTURE NOTIFICATION OF ANY REVISION IN THIS OPERATING AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G. YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Description of the Program
The purpose of the Program is to permit you to advertise Products on your site and to earn commission for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the DealExtreme Site. Product may also include certain services, if any, expressly included in Section 8 of this Operating Agreement. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the DealExtreme Site.
2. Website Content
You must ensure you website(s) used for affiliate marketing suites our program,
Unsuitable sites include those that:
(a) Promote or contain sexually explicit materials;
(b) Promote violence or contain violent materials;
(c) Promote or contain libelous or defamatory materials;
(d) Promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) Promote or undertake illegal activities;
(f) Include any trademark of DealExtreme or its affiliates, or a variant or misspelling of a trademark of DealExtreme or its affiliates, in any domain name – for example, a domain name such as , ,would be unsuitable;
(g) Otherwise violate intellectual property rights. If we find that your site is unsuitable, we may immediately terminate this Operating Agreement and remove your account.
3. Links on Your Site
After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the DealExtreme Site that you place on your site in accordance with this Operating Agreement in a required format that allows accurate tracking, reporting, and accrual of commission.
You may earn commission only as described in Section 7 and only with respect to activity on the DealExtreme Site occurring directly through Special Links. We are not obliged to pay you or compensate you for your any failure to create special links in the appropriate format, including to the extent that such failure may reduce the commission amounts that would otherwise be paid to you under this Operating Agreement.
4. Program Requirements
By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Affiliates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any commission payable to you under this Operating Agreement, terminate this Operating Agreement, or both.
In addition, you hereby consent to us:
5. Responsibility for Your
You are solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
We will have no liability for
these matters or for any of your end users’ claims relating to these matters,
and you agree to defend, indemnify, and hold us, our affiliates and licensors,
and our and their respective employees, officers, directors, and
representatives, harmless from and against all claims, damages, losses,
liabilities, costs, and expenses (including attorneys’ fees) relating to (a)
your site or any materials that appear on your site, including the combination
of your site or those materials with other applications, content, or processes;
(b) the use, development, design, manufacture, production, advertising,
promotion, or marketing of your site or any materials that appear on or within
your site, and all other matters described in this Section 5; (c) your use of
any Content, whether or not such use is authorized by or violates this
Operating Agreement, any Operational Documentation, or applicable law; (d) your
violation of any term or condition of this Operating Agreement; (e) your or
your employees' negligence or willful misconduct.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the DealExtreme Site. We reserve the right to reject orders that do not comply with any requirements on the DealExtreme Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and commission accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
7. Commission Accrual
We will pay you commission on Qualifying Purchases in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when
Qualifying Purchases exclude, and we will not pay commission on any of, the following
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “DealExtreme” or any other trademark of DealExtreme or its affiliates, or variations or misspellin gs of any of those words (e.g. , “DealExtreme” and any other terms with the word DealExtreme, its misspellings or derivations).
DX.com will pay you commission on Qualifying Purchases. When customers come to DX.com from your link and make any purchase within 45 days, commission will be rewarded to you based on the amount of the order. The more customers you recommend to DX.com, the more commission you will receive. DX.com offers a commission rate which changes from time to time. Most commission earnings are calculated as a percentage of Qualifying Revenues based on this commission rate. “Qualifying Revenues” is defined as the amount that DX.com receives from customers’ Qualifying Purchases, excluding shipping, handling, gift-wrapping fees, taxes, service charges, rebates, credit card processing fees, returns, and/or bad debt.
The current commission rate ranges from 5% to 8% based on your sales revenue and is subject to change upon further written notice.
Commission will be paid out in US$ to your verified PayPal account based on the number of Active Referral Points which you state to redeem in your ticket sent to our customer service There may be a processing delay of one week, Redemption requires a minimum of 50 active points.Otherwises,the Active Referral Points can only be used as credit to purchase our specified products.
Referral Point is a form of point used in our system to accrue your commission. Every ten referral points equal one US Dollar, Active Referral Points are referral points that have been generated for more than 60 days and that are redeemable, Pending Referral Points are referral points have been generated within 60 days and that are not redeemable.
Notwithstanding anything to the contrary herein, DX.com shall have no duty to pay you for what would otherwise be Qualifying Purchases during any current or previous month when you were in breach of this Agreement. DX.com reserves the right to withhold your commission for any and all previous months and commission that you are accruing if We, in our sole discretion, have reason to believe that you or your Agent(s) have breached this Agreement or have engaged in potentially fraudulent activities.
10. Policies and Pricing
customers with respect to all activities they undertake in connection with the DealExtreme Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the DealExtreme Site will apply to those customers, and we may change them at any time.
11. Limited License
Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the DealExtreme Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content.
The license set forth in this Section 11will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and DealExtreme Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
12. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sub-licensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
13. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. The execution, effectiveness, interpretation and performance of the Operating Agreement and the settlement of disputes hereunder shall be governed by the Law of the People's Republic of China.
14. Term and Termination
The term of this Operating Agreement will begin upon your enrollment in our program and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and DealExtreme Marks and promptly remove from your site and delete or otherwise destroy all links to the DealExtreme Site, all DealExtreme Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program.
We may modify any of the terms and conditions contained in this Operating Agreement at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the DX.com site. Modifications may include, for example, changes to the Affiliates Program Commission, Affiliates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT WITH WRITTEN NOTICE. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR NOTIFICATION OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
17. Limitation of Liability
WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING FROM CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE DEALEXTREME SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING FROM CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE DEALEXTREME SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE DEALEXTREME SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE DEALEXTREME SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, DEALEXTREME.COM DOMAIN NAME,OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS,AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS". NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE DEALEXTREME SITE, OR THE AFFILIATE-PROGRAM. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING FROM CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Operating Agreement will be resolved by binding arbitration, rather than in court. Where the parties fail to settle a dispute within 30 days after such dispute occurs, they agree to submit such dispute to Hong Kong International Arbitration Center (the “HKIAC”) for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral awards are final and binding upon both parties.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You are not eligible to assign this Operating Agreement without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g. ,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g. , without limitation,” and “for example, without limitation. ” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.