WHEREAS Party A and its affiliates are developer(s), producer(s), and after-sales service provider(s) of UAV products and camera holder products of PIMAX brands, and Party A is the founder of PIMAX Affiliate Program; WHEREAS Party B is willing to become PIMAX Affiliate in accordance with this Agreement and promote the product specified in this Agreement：
Unless otherwise agreed or prescribed hereunder, the following terms shall have the following meanings in this Agreement:
Party A (“PIMAX”): PIMAX Technology Company Limited
Party B: you, refers to the member who voluntarily join the PIMAX Affiliate Program, and agree to promote Party A’s products according to this Agreement, also“PIMAX Affiliate”;
PIMAX Affiliate Program: a membership organization that allows PIMAX Affiliate to promote PIMAX products and obtain commissions according to this Agreement, its official website is https://pimaxvr.refersion.com;
PIMAX Affiliate: refers to any member(s) of the PIMAX Affiliate Program that use(s) the PIMAX Affiliate Program’s services for promotion as well as any other affiliate(s) that recognize(s) and undertake(s) to observe these PIMAX Affiliate Program rules in any other way;
PIMAX Select: You will be eligible to purchase PIMAX Select if you purchase a PIMAX consumer product* at the PIMAX Online Store. *PIMAX consumer products include: Pimax 5K Plus, Pimax 5K XR, Pimax 8K.
Product(s): refers to the equipment and the main components marketed in the PIMAX Online Store;
Agreement: refers to this Agreement, including any annexes hereto and any other written document confirmed by the Parties related to the promotional relationship between the Parties.
- Rights and Obligations
- Party B is willing to become a member of PIMAX Affiliate Program and promote the Product, and is willing to be binding to the PIMAX Affiliate Program's administrative system for PIMAX Affiliates' ranking.
- Basic Relationship between the Parties
1) Party A is responsible for the development, production and quality management of Products;
2) As PIMAX Affiliate, Party B shall promote the Product only; Party B shall not represent Party A under any circumstance(s) without Party A's prior written authorization or approval.
- Party B shall ensure the legality of its promotional activities, including the form and the content. The promotional channel/promotion shall not include any of the following:
(1) Any content determined to be objectionable in nature according to the basic principles set forth in the Constitution of the P.R.C.;
(2) Any content that threatens national security, disseminates state secrets, diminishes state power, or disrupts national unity;
(3) Any content that is harmful to the state's honor and/or interest(s);
(4) Any content that instigates racial bias, promotes racial discrimination, or disrupts racial harmony;
(5) Any content that is discriminatory toward any race or targets any person, unit or,
(6) Any content that is contrary to the state's religious policy; promoting any heresy or superstitious belief;
(7) Any content that spreads rumor, disrupts the social order, or impairs social stability; (8) Any content that spreads obscenity, pornography, violence, killing, terrorism, or
(9) Any content containing insult or slander directed at a person or people or that is
extremely blasphemous or offensive;
(10) Any content that was obtained by illegal or illegitimate means
(11) Any content relating to gambling or casino;
(12) Any content relating to illegal drugs or drug paraphernalia;
(13) Any content that sells or promotes prescription drugs;
(14) Any content that sells or is related to tobacco;
(15) Any content that sells weapons or munitions (e.g. guns, parts of guns, fighting knives, and/or stun guns;
(16) Any content that sells imitations of branded products or fake products;
(17) Any content that sells or distributes semester reports or student theses;
(18) Any content that infringes upon or is suspected of infringing upon the intellectual
property rights of others, including but not limited, to patents, trademarks and copyrights;
(19) Any content that compromises the trade secret(s) of others;
(20) Any content that misappropriates or misrepresents the website of a third party in any way;
(21) Any content that promotes a scam or scams (including but not limited to promoting "become rich quickly" etc.);
(22) Any content that infringes upon, or is prohibited by, law or administrative regulation; that advertises any illegal activity or infringes the legal rights of a third party.
- Party B agrees and undertakes to carry out promotional activities in according with Party A’s requirements, and shall not adopt the following promotion methods:
(1) promote in the form of spam messages in the forum/post comments area or any web page comments area, and/or by sending spam or text messages;
(2) promote through the click to pay advertising;
(3) promote through the search engine marketing channels which include but not limited to, Google, Baidu, Yahoo, Bing, etc.;
(4) promote through any “jump link”, of which refers to an intermediate website or web page directly jumps to the PIMAX official website, with no other click link;
(5) promote through the methods of cash return, bundle with other products, ultra-low-cost resale or other disguised discounts forms;
(6) resell the Product(s) without the authorization to be a distributor or retailer of PIMAX, especially resell the Products purchased by Party B or Party B’s family members or friends through the promotion advertisement hyperlink produced by Party B;
(7) other behaviors that may affect Party A’s fame, image, brand reputation or sales policy.
- Party B shall produce the promotion advertisement by using the materials directly acquired from PIMAX Affiliate Program only, such use must not modify, cover, replace or alter in any other form of the materials. In the event that any promotion advertisement produced by Party B, including but not limited to picture(s), word(s), music, infringes the intellectual property rights of any third party or cause any other loss, Party B shall be responsible for all resulting legal consequences.
- If Party B adversely affects Party A, in any way, due to negligence or fault during the promotional activity, including but not limited to, (1) damaging Party A's fame, image, or brand reputation, (2) inciting complaint(s) of infringement from any third party, (3) prompting a lawsuit by any third party, or (4) disseminating Party A’s confidential information, Party B shall render any and all reasonable compensation(s) payable to Party A.
- Party B may receive Commission A or Commission B on the conditions that Party B promotes PIMAX Products successfully in accordance with this Agreement.
1) Commission A: end-consumer clicks the promotion advertisement hyperlink produced by Party B by using computer or handheld device, and the webpage of PIMAX Online Store is successfully loaded in the internet explorer, Commission A will be paid to Party B, according to the relative rate agreed by both Parties.
2) Commission B: if in 30 days from the date when end-consumer clicks the promotion advertisement hyperlink produced by Party B by using computer or handheld device, and the webpage of PIMAX Online Store is successfully loaded in the internet explorer, the said end- consumer purchases the Product by using the same internet explorer in the same computer or handheld device, Commission B will be paid to Party B, according to the relative rate agreed by both Parties.
3) Basic Principles for Calculation of Commission B: Commission B is calculated based on the actual price that end consumers pay for any Product (excluding shipping costs and taxes).
4) Settlement Date of Commission: The time when the commission is paid to the PIMAX Affiliate shall be as follows:
- PIMAX Affiliate will receive commission, in the form of PIMAX Credits, 20 days after the
customer confirms receipt, assuming no refund is requested during this period.
- If major incident or Force Majeure affects the date of commission payment, Party A has the right to change the date of payment and will inform PIMAX Affiliates in advance.
5) For currency exchange, Party A will refer to the exchange rate of the month set by the People’s Bank of China or other related financial institutions. The exchange rate used by PIMAX will change on a regular basis. Party A may use the exchange rate directly without informing you. It may differ from the current exchange rate in the market.
6) If the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by Party B satisfy the requirements as PIMAX Select, Party B will not receive any Commission.
7) If Party B and/or the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by Party B, chooses to pay with coupons, Party B will not receive any Commission.
8) Refund: If end-consumer requests a refund within 15 days after the he/she confirms receipt of Product and is been successfully refunded, Party A will deduct the respective Commissions from the payable Commissions to Party B.
9) Cheating or irregularities: If Party B’s promotional behavior goes against relevant regulations or is recognized as a violation behavior of the purpose of PIMAX Affiliate Program, branding strategy or sales policy by Party A, Party A shall refuse to pay the Commissions payable to Party B and may terminate this Agreement as well as Party B’s rights as a PIMAX Affiliate immediately, and Party B shall refund any Commissions paid by PIMAX for the month when such behavior happens. If any disagreement arises, Party B shall provide evidence which includes but not limited to, the URL and website screenshots of the promotion link, to prove the behavior is complied with regulations or policy. Party A reserves the right to make final decision.
- Product Price
1) Party A may determine the Product's retail price at its discretion, and Party B shall promote the Product at the price offered in the PIMAX Online Store and/or other price separately;
2) As for the retail price offered above, Party A agrees that it shall be the same for all the PIMAX Affiliates;
3) Party A may, at its own discretion, adjust the retail price of products relating to the promotion Links by notifying Party B in writing. Unless agreed to by Party A, in writing, the retail price promoted by Party B shall not violate Party A's general pricing policy;
4) If Party B believes that the product's retail price is not reasonable, it may advise Party A in writing, and Party A shall determine whether to adjust the retail price within 3 days after receiving Party B's request.
III. Intellectual Property Rights
1.Party B shall not register or apply for the registration of any name or domain name that contains Party A's brand (the name may include without limitation Party B's company name (full name or short name) and promotion channel name, etc., and domain name refers to the domain name of all the websites of Party B (including but not limited to the promotion channel)); in addition, the name and domain name of the Party B may not fall into the following circumstances:
(1) Use any name or domain name that contains Party A or Party A's brand or may cause misunderstanding among consumers;
(2) Use any name or domain name that intends to represent or imply that it has certain relationship with Party A and/or its management (e.g. shareholding/controlling relationship, joint venture/partnership, interpersonal relationship, agency, union or strategic cooperation relationship);
Main characteristics: e.g. adopt any domain name, name or their composition that relates to or is similar with Party A and/or its management;
e.g. dajiangPimax.com, djdij.com, wangtaoPimax.com
(3) Use any name or domain name that maliciously insults Party A or PIMAX website and/or its management;
(4) Use any name or domain name that may easily give rise to disputes;
(5) Use any name or domain name that may harm the rights and interests of customers, hurt the customers’ user experience, disrupt the PIMAX Affiliate Program's cooperation order, or cause any adverse effect to Party A or Party A's products or relevant brands, or give rise to unfair competition against Party A or infringe the legal rights and interests of Party A.
- During the promotion activities, Party B shall not infringe upon the rights and/or interests of any third party; otherwise, Party B shall undertake all the responsibilities.
- Term, Revision and Termination of this Agreement
- Party A may, at its own discretion, revise the rules (including commission rates) on the basis of the business development and announces it on the website of PIMAX Affiliate Program or otherwise notify the Party B, and Party B shall review the revised rules in a timely manner. If Party B does not accept the revision, it must stop using the PIMAX Affiliate Program's services; in case Party B continues using the PIMAX Affiliate Program's services, it shall be deemed that the revised rules have been accepted.
- If Party B has any suggestion on the revision of this Agreement, it shall notify Party A in writing for the Parties to negotiate.
- During the valid period of this Agreement, if any Party fails to correct any of the following breaches of this Agreement within 3 days, the other Party may notify breaching Party in writing to terminate the Agreement and demand compensation for relevant losses:
1) Make any false promise or provide any false information as regards the promotion relationship;
2) Party B breaches the agreement and promote the product with a disguised discount; or Party B conducts any illegal promotion in the opinion of Party A;
3) One Party delays in payment of any fee relevant to this Agreement. V. Miscellaneous
- Confidential Information
1) Party B shall try its best to protect the intellectual property rights of Party A, and may not
decode, reverse engineer or copy any product of Party A or transfer Party A's product to any third Party; and Party B promises that it shall not decipher the products in any way;
2) Before Party A's confidential information, including without limitation, trade secret, is legally disclosed, Party B may not disclose any confidential information of Party A that is learned due to this Agreement or use such confidential information beyond the scope of this Agreement.
- Dispute Resolution
1) The interpretation, performance, and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China.
2) Any dispute arising from, or in connection with the contract shall be first settled through friendly negotiation by both Parties. In case no settlement to disputes can be reached through amicable negotiation by both Parties, the disputes shall be submitted to Nanshan District Court, Shenzhen City. Court costs and attorneys’ fees shall be borne by the losing party, unless sepecifically prescribed in the court’s judgment.
3) During the dispute resolution, all the clauses that are irrelevant to the dispute shall remain in force.