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The primary objective of the Affiliate Program Terms of Service is to value and support our affiliates wherever, whenever and however possible. Our management and staff will provide the highest level of attention and dedication to all of our affiliates.
In pursuit of our primary objective, HiModel agrees to deliver the agreed upon services, as declared in the ��Welcome as Affiliate�� confirmation, to our affiliates at the time of signup, subject to the following Affiliate Program Terms of Service (hereafter referred to as TOS).
In addition, the use of HiModel's service(s) by an affiliate constitutes an unconditional acceptance of and agreement to HiModel's TOS. HiModel reserves the right to change or modify the TOS at any time without notice.
I. Parties to this Agreement
This agreement is entered into by HiModel and each of its Affiliate(s). ��You��, ��Your�� refers to each and every affiliate or sub-affiliate of the HiModel affiliate program. Participation in the program constitutes full and complete acceptance of the TOS set forth herein.
II. HiModel Responsibilities
A. Coded URL
Upon your acceptance, HiModel will provide you with a URL coded to specifically identify you, which will allow you to create a link to the HiModel web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
B. Tracking
HiModel agrees to track the customers referred to HiModel via the link provided to you for that purpose. HiModel utilizes cookies to maintain tracking information for up to one year. HiModel will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
III. Affiliate Responsibilities
A. Minimum Age
You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the HiModel affiliate program does not violate any law, ordinance, regulation or standard.
B. Operative Link
You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify HiModel if your coded URL ceases to function or ceases to function properly.
C. Representations
You agree that you will not make any representations, promises, warranties or other statements about HiModel or the HiModel web site, products or policies other than as may be expressly approved in writing by HiModel or as other wise provided to you by HiModel for that purpose.
D. Link
You may use the coded URL provided by HiModel via the available HiModel Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of HiModel or otherwise not appropriate or acceptable in HiModel's sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of HiModel or any other party. You may not violate the HiModel General Terms of Service.
E. Amendments
You agree that HiModel may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the HiModel web site on a periodic basis.
F. Customers of HiModel
HiModel will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for products sold by HiModel shall be directly and solely between customer and HiModel. HiModel shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of HiModel, regardless of origin or referral, are the sole property and responsibility of HiModel.
IV. Commissions
A. Commission Rate
Commissions are paid on a one-time basis for each new order purchased via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate is 5%-10% depending on the products. The detailed commission rates are listed in your account. Commissions are paid on new customers (current or previous customers of the company are not eligible) and on any subsequent orders of a referred customer placed in 12 months since the date of sign-up of the referred customer. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made.
B. Qualified Commission
A "qualified commission" is one for which the new referred order which is the subject of the commission has been successfully deliveried and accepted by the customer. HiModel shall make all decisions as to whether any commission is a "qualified commission." If at any time after a commission has been awarded and/or paid and the related customer's order is canceled or returned, for any reason, this commission will be revoked and subtracted from any standing or future commissions account balance you may have.
C. Payment Date
Payments will only be paid once your commissions account balance reaches a minimum level of at least One Hundred Dollars ($100) owed. HiModel shall make no payment to you until this minimum balance is achieved. Commissions are paid within 3 days since you request a withdraw.
D. No Internal Sales
You understand and agree that you will not earn a commission on the purchase of your own orders.
E. Payment Form
Commissions will be paid by Paypal in US Dollars, sent to the Paypal account you provide at registration. Any changes to this address must be sent via email to affiliates@himodel.com. HiModel is not liable or responsible for any inability or cost associated you may have with accepting this payment.
V. Ownership and Licenses
A. Property Ownership
Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
B. License
HiModel grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the HiModel logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and HiModel to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
C. Cease use upon Demand
You agree to immediately cease the use of any mark upon request made by HiModel to the email address provided by you and maintained on file for you by HiModel. You agree to immediately cease the use of any link created by you to HiModel upon request by HiModel to the email address provided by you and maintained on file for you by HiModel.
VI. Termination
A. Effect upon Commission
Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission.
B. Breach of this Agreement
The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of HiModel termination of this agreement in its entirety.
C. Suspension
Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by HiModel will become a termination under 6.B. as of the date of the initial suspension.
D. Survival
Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.
VII. General
A. Authority
Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
B. Non-Infringment
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
C. Violation of Law
You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.
D. Terms of Service
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the HiModel Terms of Service which are incorporated herein as though set forth at length herein.
E. Unsolicited Email
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the HiModel Affiliate Program.
F. Defamation/Libel
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not transmit any information which is or might be considered to be defamatory or libelous.
G. Decency
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
H. Unfair Competition
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the HiModel Terms of Service.
I. Damage to HiModel
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HiModel that you will not take any action that would in any way damage HiModel or otherwise compromise it��s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.
J. No Automatic Links
You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
K. Warranty Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY HiModel PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT HiModel MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, HiModel DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL HiModel BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
L. Limitation of Liability
IN NO INSTANCE SHALL HiModel BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT HiModel HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party's liability for death or personal injury or their own acts of fraud.
M. Idemnification
You agree to indemnify, defend and hold harmless HiModel and its affiliates, directors, officers, employees, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney��s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, trademark misuse or any active or passive negligence.
N. Independant Contractors
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
O. Choice of Venue
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Qingdao, P.R.China. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within Qingdao City.
P. Severability
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
Q. Integration
This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by HiModel on the HiModel web site.
R. Use Constitutes Full Acceptance and Signature
Your agreement to the terms set forth herein is manifested by any participation in the HiModel affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by HiModel without notice to any other party other than changing the agreement itself made available by HiModel to the affiliates on the HiModel web site.
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