Last updated: August 23, 2022
These Terms and Conditions of Use (T&Cs) apply when you visit the website at
https://www.linkhaitao.com/
by HONG KONG SHOPBUX TECHNOLOGY DEVELOPMENT CO.,LIMITED("LinkHaitao","us", "we") .
Your access to and use of the Website are subject to these T&Cs. If you disagree with
any part of these T&Cs, you must cease usage of the website, or any services,
immediately. By accessing or using the Website you acknowledge and agree to be bound
by these T&Cs. If you are under 18 years of age, then you must obtain your parent or
guardian's consent before accessing and using the Website.
"AS IS" and "AS AVAILABLE" Disclaimer
The information contained on the Website is provided in good faith on an "as is"
basis. LinkHaitao does not represent or warrant the reliability, accuracy or
completeness of the information contained on the website. To the extent permitted by
law, LinkHaitao is not responsible or liable for any Liabilities arising in any way
for errors in, or omissions from, the information on the Website.
Acknowledgment
These are the Terms of Use governing the use of this service and the agreement that
operates between brands, publishers, and LinkHaitao. These Terms and Conditions set
out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and
compliance with these Terms and Conditions. These Terms and Conditions apply to all
visitors, users and others who access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms and
Conditions. If you disagree with any part of these Terms and Conditions, then you may
not access the Service. You represent that you are over the age of 18. The Company
does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on your acceptance of and
compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our
policies and procedures on the collection, use and disclosure of Your personal
information when You use the Application or the Website and tells You about Your
privacy rights and how the law protects You. Please read Our Privacy Policy carefully
before using Our Service.
Registration Data and Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current
and complete information about you as may be prompted by any registration forms on the
Site (“Registration Data”); (b) maintain the security of your password and
identification; (c) maintain and promptly update the Registration Data, and any other
information you provide to LinkHaitao, to keep it accurate, current and complete; and
(d) be fully responsible for all use of your account and for any actions that take
place using your account.
Managing Account and Promoting Content
Subject to the publisher’s compliance with this Agreement, LinkHaitao will:
1) permit the publisher’s participation in the Network for its assignment of the
Promotional Space; and
2) grant access to the Interface. LinkHaitao may change any aspect of the Interface at
its sole discretion.
The publisher under takes that:
1) the Admin shall remain authorized to act on behalf of the publisher and bind the
publisher;
2) all authorized Users are permitted to view, or view and operate, the
publisherAccount in accordance with any permissions granted on the interface, which
shall be kept up to date by the publisher;
3) it shall use best endeavors to ensure that the Admin and all Authorized Users
shall: (a) access the Interface their own name under their own Authorized User
Account; and (b)keep any passwords confidential.
The publisher shall:
1) ensure the proper functioning and maintenance of all Links;
2) provide Brands and LinkHaitao with full and clear instructions as to the Brand
Material it may reasonably require for the purposes of the promotion of a Brand or its
Products in accordance with this agreement and the Program Terms;
3) provide Brands reasonable access to information the Brand may require to operate
the Brand Program, and
4) remain primarily liable for the acts and omissions of all Subpublishers.
LinkHaitao shall not be liable for any losses or damages suffered by the publisher due
to the disclosure of any AuthorizedUser Account passwords. The publisher shall remain
primarily responsible and liable for all activities occurring under any of the
Authorized User Accounts and the acts or omissions of any Authorized User.
If the publisher suspects that a third party has gained unauthorized access to access
data, the publisher shall inform LinkHaitao immediately by sending an e-mail to
support@linkhaitao.com or such other emails may be notified to the publisher from time
to time.
LinkHaitao may Suspend or withdraw any Authorized User Accounts at its discretion, or
on request by the publisher.
Under this Agreement LinkHaitao, or any LinkHaitao Group Company may, on behalf of
LinkHaitao: 1) provide any aspect of the network or the Interface (including the
granting of sub licenses and licenses under the related policy); 2) enjoy any benefit,
or exercise any right; 3)satisfy any of LinkHaitao's obligations.
The publisher may request to market Brands or their products at their discretion by
applying to participate in a Brand Program. Brands may approve or refuse such
requests, and remove publishers from BrandPrograms, at any time at their discretion.
The publisher may only market a Brand or its Products under this Agreement with the
Brand’s continued approval unless specifically enabled by the proper use of the
Interface.
Brands may apply Program Terms and make changes to any Program Terms at their
discretion, which shall become effective on notice to the publisher, including by
publication on the interface. Brands may change their Program Terms at any time. The
publisher is solely responsible for ensuring it is aware of any changes to the program
terms. Subject to the publisher's compliance with this Agreement and the ProgramTerms,
and the continued approval of the respective Brand, LinkHaitao will provide to the
publisher the BrandMaterials.
LinkHaitao, however, is not obliged to review any Brand Material or check their
legality or accuracy. A publisher admitted to the Brand Program may publish the Brand
Materials through its publisher Service at its discretion and use them solely to the
extent permitted under this Agreement and the program terms.
LinkHaitao may deactivate any Links at the request of the respective Brand, or at its
sole discretion. The publisher shall remove any BrandMaterials from the publisher
Service immediately at the request of either the Brand or LinkHaitao. LinkHaitao will
use reasonable endeavors to procure that Brands comply with any terms and conditions,
or other requirements, applied by the publisher to its promotion of Brands or their
Products.
Intellectual Property, Confidentiality, and Data Protection
LinkHaitao hereby grants to the publisher, for the duration of its participation in
the Brand Program, a revocable, non-exclusive, non-transferable, royalty-free,
worldwide sublicense to publish BrandMaterials, without modification, on the
publisherservice in the PromotionalSpaces to the extent necessary to enable the
publisher to market the respective brand and its Products on the Network in compliance
with the Agreement and theProgram Terms. A sublicense granted to a Sub network under
this policy shall be further sub licensable by the Subnetwork to Sub affiliates on
terms equivalent to this policy with LinkHaitao's prior written consent. A sublicense
granted by a Subnetwork under this policy shall not be capable of further sublicense
by the Sub affiliate without LinkHaitao's prior written consent.
LinkHaitao hereby grants to the publisher a revocable, non-exclusive, non-sub
licensable, non-transferable, royalty-free worldwide license to use the interface to
the extent necessary for the publisher to participate in the Network and perform its
obligations under this Agreement. The publisher will not, and will not attempt to
change, reverse engineer or create derivative works of the interface or the Tracking
Code. Each party reserves all of its right, title and interest to any of its
Intellectual Property Rights licensed under this clause, which it creates under this
Agreement, or which is created by operation of the Tracking Code. The publisher shall
use information and data obtained from and in connection with participating in the
Network only for the purpose of this agreement. Uses for any other purpose, or
disclosure of such information and data is prohibited. Either party may identify the
other party in lists of clients or customers and may use the other party's name and
logo in marketing materials and presentations. Any other use shall require the prior
written consent of the other party.
Each party will only use Confidential Information to enjoy its rights or comply with
its obligations under this Agreement. Save as set out in this Agreement, neither party
will disclose any Confidential Information. Confidential Information shall be kept
confidential. The obligations of confidentiality in this Agreement will not apply to
Confidential Information to the extent it: 1) is in the public domain (other than as a
result of a breach of this Agreement); 2) can be demonstrated as having been
independently developed by the receiving party; 3) is published on the Interface in
the receipt or provision of the Services in accordance with this Agreement; 4) is
required to be disclosed by law or court order.
The Company may disclose Confidential Information to Group Companies.
The Company and the Brand will comply with all respective legal obligations under Data
Regulation. Each party will provide the other party with any cooperation reasonably
requested to enable the other party’s compliance with this policy. The Company and the
Brand will each comply with any data processing agreement or arrangement entered into
by them in connection with Personal Data published under this Agreement.
LinkHaitao may disclose Confidential Information to LinkHaitao Group Companies.
Tracking and Sales
The Tracking Code and Program Terms as interpreted by LinkHaitao will be the sole
bases for recording and determining Actions and Commissions and for tracking. No other
means of recording or determining Actions or Commissions shall be used under this
Agreement, notwithstanding any agreement or arrangement between the publisher and any
Brand to the contrary. Sales, Clicks and Leads will only be attributed to the
publisher where the Tracking Code records that the publisher was responsible for the
most recent referral of the visitor to the Brand URL prior to that Sale or Lead unless
expressly agreed otherwise between the parties or specified otherwise by the Brand in
the respective Program Terms, and in each case subject to any communicated"cookie
hierarchy" or "commission hierarchy". TrackedSales, Clicks and Leads will be locked
after a certain period, subject to the applicable Program Terms.
The amount of any Commissions are as may be displayed on the Interface. CPA
Commissions in respect of locked Sales will be determined as either: 1) a percentage
of the purchase price of the Product(s) subject of the locked Sale, as set out on the
Interface; or 2) a fixed amount, irrespective of the purchase price of the Product(s)
subject of the locked Sale, as set out on the Interface.
Bonuses may be agreed upon by the publisher and Brands at their discretion and must be
processed via the Interface. Commissions and Bonuses shall only be due for payment: 1)
on receipt by LinkHaitao of the corresponding payment in respect of that Action from
the Brand, and 2) in respect of Actions procured in accordance with this Agreement and
any applicable Program Terms. Without prejudice to any other rights or remedies of
LinkHaitao, if LinkHaitao reasonably suspects that any Commissions paid under this
Agreement have been generated in breach of this agreement, LinkHaitao may set off or
deduct the amount of such Commissions from any future payments due to the publisher or
from any funds held to the publisher's account from time to time (whether under this
Agreement or any other agreement between LinkHaitao and the publisher). Such deduction
shall constitute a genuine estimation of the loss suffered by LinkHaitao as a result
of the payment of such Commission in breach of this Agreement.
Invoice and Payment
LinkHaitao will pay the publisher: 1) Commissions in respect of lockedSales,
Leads, Clicks, or one thousand Ad Impressions; and 2) Bonuses agreed between
the publisher and Brands. Payment of Commissions and Bonuses may be subject to any
Brand Terms.
Payment statements for Commissions and Bonuses can be accessed by the publisher via
the Interface. The publisher agrees to the following: 1) the publisher agrees
not to issue invoices for any Commissions and Bonuses generated under this Agreement;
2) LinkHaitao may provide a copy of this Agreement to the Internal Revenue
Service (or equivalent local tax authority)in order to evidence the payment
arrangements between LinkHaitao and the publisher;3) the publisher will
immediately notify LinkHaitao if it transfers any part of its business as a going
concern; 4) LinkHaitao may engage third-party service providers to administer
the issuing of payments under this Agreement.
LinkHaitao will pay all due Commissions and bonuses subject to
1) the passing of the lock date set out in the Interface by the Brand for the
respective Action; 2) any minimum payment thresholds implemented by LinkHaitao
from time to time being satisfied; 3) the correct, accurate and complete bank
and tax information of the publisher being shown on the Interface; 4) the
provisions of any additional information reasonably requested by LinkHaitao in respect
of the publisher’s location or residence; 5) the payment not being subject to
any internal audits or ‘network quality’ reviews from time to time.
All payments will be made in accordance with the payment method selected by the
publisher in the "Payment Settings" section of the respective publisher Account on the
Interface. LinkHaitao is not obligated to take steps to verify the accuracy of the
payment information provided by the publisher, including mailing address if the
publisher chooses to be paid by check or bank account information if the publisher
chooses to be paid by ACH. Updates to bank account information may take up to two
Business Days to take effect.
All sums payable under this Agreement shall be exclusive of any sales taxes, use
taxes, value added taxes, goods or services taxes or comparable taxes which, if
applicable, shall be added at the appropriate rate. These taxes shall be collected and
remitted pursuant to applicable law. If payments under this Agreement are subject to
withholding tax, LinkHaitao is entitled to deduct the appropriate amount from payments
to the publisher. The parties agree to work together on reducing any withholding tax,
and, upon request, shall provide documents required for any reduction, exemption,
reimbursement, or deduction of withholding tax.
All amounts payable shall be paid in the currency in which the respective Commissions
are received from Brands. Any costs of currency conversion or losses caused by
exchange rate fluctuations shall be borne by the publisher.
The publisher will immediately repay any amounts paid the publisher in error, or other
than in accordance with the publisher's rights under this Agreement.
Publisher accounts that are abandoned will be closed. If an abandoned publisher
account has a positive balance, the balance will be paid out to the publisher upon
closure. An abandoned publisher account is defined as any account that has not been
logged into, nor had any transactions posted to it, for a period of 6 months. If one
or the other of those conditions are true, the account will remain in an active state.
Any underpaid Commission or Bonus must be notified to LinkHaitao immediately.
Underpaid Commission or Bonuses notified by the publisher to LinkHaitao within 12
months of the underpayment will be rectified. The publisher hereby waives its right to
recover any underpaid commissions or Bonuses that the publisher fails to report
toLinkHaitao within 12 months of the underpayment.
LinkHaitao reserves the right to require payment of fees for certain or all Services.
You shall pay all applicable fees, as described on the Services in connection with
such Services selected by you. LinkHaitao reserves the right to change its price list
and to institute new charges at any time, upon notice to you, which may be posted on
our websites, sent via email or postal mail. Use of the Services by you following such
notification constitutes your acceptance of any new or increased charges. To the
fullest extent allowed by applicable law, all fees paid hereunder are non-refundable
unless otherwise permitted by this Agreement.
Relationship Between Each Other
The publishers' participation in the Network does not create any contract between the
publisher and any Brand. During the term of this agreement the publisher will not,
directly or indirectly, enter or attempt to enter into any agreement, understanding,
or another form of arrangement (whether express or implied) with any Brand where
payments are made to the publisher with in respect of any marketing services
(including but not limited to affiliate, display, programmatic, search, email and
click-to-call marketing) other than under this Agreement, without LinkHaitao’s prior
written approval.
Links to Other Websites
Our Service may contain links to third-party websites or services that are not owned
or controlled by the Company.
The Company has no control over and assumes no responsibility for, the content,
privacy policies, or practices of any third-party websites or services. You further
acknowledge and agree that the Company shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection
with the use of or reliance on any such content, goods or services available on or
through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any
third-party websites or services that You visit.
Warranties and Indemnity
Each party warrants and undertakes to the other for the Term that:
1) it has full power and authority to enter into this Agreement; 2) it
holds all licenses and approvals necessary for the performance of its obligations
under this Agreement; 3) it will perform its obligations under this Agreement
in accordance with all applicable laws and using reasonable skill and care; and
4) it will not make any false, misleading or disparaging representations or
statements regarding the other party.
The publisher warrants and undertakes to LinkHaitao for the Term that:
1) neither thepublisher, nor any of its officers or shareholders, have
previously been party to an agreement terminated byLinkHaitao or any LinkHaitao Group
Company for breach; 2) no officer or shareholder of the publisher has been an
officer or shareholder of a company (or other entity) party to an agreement terminated
by LinkHaitao or any LinkHaitaoGroup Company for breach; 3) all information
about the publisher set out in theApplication Form or on the Interface is complete,
true, accurate, not misleading and will be kept up to date (including, but not limited
to address details, payment details and tax information); 4) its marketing of
any Brand or its Products will comply with all Advertising Standards and Data
Regulation; 5)the publisher Service will be operated in accordance with all
applicable laws(including Advertising Standards and Data Regulation); 6) it
shall comply with the Code of Conduct at all times; 7) it shall comply with all
relevant tax laws; 8) it shall retain ultimate control of the operation of the
publisherservice; 9) it is the owner or valid licensee of any Intellectual
PropertyRights appearing on the publisher Service, and that no part of the
publisherservice infringes the rights of any third party; and 10) all Brand
Materials will be accurately and faithfully reproduced.
The publisher will indemnify, defend and hold harmless LinkHaitao and any LinkHaitao
Group Company (including its directors, employees, agents or contractors), from and
against any claims, costs, damages, losses, liabilities and expenses (including legal
fees) relating to any claims, actions, suits or proceedings by third parties against
LinkHaitao any LinkHaitao GroupCompany arising out of or related in any way to any
breach by the publisher of any of the warranties, or publisher‘s gross negligence or
willful misconduct.
Termination, Suspension, and Consequences under These Situation
This Agreement will start on the Effective Date and continue until terminated in
accordance with its terms. Without prejudice to its other rights or remedies, a party
may terminate the Agreement immediately on written notice to the other party, if:
1) the other party materially breaches this Agreement; 2) the other
party is deemed unable to pay its debts; steps are made to wind up, or appoint an
administrator over, the other party; a third party becomes entitled to appoint a
receiver over the assets of the other party; the other party negotiates with all or a
class of its creditors, or proposes or enters a compromise with such creditors, or any
similar or analogous event occurs.
LinkHaitao may immediately terminate this Agreement or Suspend the Affiliate if the
Affiliate: 1) does not access the AffiliateAccount for a period of six months
or if no Commissions have been generated for a period of six months; 2) is
reasonably suspected by LinkHaitao to have breached any: (a) of the warranties; (b)
Program Terms of a Brand; (c) part of the Code of Conduct.
We may terminate or suspend your access immediately, without prior notice or
liability, for any reason whatsoever, including without limitation if you breach these
Terms and Conditions. Upon termination, your right to use the Service will cease
immediately.
During any period of Suspension: 1) the publisher is not permitted to access
the interface; 2) all licenses will be Suspended and the publisher shall
immediately remove any Brand Materials from the publisher Service;
3) LinkHaitao may deactivate any Links and remove any Brand Materials from the
publisher Service (to the extent it is able); and15.1.4 no payments will be made to
the publisher. On termination of the agreement: 1) all licenses will terminate
and the publisher shall immediately removes any Brand Materials from the publisher
Service; 2)LinkHaitao may deactivate any Links and remove any Brand Materials
from the publisherservice(to the extent it is able); 3) each party will return
or at the other party’s option destroy all confidential information in its possession
within five business Days; 4) all unpaid Commissions as of the date of
termination, or accruing after the date of termination, shall be forfeited to
LinkHaitao irrevocably and the publisher hereby waives any right or entitlement to
recover such Commissions and Bonuses from LinkHaitao. Termination of this agreement
will not affect any existing rights or remedies.
Limitation of Liability
This policy sets out the entire liability of LinkHaitao and its Group Companies under
or in connection with the Agreement. Each party shall be liable for any breaches of
Data Regulation for which they are responsible and accordingly there shall be no joint
liability between the parties in respect of such breaches.
LinkHaitao will not be liable for any losses of the publisher if LinkHaitao's
compliance with the agreement is prevented by the acts or commissions of the
publisher.
LinkHaitao will not be liable to the publisher for loss of profit, business, goodwill,
anticipated savings, goods, contract, use or data; losses arising from the acts or
omissions of a Brand; or for any special, indirect, consequential or pure economic
loss, costs, damages, charges or expenses.
LinkHaitao in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise arising in connection with the Agreement
will be limited to the amount of Network Fee actually received by LinkHaitao from
Brands in respect of commissions paid to the publisher in the 12 month period
preceding the date on which the claim arose. Except as expressly stated otherwise in
this Agreement, all warranties, conditions, and other terms implied by statute or
common law are excluded to the fullest extent permitted by law. The Network, the
Interface, the Tracking Code, their use and the results of such use are provided "as
is" to the fullest extent permitted by law. LinkHaitao disclaims all express or
implied warranties, including warranties of satisfactory quality and fitness for a
particular purpose, which may be implied in respect of the Network, interface, the
Tracking Code, their use and the results of such use. The performance of the Network,
the Tracking Code and the Interface relies on third parties beyond LinkHaitao ‘s
control, and in particular, the maintenance by Brands of the proper integration of the
Tracking Code into Brand URLs. LinkHaitao specifically disclaims any warranty:
1) that the use or operation of the network, the Interface or the Tracking Code
will be uninterrupted and or error-free; 2) that the Tracking Code will be
properly integrated into the brand URLs; 3) that the Tracking Code accurately
records Actions at all times;4) in respect of the Brand Materials, including
any warranty that the BrandMaterials comply with Advertising Standards; 5) that
defects will be corrected;6) that the Network, the Interface or the Tracking
Code are free of viruses or malicious code; 7) that any security methods
employed will be sufficient; 8) in respect of any Brand or its technology and
any third party or its technology; and 9) regarding correctness, accuracy, or
reliability.
LinkHaitao shall only be held liable in cases of intent or gross negligence of one of
its legal representatives, executives or other vicarious agents, in the event of any
culpable breach of a material contractual obligation and limited to the amount of the
typically foreseeable loss.
Nothing in this Agreement limits or excludes the liability of LinkHaitao in the event
of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or
fraudulent misstatement as well as in cases of mandatory statutory liability.
Others
When you use our Services or send emails to us, you are communicating with us
electronically. You agree that we may communicate with you electronically. Such
electronic communications may consist of e-mail, notices posted on our Services,
"push" mobile notifications, and other communications. You agree that all agreements,
notices, disclosures, and other communications we send to you electronically will
satisfy any requirement that such communication be in writing and, to the extent
intended, such communication will be an enforceable and binding term or amendment to
this Agreement.
You agree to indemnify and hold LinkHaitao, its parents, subsidiaries, affiliates,
officers and employees, harmless from any claim or demand (including, without
limitation, from all damages, liabilities, settlements, costs and attorneys' fees)
made by any third party due to or arising out of your access to the Services, use of
the Services, the violation of this Agreement by you, or the infringement by you, or
any third party using your account, of any intellectual property or other rights of
any person or entity.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms
and Your use of the Service. Your use of the Application may also be subject to other
local, state, national, or international laws.
Disputes Resolution
If You have any concerns or disputes about the Service, you agree first to try to
resolve the dispute informally by contacting the Company.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to
the United States government embargo, or that has been designated by the United States
government as a "terrorist supporting" country, and (ii) You are not listed on any
United States government list of prohibited or restricted parties.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace these Terms at any
time.
By continuing to access or use Our Service after those revisions become effective, you
agree to be bound by the revised terms. If you do not agree to the new terms, in whole
or in part, please stop using the website and the Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the
following conditions. The following definitions shall have the same meaning regardless
of whether they appear in singular or in the plural.
General Definitions
For the purposes of these Terms and Conditions: publisher means an entity that
controls, is controlled by or is under common control with a party, where "control"
means ownership of 50% or more of the shares, equity interest or other securities
entitled to vote for the election of directors or other managing authority.
GDPR Privacy
Rights Applicable to EU Users
We will rely on your consent to use (i) technical information such as cookie data and
geolocation data; and (ii) your Personal Information for marketing purposes. You may
withdraw your consent at any time by contacting us using the information at the end of
this Privacy Policy or by following an unsubscribe link in any marketing communication
you receive from us. If you are subject to EU law, you may ask us to: See what
Personal Information we hold about you; Erase your Personal Information; Port your
Personal Information; Restrict our use of your Personal Information. If you are not
subject to EU law, these rights do not apply to you.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement)
refers to SHANGHAI CHENGZHAO NETWORK Technology CO., LTD.
Device means any device that can access the Service such as a computer, a cellphone or
a digital tablet. Service refers to the Website.
Fee means the Setup Fee, the Monthly Fee, and the Network Fee as set out in the
Interface.
Terms and Conditions (also referred to as "Terms") mean these Terms and Conditions
that form the entire agreement between You and the Company regarding the use of the
Service.
Third-party Social Media Service means any services or content (including data,
information, products or services) provided by a third party that may be displayed,
included or made available by the Service.
Website refers to LinkHaitao, accessible from
https://www.linkhaitao.com
You means the individual accessing or using the Service, or the company, or other
legal entity on behalf of which such individual is accessing or using the Service, as
applicable.
Contact Us
If you have any questions about these Terms and Conditions, you can contact us:
By email:
support@linkhaitao.com
Last updated: Jan 1, 2023
Please read these terms and conditions carefully before using Our Service.
These Terms and Conditions of Use (T&Cs)apply when you visit the website at
https://www.linkhaitao.com/
operated by HONG KONG SHOPBUX TECHNOLOGY DEVELOPMENT CO.,LIMITED ("LinkHaitao","us",
"we") .
Your access to and use of the Website, is subject to these T&Cs. If you disagree with
any part of these T&Cs, you must cease usage of the website, or any services,
immediately. By accessing or using the Website you acknowledge and agree to be bound
by these T&Cs. If you are under 18 years of age, then you must obtain your parent or
guardian's consent before accessing and using the Website.
"AS IS" and "AS AVAILABLE" Disclaimer
The information contained on the Website is provided in good faith on an "as is"
basis. LinkHaitao does not represent or warrant the reliability, accuracy or
completeness of the information contained on the Website. To the extent permitted by
law, LinkHaitao is not responsible or liable for any Liabilities arising in any way
for errors in, or omissions from, the information on the Website.
Acknowledgment
These are the Terms of Use governing the use of this service and the agreement that
operates between brands, publishers, and LinkHaitao. These Terms and Conditions set
out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and
compliance with these Terms and Conditions. These Terms and Conditions apply to all
visitors, users and others who access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms and
Conditions. If you disagree with any part of these Terms and Conditions, then you may
not access the Service.
You represent that you are over the age of 18. The Company does not permit those under
18 to use the Service.
Your access to and use of the Service is also conditioned on your acceptance of and
compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our
policies and procedures on the collection, use and disclosure of Your personal
information when You use the Application or the Website and tells You about Your
privacy rights and how the law protects You. Please read Our Privacy Policy carefully
before using Our Service.
RegistrationData and Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current
and complete information about you as may be prompted by any registration forms on the
Site (“Registration Data”); (b) maintain the security of your password and
identification; (c) maintain and promptly update the Registration Data, and any other
information you provide to LinkHaitao, to keep it accurate, current and complete; and
(d) be fully responsible for all use of your account and for any actions that take
place using your account.
Provision and Use
Subject to the Brand compliance of SET-UP policy, the Company will provide to the
Brands:the Services; access to the Interface; and updates to the Tracking Code it
makes generally available.During the Term, the Brand will:
-
promptly select and approve Brand to act as Participating Brand.
-
maintain the proper integration of the Tracking Code into the Brand URLs, including
any updates, in accordance with the Company's Tracking Policy.
-
use all reasonable efforts to inform the Company, in advance where possible, of any
circumstances likely to prevent the Tracking Code accurately recording Actions.
-
provide the Company any information, assistance or access reasonably requested to
enable the supply of the Services.
-
ensure any information it provides to the Company is accurate and up to date.
-
notify the Company of any actual (and to the extent possible, anticipated) downtime
of any of the Brand URLs.
- provide the Company the Brand materials.
-
ensure any Brand Materials shall be legally compliant in every respect associated
with the advertisement, age group, and industry, including but not limited to being
truthful, non-deceptive, and substantiated. If the Brand provides marketing
guidelines to the Company, the Company may approve on behalf of the Brand
advertising content prepared by a Participating publisher in accordance with those
guidelines, provided that the Company shall assume no liability for material
reasonably approved in compliance with those guidelines.promptly select and approve
Brand to act as Participating Brand.
Managing Account and Uploading Content
You understand that except for as expressly provided in your service agreement with
us, the Service and Site may not be used by you for commercial purposes. You
represent, warrant, and agree that no materials of any kind submitted through your
account or otherwise posted, transmitted, or shared by you on or through the Service
will violate or infringe upon the rights of any third party, including copyright,
trademark, privacy, publicity or other personal or proprietary rights; or contain
libelous, defamatoryor otherwise unlawful material.
In addition, you agree not to use the Service or Site to:
-
harvest or collect email addresses or other contact information of other users from
the Service or Site by electronic or other means for the purposes of sending
unsolicited emails or other unsolicited communications.
-
use the Service or Site in any unlawful manner or in any other manner that could
damage, disable, overburdenor impair the Site.
-
use automated scripts to collect information from or otherwise interact with the
Service or Site.
-
upload, post, transmit, share, store or otherwise make available any content that we
deem to be harmful, threatening, unlawful, defamatory, infringing, abusive,
inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or
publicity rights, hateful, or racially, ethnically, or otherwise objectionable.
-
upload, post, transmit, share, store or otherwise make available any videos other
than those they are to be used expressly pursuant to and compliant with your service
agreement with us.
-
register for a user account on behalf of an individual other thanyourself,
orregister any group or entity unless you are expressly authorized to do so.
-
impersonate any person or entity, or falsely state or otherwise misrepresent
yourself, your age or your affiliation with any person or entity.
-
upload, post, transmit, share or otherwise make available any unsolicited or
unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,”
“chain letters,” “pyramid schemes,” or any other illegal or unethical form of
solicitation.
-
solicit personal information from anyone under 18 or solicit passwords or personally
identifying information for commercial or unlawful purposes.
-
upload, post, transmit, share or otherwise make available any material that contains
software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or hardware
or telecommunications equipment.
- intimidate or harass another.
-
upload, post, transmit, share, store or otherwise make available content that would
constitute, encourage or provide instructions for a criminal offense, violate the
rights of any party, or that would otherwise create liability or violate any local,
state, national or international law.
-
use or attempt to use another’s account, service or system without authorization
from LinkHaitao, or create a false identity on the Service or Site. Upload, post,
transmit, share, store or otherwise make available content that, in the sole
judgment of LinkHaitao, is objectionable or which restricts or inhibits any other
person from using or enjoying the Site, or which may expose LinkHaitao or its users
to any harm or liability of any type.
Without limiting any of the foregoing, you also agree to abide by our LinkHaitao Code
of Conduct that provides further information regarding the authorized conduct of users
on the Site.
You are solely responsible for the profiles, messages, notes, text, information,
advertisements, listings, and other content that you upload, publish or display
(hereinafter, “post”) on or through the services or the Site, or transmit to or share
with other Members (collectively the “Member Content”). You may not post, transmit, or
share Member Content on the Site or Service that you did not create or that you do not
have permission to post. You understand and agree that LinkHaitao may, but is not
obligated to, review the Site and may delete or remove (without notice) any Site
Content or Member Content in its sole discretion, for any reason or no reason,
including Member Content that in the sole judgment of LinkHaitao violates this
Agreement or any other agreement that governs your use of the Service or Site, or
which might be offensive, illegal, or that might violate the rights, harm, or threaten
the safety of users or others. You are solely responsible at your sole cost and
expense for creating backup copies and replacing any Member Content you post or store
on the Site or provide to the LinkHaitao.
Services to be provided under Campaigns will be provided by the Company for the
period, budget and other terms set out in writing, agreed by the Brand and Company
from time to time. The Brand will provide the Company any Brand Materials relevant to
the Program or Campaign as applicable.
The Company will: suggest appropriate Participating publishers; and on the Brand’s
request: (a) prevent any publisher from acting as a Participating publisher; and (b)
use reasonable efforts to procure Participating publisher remove Brand Materials or
Links from publisher Websites.
The Brand will:
-
Permit publishers to market the Brands and its Products and inform Participating
publishers of any: (a) information relevant to the promotion of the Brands or any
Products; (b) Advertising Standards applicable to the promotion of the Products or
the Brands; (c) Brands Materials which are directed to children; (d) terms and
conditions, or other requirements, applied by the Brands to the promotion of the
Brands or any Products from time to time.
-
Alert the Company in writing to any Brand Materials directed to children or related
to a child-directed or mixed-use application or website as described in COPPA.
-
Inform the Company of any complaints made to the Brand in respect of any
Participating publisher.
-
Comply with any terms and conditions, or other requirements, applied by a
Participating publisher to its promotion of the Brand or any Products from time to
time.
Any terms and conditions, or other requirements, applied by the Brand to the promotion
of the Brand or any Products shall be subject to the terms of this Agreement.
The Brand may not reject publishers which are permitted to promote the Brand on other
publisher marketing networks in the Country, or as part of an in-house or personal
publisher marketing campaign or program.
The Brand may delegate the day-to-day operation of Campaigns and Programs to a third
party on written notice to the Company, provided that the Brand shall remain primarily
liable for the acts or omissions of that third party.
Sales, Tracking, and Claimed Cases
Whenever services are available for purchase from LinkHaitao, the services shall
include specific terms, conditions, and policies applicable to your purchase of
services from LinkHaitao(“Terms of Sale”). By ordering services from LinkHaitao
through the Site, you agree to be bound by and accept the applicable Terms of Sale.
The Terms of Sale are subject to change without prior notice at any time, in
LinkHaitao sole discretion so you should review the Terms of Sale each time you make a
purchase.
You are solely responsible for your interactions with other Members. We reserve the
right, but have no obligation, to monitor disputes between you and other Members.
The Tracking Code and Tracking Policy will be the sole basis for recording and
determining Actions and Commissions.
Each Transaction and Lead will be deemed to have been approved by the Brand at the end
of the respective pending sales period (“Pending Sales Period”), unless declined in
accordance with The Pending Sales Period Policy below.
The Pending Sales Period is by default set to zero and may be adjusted by the Brand on
prior written notice to the Company. Where applicable, the Brand shall use all
reasonable efforts to review Transactions and Leads within the Pending Sales Period.
Within the Pending Sales Period, the Brand may only decline:
1.a percentage of the purchase price of the Product(s) subject of the Approved
Transaction, as set out on the Interface.
2.or a fixed amount, irrespective of the purchase price of the Product(s) subject of
the standard terms of LinkHaitao Approved Transaction, as set out on the Interface.
The Brand agrees and acknowledges that it has no right whatsoever to recover from the
Company or any Participating publisher any Fees or Commissions paid to the Company in
respect of Approved Transactions or Approved Leads (including those deemed approved,
or any Clicks or Ad Impressions. The Brand hereby waives and releases the Company and
any Participating publisher from any claims the Brand may have for recovery of paid
Fees or Commissions.
The amount of any Commissions are as displayed on the Interface. CPA Commissions in
respect of Approved Transactions will be determined as either:
Transactions which the Brand can evidence to the Company’s reasonable satisfaction
were cancelled in accordance with applicable statutory consumer rights of cancellation
or terms of business.
Transactions and leads which the Brand can evidence to the Company’s reasonable
satisfaction were: (a) generated in breach of any terms and conditions, or other
requirements, applied by the Brand to the promotion of the Brand or any Products; or
(b) the result of a fraud committed by a Participating publisher.
The Brand may commit to pay additional Commissions, on terms set out on the Interface.
The Brand may commit to pay Bonuses, at terms set out on the Interface. The Company
will remit the applicable payment to the respective Participating publisher to whom
the Approved Transaction, Approved Lead, Click or Ad Impression is attributed, or to
whom the Bonus is due. This payment may be subject to the prior payment of Commission
from the Brands . The Brand may vary the Commission on a go-forward basis by using the
Interface or by written request to the Company personnel. Commissions and Bonuses
applicable to past Actions or other historic marketing activity may not be varied. The
Brand will be bound to pay the Commission as varied, regardless of whether such
variations were made by the Brand or on its behalf, for any all Actions made after the
time of variation. Any variations to the Commission are made by operation of this
Agreement and do not constitute any amendment to this Agreement or the entry of any
additional agreement.
The Commission may not be less than the equivalent commission offered by the Brand on
other publisher marketing networks in the Country, or in-house or personal publisher
marketing programs. Any measures to prevent or reduce the amount of any Commission,
Network Fee or Bonus incurred or payable in respect of an Action, which are
implemented on the basis that the Visitor subject of the Action also visited the Brand
URL through non-Network sales channels or sources of web traffic, are referred to as
“Deduplication”. The basis for Deduplication shall be provided to the Company in
reasonable time in advance of their implementation.
Brands may change the amount of Commission offered on notice to publishers.
Deduplication is subject to any conflicting provisions in this Agreement and the
Tracking Policy. Deduplication may not be implemented on the basis that, within the
Tracking Period, the Visitor subject of the Action also visited the Brand URL: 1)by
typing the Brand URL into a web browser; 2) by following links appearing in (a)
organic search results; (b) paid-for results of searches on the Brand’s brand names;
(c) organic social media; (d) price comparison websites; 3) as a result of internal
email marketing or newsletters; 4) as a result of the retargeting of that Visitor: (a)
by email; (b) by telephone; (c) by interstitial or pop-up; or (d) while at the Brand
URL, as a result that Visitor’s behavior.
LinkHaitao is not liable for any conflict between brands and publishers, including
deduplication and bonus payment.
For Claimed Cases, the Brand shall use all reasonable efforts to approve Claimed
Actions within the Pending Sales Period for Claimed Actions.
The Brand must approve Claimed Actions in good faith and: 1) having regard to any
information provided by a Participating publisher to demonstrate the Claimed Actions
ought to have been approved by the Brand under Tracking Policy; and 2) in a manner
consistent with its historic approach to the approval or decline of Transactions,
Leads or Claimed Actions of that type, unless reasonable advance notice is given to
Participating publishers.
The Brand may only decline: 1) Claimed Transactions which the Brand can evidence to
the Company’s reasonable satisfaction were cancelled in accordance with applicable
statutory consumer rights of cancellation or terms of business; or 2) Claimed Actions
which the Brand can evidence to the Company’s reasonable satisfaction were: (a)
generated in breach of any terms and conditions, or other requirements, applied by the
Brand to the promotion of the Brand or any Products; or (b) the result of a fraud
committed by a Participating publisher.
Claimed Actions will be deemed to have been approved by the Brand at the end of the
respective Validation Period for Claimed Actions, unless declined in accordance with
this clause.
Intellectual Property, Confidentiality, and Data Protection
The Brand hereby grants to the Company anon-exclusive, transferable, royalty-free,
worldwide license to publish the BrandMaterials on the Interface and to use the Brand
Materials to: 1) operate the Network; 2) enable Participating publishers to market the
Brand and its Products; 3) market its business, with the Brand’s prior consent; 4)
otherwise carry on its website traffic, consumer behavior tracking and transaction
reporting business from time to time.
The Company may grant sub licenses of the license to Participating publishers to the
extent necessary to enable Participating publishers to market the Brand and its
Products on the Network. A sublicense granted to a publisher Network under this policy
shall be further sub-licensable by the Participating publisher to Sub-publishers on
terms equivalent to this policy. A sublicense granted by a publisherNetwork under this
policy shall not be capable of further sublicense by the Sub-publisher without the
Brand’s prior written consent.
The Company hereby grants to the Brand a non-exclusive, non-sub licensable,
non-transferable, royalty free worldwide license to:1) use the Tracking Code on
theBrandURLs; and 2) use the Interface; to the extent necessary for the Brand to
participate in the Network and perform its obligations under this Agreement.
The Brand will not, and will not attempt to change, reverse engineer or create
derivative works of the Interface or the Tracking Code. Each party reserves all of its
right, title and interest to any of its Intellectual Property Rights licensed under
this policy, or which it creates under this Agreement.
The Brand will indemnify, defend and hold harmless the Company and any of its Group
Companies (including their directors, employees, agents or contractors), from and
against any claims, costs, damages, losses, liabilities and expenses (including legal
fees) relating to any claims, actions, suits or proceedings by third parties against
the Company arising out of or related in any way to the Company’s, or any
Participating publisher’s , use of the Brand Materials in accordance with this
Agreement.
For Confidentiality, each party will only use Confidential Information to enjoy its
rights or comply with its obligations under this Agreement. Save as set out in this
Agreement, neither party will disclose any Confidential Information. Confidential
Information shall be kept confidential .The obligations of confidentiality in this
Agreement will not apply to Confidential Information to the extent it: 1) is in the
public domain (other than as a result of a breach of this Agreement; 2) can be
demonstrated as having been independently developed by the receiving party; 3) is
published on the Interface in the receipt or provision of the Services in accordance
with this Agreement; 4) is required to be disclosed by law or a court order. The
Company may disclose Confidential Information to Group Companies.
For Data Protection, the Company and the Brand will comply with all respective legal
obligations under Data Regulation. Each party will provide the other party any
co-operation reasonably requested to enable the other party’s compliance with this
policy. The Company and the Brand will each comply with any data processing agreement
or arrangement entered by them in connection with Personal Data published under this
Agreement. The Brand shall not use any reports generated by use of the Interface to
create Visitor profiles, as defined under GDPR where applicable. The Brand will not do
or omit to do any act which may cause the Company to be in breach of any of its
obligations under the Data Regulations. The Brand will, on behalf of the Company to
comply withePrivacy, obtain the prior, freely-given , specific, informed, unambiguous
and revocable consent of Visitors and other users of Brand URLs to cookies or other
tracking technologies of the Company served under this Agreement.
Invoice and Payment
The amount of the Network Fee is as set out in the Interface. Network Fees are payable
in addition to Commissions or Bonuses on which they are based.
The Brand will pay the Company, without deduction or set-off:
1. the Set-Up Fee and the Monthly Minimum Maintenance Fee.
2. the Network Fees and Commissions in respect of each Approved Transaction, Approved
Lead, Clicks or one thousand Ad Impressions.
3. the Bonuses due.
4. the Reintegration Fee in respect of each.
During any period of Brand Downtime, the Network Fees, Bonuses and Commission will be
determined by the Company, having regard to the average value of Fees and Commission
payable by the Brand (including, where applicable the average value of Fees and
Commission payable by the Brand during equivalent periods in previous years).
For Pre-paymentAmount, on the Effective Date the Company will request payment from the
Brand of the Pre-payment Amount and the Set-Up Fee in advance, which shall be paid by
the Brand immediately (unless agreed otherwise). TheBrand will pay the Set-Up Fee and
the initial Pre-payment Amount upon registration to the Network using the methods
specified on the Interface.
The Brand will be required to replenish the Prepayment Amount periodically when the
remaining amount is not enough to pay. In settlement of the Minimum Maintenance Fee,
the Company will deduct the Minimum Maintenance Fee from the Pre-payment Amount on a
monthly basis, as well as the Network Fee generated by the Brand in the previous
calendar month.
In settlement of the Network Fees and Commissions, the Company will deduct from the
Pre-payment Amount the Network Fees and Commissions in respect of: 1) Transactions and
Leads, on their approval (or deemed approval) in accordance with clause 5; and 2)
Clicks or one thousand Ad Impressions, immediately. On the agreement of the Bonus, the
Company will deduct the Bonus from the Pre-payment Amount in settlement of the Bonus;
3)No interest is payable in respect of the Pre-payment Amount held by the Company; The
Pre-payment Amount may be varied by written agreement.
Without prejudice to the Company’s other rights or remedies, if theBrand fails to make
any payment when due under this Agreement or any Additional Country Agreement:
1. any discounts applied will be lost and all Fees will revert to the standard
rates.
2. the Company may charge, from the due date for payment until payment is made
(whether before or after any judgment), and Brandshall pay immediately on demand: (i)
interest on such sums from the due date for payment at the rate of 1.5% per month or
that allowed by law, whichever is higher, accruing on a daily basis and being
compounded quarterly until payment is made, and; and (ii) the costs of recovering such
unpaid amounts.
3. and/or the Company may suspend all Services and licenses, or terminate this
Agreement, with immediate effect, until payment is made in full.
All sums payable under this Agreement are exclusive of local, state, federal and
international sales, value-added, withholding, and other taxes, and duties of any kind
that are or may become applicable as a result of the provision of the services by
Company ("Taxes"). Brand shall be responsible for payment of all such Taxes, excluding
any taxes or duties on Company's net income, assets, or employees. Any Taxes will be
charged to the Brand and remitted by the Company to the appropriate taxing authority.
Without limiting the foregoing, Brand shall be responsible for all applicable sales
taxes unless it first claims a sales tax exemption by providing Company with an
exemption certification acceptable to the appropriate authorities.
All Taxes collected from Brand by Company and remitted to the appropriate authorities
are nonrefundable by Company. Brand will need to claim any applicable tax refunds
directly through the appropriate authorities. If payments under this Agreement are
subject to withholding tax, the Brand is entitled to deduct the appropriate amount
from payments to the Company, provided that Brand keeps written records of all such
deductions as well as associated payments and such records are immediately accessible
to Company. The parties agree to work together on reducing or avoiding any withholding
tax, and, upon request, shall provide documents required for any reduction, exemption,
reimbursement or deduction of withholding tax. All amounts payable shall be paid in
the currency in which they are invoiced. Any costs of currency conversion or losses
caused by exchange rate fluctuations shall be borne by the Brand.
Guarantees
Each party warrants and undertakes to the other for the Term that: 1) it has full
power and authority to enter into this Agreement; 2) it holds all licenses and
approvals necessary for the performance of its obligations under this Agreement; 3) it
will perform its obligations under this Agreement in accordance with all applicable
laws and using reasonable skill and care; and 4) it will not make any false,
misleading or disparaging representations or statements regarding the other party.
The publisher warrants and undertakes to LinkHaitao for the Term that: 1) neither the
publisher, nor any of its officers or shareholders, have previously been party to an
agreement terminated by LinkHaitao ; 2) no officer or shareholder of the publisher has
been an officer or shareholder of a company (or other entity) party to an agreement
terminated by LinkHaitao; 3) all information about the publisher set out in the
Application Form or on the Interface is complete, true, accurate, not misleading and
will be kept up to date (including, but not limited to address details, payment
details and tax information); 4) its marketing of any Brand or its Products will
comply with all Advertising Standards and Data Regulation; 5) the publisher Service
will be operated in accordance with all applicable laws (including Advertising
Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all
times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate
control of the operation of the publisher Service; 9) it is the owner or valid
licensee of any Intellectual Property Rights appearing on the publisher Service, and
that no part of the publisher Service infringes the rights of any third party; and 10)
all limited Materials will be accurately and faithfully reproduced.
The publisher will indemnify, defend and hold harmless LinkHaitao(including its
directors, employees, agents or contractors), from and against any claims, costs,
damages, losses, liabilities and expenses (including legal fees) relating to any
claims, actions, suits or proceedings by third parties against LinkHaitao arising out
of or related in any way to any breach by the publisher of any of the warranties at
this section of policy, or publisher’s gross negligence or willful misconduct.
The limited warrants and undertakes to the Company for the Term that: 1) all limited
Materials comply with all Advertising Standards; and 2) all variations to Commissions
will be made by authorized personnel.
Relationship Between Each Other The Merchant will not, directly or indirectly, enter
or attempt to enter into any agreement, understanding or other form of arrangement
(whether express or implied) with any current or former Participating publishers: 1)
where payments are made to current or former Participating publishers in respect of
any marketing services (including publisher, display, programmatic, search, email and
click-to-call marketing) other than under this Agreement; or 2) which prevents or
disincentivizes current or former Participating publishers from promoting other
brands.
The Merchant will pay the Company on demand by way of liquidated damages an amount
equal to 30%of all Commissions, Fees or any other amounts paid or due to be paid,
directly or indirectly, to current or former Participating publishers in breach of the
restrictions in this policy. The parties acknowledge that the liquidated damages
represent a genuine pre-estimation of the loss that would be suffered by the Company
as a result of any breach of the restrictions in the policy and that such liquidated
publishers are not a penalty. This policy applies to current and former Participating
publishers, irrespective of any existing relationships between the Brands and such
publishers.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned
or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content,
privacy policies, or practices of any third party websites or services. You further
acknowledge and agree that the Company shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection
with the use of or reliance on any such content, goods or services available on or
through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any
third-party web sites or services that You visit.
Warranties and Indemnity
Each party warrants and undertakes to the other for the Term that: 1) it has full
power and authority to enter into this Agreement; 2) it holds all licenses and
approvals necessary for the performance of its obligations under this Agreement; 3) it
will perform its obligations under this Agreement in accordance with all applicable
laws and using reasonable skill and care; and 4) it will not make any false,
misleading or disparaging representations or statements regarding the other party.
The Brand warrants and undertakes to the Company for the Term that: 1) all Brand
Materials comply with all Advertising Standards; and 2) all variations to Commissions
under the policy will be made by authorized personnel.
Termination, Suspension, and Consequences under These Situation
This Agreement will start on the Effective Date and continue for the Initial Term.
After the Initial Term, this Agreement will automatically renew for successive Renewal
Terms.
The Company may terminate this Agreement immediately on written notice to the Brand if
the Brand fails: 1) to comply with its obligations of this Agreement or the equivalent
clauses of any Additional Country Agreement; 2) to provide assistance reasonably
requested by the Company; or 3) through no fault of the Company, to commence bona fide
participation in the Network within 90 days of the Effective Date.
The Company may suspend this Agreement for the period of the Brand’s non-compliance
with specific clauses of this Agreement or the equivalent clauses of any Additional
Country Agreement.
Either party may terminate this Agreement on at least three months’ written notice to
the other party, such notice to take effect at the end of the Initial Term or any the
Renewal Term then in effect. The notice period shall be extended to the minimum extent
necessary to enable the completion of any ongoing Campaigns.
Without prejudice to its other rights or remedies, a party may terminate the Agreement
immediately on written notice to the other party, if: 1) the other party materially
breaches this Agreement and (if remediable) fails to remedy that breach within 14 days
of a written request to do so; 2)the other party materially breaches any data
processing agreement or arrangement entered into in connection with Personal Data
published under this Agreement. 3) the other party is deemed unable to pay its debts;
steps are made to wind up, or appoint an administrator over, the other party; a third
party becomes entitled to appoint a receiver over the assets of the other party; the
other party negotiates with all or a class of its creditors, or proposes or enters a
compromise with such creditors; or any similar or analogous event occurs.
Without prejudice to its other rights or remedies, the Company may terminate the
Agreement immediately to the Brand if an Brand Group Company materially breaches an
Additional Country Agreement and (if remediable) fails to remedy that breach within 14
days of a written request to do so.
Termination of this Agreement will not affect any existing rights or remedies. On
termination of the Agreement:1) all licenses will terminate; 2) where the remaining
Pre-payment Amount is sufficient to cover all outstanding payments owed by Brand, the
Company will settle all outstanding payments by deducting from the Prepayment Amount
and return the remainder of the Pre-payment Amount to the Brand; 3) each party will
return or at the other party’s option destroy all Confidential Information in its
possession within five Business Days; and 4) theBrand will immediately pay all
outstanding Fees and Commissions due to the Company.
Where any payment is made to the Brand pursuant to and that payment is returned to the
Company and remains unclaimed or uncashed (e.g. in the case of payment by check) after
a period of 365 days, the Brand will irrevocably forfeit its right to the payment in
question.
Limitation of Liability
This policy sets out the entire liability of the Company and its Group Companies under
or in connection with the Agreement.
Neither the Company nor any of its Group Companies will be liable for any losses of
the Brand if the Company’s compliance with the Agreement is prevented by the acts or
omissions of the Brand.
Neither the Company nor any of its Group Companies will be liable to the Brand for:
losses of profits, business, goodwill, anticipated savings, goods, contract, use or
data; losses arising from the acts or omissions of a publisher ; or for any special,
indirect, consequential or pure economic loss, costs, damages, charges or expenses.
The total liability of the Company and its Group Companies in contract, tort
(including negligence or breach of statutory duty), misrepresentation, restitution or
otherwise arising in connection with the Agreement will be limited to the amount of
Network Fee actually received by the Company from the Brandin the 12 month period
preceding the date on which the claim arose.
Except as expressly stated otherwise in this Agreement, all warranties, conditions and
other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
The Network, the Interface, the Tracking Code, the Services, their use and the results
of such use are provided "as is" to the fullest extent permitted by law. The Company
disclaims all express or implied warranties, including warranties of satisfactory
quality and fitness for a particular purpose, which may be implied in respect of the
Network, the Interface, the Tracking Code, the Services, their use and the results of
such use. The performance of the Network and the Interface relies on third parties
beyond the Company’s control. The Company specifically disclaims any warranty: 1) that
the use or operation of the Network, the Interface or the Tracking Code will be
uninterrupted or error-free; 2) that defects will be corrected; 3) that the Network,
the Interface or the Tracking Code are free of viruses or malicious code; 4) that any
security methods employed will be sufficient; 5) in respect of any publisher or its
technology; and 6) regarding correctness, accuracy, or reliability.
Nothing in this Agreement limits or excludes the liability of the Company or any of
its Group Companies for death, personal injury, fraud, fraudulent misrepresentation or
fraudulent misstatement.
Others
When you use our Services, or send emails to us, you are communicating with us
electronically. You agree that we may communicate with you electronically. Such
electronic communications may consist of e-mail, notices posted on our Services,
"push" mobile notification, and other communications. You agree that all agreements,
notices, disclosures, and other communications we send to you electronically will
satisfy any requirement that such communication be in writing and, to the extent
intended, such communication will be an enforceable and binding term or amendment to
this Agreement.
You agree to indemnify and hold LinkHaitao, its parents, subsidiaries, publishers,
officers and employees, harmless from any claim or demand (including, without
limitation, from all damages, liabilities, settlements, costs and attorneys' fees)
made by any third party due to or arising out of your access to the Services, use of
the Services, the violation of this Agreement by you, or the infringement by you, or
any third party using your account, of any intellectual property or other right of any
person or entity.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms
and Your use of the Service. Your use of the Application may also be subject to other
local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, you agree to first try to
resolve the dispute informally by contacting the Company.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to
the United States government embargo, or that has been designated by the United States
government as a "terrorist supporting" country, and (ii) You are not listed on any
United States government list of prohibited or restricted parties.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace these Terms at any
time.By continuing to access or use Our Service after those revisions become
effective, you agree to be bound by the revised terms. If you do not agree to the new
terms, in whole or in part, please stop using the website and the Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the
following conditions. The following definitions shall have the same meaning regardless
of whether they appear in singular or in plural.
GeneralDefinitions
For the purposes of these Terms and Conditions:
publisher means an entity that controls, is controlled by or is under common control
with a party, where "control" means ownership of 50% or more of the shares, equity
interest or other securities entitled to vote for election of directors or other
managing authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement)
refers to HANGHAI CHENGZHAO NETWORK Technology CO., LTD.
Device means any device that can access the Service such as a computer, a cellphone,or
a digital tablet.
Service refers to the Website.
Fee means the Setup Fee, the Monthly Fee, the Network Fee as set out in the Interface
, and if applicable, the Reintegration Fee
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that
form the entire agreement between You and the Company regarding the use of the
Service.
Third-party Social Media Service means any services or content (including data,
information, products or services) provided by a third-party that may be displayed,
included or made available by the Service.
Website refers to LinkHaitao , accessible from
https://www.linkhaitao.com
You means the individual accessing or using the Service, or the company, or other
legal entity on behalf of which such individual is accessing or using the Service, as
applicable.
By email:
support@linkhaitao.com
Contact Us
If you have any questions about these Terms and Conditions, you can contact us:
By mail:
support@linkhaitao.com
