Affiliate Marketing Agreement
Affiliate Marketing Agreement
Understand the following abbreviations:
- an e-commerce website that provide technical support and services.
2,The business: Meet Party A's requirement, and signed a cooperation agreement with PartyA,Enterprise who use partyA's platform to sell products.
3:E- commerce : Supply chain system that are provided by United International Pty. Ltd. It is an online information platform (BLM website) that used by Party A, party A's branch and its affiliated companies and business.
4, Shops:Online stores on PartyA's platform that are maintain and run by party B.
5, Products: Information that are stored in the portfolio of the products established by party A.
6,Commodity:Products in party b's own shop called commodity.
7, Buyers, Legal or natural person who make transactions or trading on party A's platform.
Both Parties negotiated, reached the following agreement through friendly consulation on marketing alliance matters:
First, user name registration and management
1,After the signing of this agreement, Party A will provide party B a user name and pass word to use on the SCS platform.
2, After Party B received a user name and password, please change the password and keep it safe.
3,Party B can not transfer or lend the account user name and password to any other person without the written permission from party A.
4,PartyB is responsible for any damages occurred by user name and password leaking. Party B must comply with laws and regulations and rules processes and related regulation of party A while using the trading platform to trade.
Two,Merchandise publishing management practices
PartyB can publish product information on Party A's platform, but can not publish any illegal or illegal merchandise information. PartyB must be strictly publishing product information according to these rules. Any legal liability raised by party B publishing information that violating this agreement, PartyB take full responsibility. Once PartyA found any products' information violation. PartyA reserve the right to delete the information immediately and the right to punish partyB until the termination of partnership.
1,Commodity release rang: PartyB can only release products that are within PartyA's allowable commodities range.
Catorgory, product groups, brand
2,Product listing requirement and regulations.
Product release factor requirements:
a) product title: PartyB can use simple and clear explanation or descriptive text to describe the product attribute in the product title, but not abuse the brand name and the word that are related to the brand.
b)Product image: Any product listing required to add a product picture.
c)Product description: Product description should include commodity's appearance, color, size, composition, content, quality, packaging, warranty, durability, origin, function, use and other product's description. Any exaggerated description to attract buyers and used false description, and links to other sites link to replace the description of the trade description are invalid.
d) Price: refers to the actual selling price of goods for sell on PartyA's platform.
2)Product listing information requirement:
a) PartyA reserve the right to prohibit Party B's information if it violating the rules
b)All commodities on Party A's platform that are released by party Bmust comply with the Australia law and regulartions.
c) Without any formal written authorisation( within a specified number of years without authorisation), Party B's product information can not contain any infringement content.
d)Party B can not release any wholesale, investment, agents, advertising, posted and other form of advertising information.
e)Party B can not release any unmatch, unreal product information, or product description that only contain contain detail or non product description contents.
f)Party B can not release any information or links that direct buyers to other website.
g)Party B can not contain retial shop address, contact information in Product images, product description and title.
h)Merchandise category or product attributes must matching.
i)Product images used in product listing must be the original physical picture of the items and can not be over modified.
3 Businesses and stores management terms
1) shop decoration set up rules:
a)store design template is default, can not be changed.
b) Home banners only support image file, and this part is the most eye-catching area in the shop can reflect the style of the brand, content and sensual elements to pass to the buyers. Home banner contain brand LOGO, is used as branding to convey the corporate culture and brand style.
c)Brand introduction and brand story 's images and contents can be edited to display brand information
d) Product information 's images and text can be edited in the editor. Business can selected using this section to display collections of this products.
e)Brand notification, you can edit or publish 1-5 notification's title and contents. Contents are in text , no word limit. Title is text link to the detail of the announcement, limit to 32 characters.
f)In the joint advertisement section and new book section, users can edit or publish 1-5 notice in the shared adverting section, also users can link the images with the corresponding ad page.
g)Brand vision, support for Video upload. Video theme are in text, limited to 32 characters in Times New Roman front.
h)top sale ranking, users need to self-maintain 5-10 top sale product in the top sale section.
i) Business can customise sections' names such as New Arrival, Top Sell, Sale promotions,and most popolar. Party B need to self-maintain these products within PartyA's required amount.
j)You need to link new listing posters, special promotional posters, most popular posters to it's corresponding listing's link. Poster's slogans need to be corresponding section's name and posted's name.
k)Advanced design page banner can be self edited in the html
2.Store category management rules:
a) store categories; is the business set each products into he right category. The principle is to let buyers easily conveniently and quickly find the needed products. Please be sure to clearly define the product's category.
b)Store category can only contain three level classification, shall add three levels of classification based on the product;s function and attributes.
c)Each items can belong to different categories. When second level categories has been selected under first level categories, there will be no matching items under first level category. When third level category has been selected under second level category, there will be no items under second level category.
4. Commodity's Indiscriminate use of keywords management rules:
If Party B try to get more attention from buyers or get more advantage on the search result by misusing brand name or words that are not related to the product in result of disrupting Party A's e-commerce platform, Party A will determinate this behaviour as indiscriminate use of merchandise good's keywords.
2) Detailed condition:
a)Party B uses words that are not appropriate in the product title.
b)Party B is using keywords from top search of the site and these top search keywords are not related to the products.
c)Party B use brandname from particular manufacture in the product title that is not related to the products.
d)PartyB compare the product with other Brand product in the product title( including but not limited to such as: As good as LV leather handbags” etc)
e)Party B used words”the biggest, the highest, the best” ect in the title
f)Party B add free gift or prizes information in the title(exclude PartyA's promotional events)
g)PartyB claim themselves as the only seller or have the authorisation trademark of any products and give buyers information about special agreement or contract between users and the manufacturer etc. ( exclude users who qualified only seller certificate or monopoly situation)
5 Duplicate commodity management terms
a) Products contain exact copy or similar important features information can only be listed once. If you violate the above rules, PartyB will be determined as making duplicate listing and may receive punishment from Party A.
b) To define as different product listing, Product' title, description and pictures etc must be different from other listing or the listing will be marked as duplicated listing.
2) Detailed conditions
a)One type of product can not have different individual listing for different colour options.
b)One type of product can not have different individual listing for different sizes options. For example: clothing, footwear in different colour, sizes etc.
c)One type of product listing can not have multiple listing with same products but different gift or present package.
d) Same products listing can not be release multiple times by chaining the price, quantity or combination package.
e) Party B is not allowed to publish any unmatching product description, unrealistic products, or only only contacting information or any non-commondity information.
6. ” Misplaced category/properties” commodity management rules:
Product attributes are different from the selected categories and wrongly placed the items under Party A;s recommended categories, Party A will determine it as the item is in the wrong category.
2) detailed condition:
a) Product attributes are not belong to the correct category.
b)Product;s attributes are different from the correct category that the product punished under.
c) Publishing products under PartyA's home page featured category or catogroies that are irrelevant.
4.Online sale management practices
1) Online sale staff of Party B who are working on PartyA's platform must available provide service to customers during following time period.
Mon-Fri 9:00- 18:00
Sat, Sun, public holidays 9:00-20:00
2) During the above time period, PartyB's sale staff must provide customers an efficient response patiently in a reasonable time period and try to answer customers questions about the products.
3)PartyB's sale staff can not refuse to answer customer's question or delay answering.
4) PartyB's sale stiff can not be impatient to customer's questions.
5) PartyB's sale stuff can not be ruder or show any form of verbal abuse etc to buyer.
6) PartyB's sale staff can not send other website information and try to convince buyers to make purchases from other website.
5. BLM platform service terms and condition
1)While Party B is using this platform's service, Party B committed to complying with the following conventions:
a) All action from using this platform's service must comply within Australia law and regulation, rules and requirement from this website and not contrary to the public interest or public morals and without prejudice to other's legitimate right and do not violate the terms of this agreement. If PartyB violate above terms in result of legal consequences, party B shall take full responsiblities and ensure Party A will not be damgaed from this.
b)while trading with other memebers, please be honest and act in good faith. Do not compete unfairly, do not distrupt online transactions, Do not have behaiviors that are not relating to online trading.
c) Do not publish any information or sale goods that are prohibited in the country! Do not release information that may infringe other people's intellectual property or other legitimate right. Do not release product or service in formation that are not suitable for community morality or information that PartyA think is inappropriate. Do not release any other informations that may violate the law or this site's terms and condition.
d) Do not use any device, software or programs to interfere or attempt to interfere with the normal operation of this platform. Party B can not put presure on this website's server by adding unreasonable large amount of date to the website.
e)Do not use datas from this platform for commercial use, including but not limited to copying, spreading information by using BLM website's platform and BLMSCS platform without PartyA's written permission.
2. PartyB understand and agree that :
1) Party A reserve the right to determine Wether partyA has violate above terms and terminate services to PartyB or punish party B with this terms and condition base on partyA's own decision without giving PartyB any notice.
2)PartyA reserve the right to delete PartyB's information which may violate the law, the agreement and other's legimte right. PartyA do not need to give Party B notice to delete such information and penalties base on terms and condition of this agreement,
3)If party B have illegal or infringement action that has been confirmed by national judicial or administrative institution with legal documents, or if PartyA think Party B violate the terms of this agreement, law or regulation based on own judgement, then Party A has the right to publish party A's illegal behaviour and party A will take action on this matter.
4) Base on PartyB's behaviour on BLM platform, which include behaviours may damage BLM platform or other users outside BLM platform, Party A reserve the right to identify Wether such behaviour violate the terms of this agreement and punish Party B accordingly. PartyB should keep own evidence that related to the behaviours and is responsible for all adverse consequences because of lack of evidence
5) Any damage to the third party caused by party B, Party B should take the full legal responsible by themselves and ensure Party A do not suffer from any loss or extra cost because of it.
6) If Party A has any losses occurred by partyB violating relevant law or terms from this agreement, third party require any reparation from PartyA, or received penalty from any administration institution, PartyB must repay PartyA's losses and fees occurred by partyB , including reasonable lawyer fees.
6. Violation Handling
1) Party trademark infringement or other interests:
without a clear authorisation, in PartyB's login name, store name, store presentation, product name, product description, Party B use the following information from Party A:
a) Party A's and Party A's website's ( include chanells, categories,space and other branches) products, services, activities, operations, technoloogy, etc, trademarks, logos, domain name slogan, characteristic words, pictures, graphics, shape, image, phone, address, etc, and /or spelling, homophobic translation etc.
b)Party A's mangers personal photos, images, names, spelling and homophnic translation etc.
c) Information that mislead others to believe they have special relationship with other parties, include information from 1) 2) from section 1.
2) publishing illegal information
Party B pulishing illegal or violating information through Party A's communication channels.
3) Violation of the “user name registration and management” behaviour
PartyB do not follow the terms of this agreement to do username registration and management.
4)Violation of “ commodity release management practices” behaviour
Party B fails to follow rules to publish commodity's listing.
5) Violation of the “ Online sales management practices” behaviour
Party B fails to follow rules of online sale management.
6)Violation “of this platform's terms and conditions” behaviour
Party B fail to follow the terms and condition of this platform's
7)Infringement of intellectual properties
Incluiding all violation of the “ trademark Law”, “ copyright Law”, the “ Patent Law” and other laws and regulartions.
Party B try to seek inappropriate benefit that are against the national law or terms of this agreement by bribing staff from Party A
2. Management principles
If party B violate the rules of the relevant agreement, depending on the seriousness, Party A reserve the right to punish, suspend or terminate service to Party B sections, including but not limited to public warning, take products off the website, limiting product listing, hide the shop , or terminate the cooperation.
1) Public warning, Party B give warnings to Party B
2)Product listing off the website: forcefully take PartyB's all violation products off the website.
3)limited product listing: Limiting PartyB release product listing on PartyA's website.
4)Hide shop info: Party A can put restriction on PartyB's shop which stop customers to view the shop. But other operating functions (including the processing of transactions, edit product information,etc) will not be affected. The page with the original link will display: This shop has been suspended dur to violation”
5)Termination of cooperation: Party A terminate the agreement between PartyA and PartyB
3: Scoring irregularities description:
Recording violation point is a way to record PartyB's violation behavior through Party A's platform.
1) Scoring cycle: recording violation score cycle is each calender year (1st/01-31st/12)
a)If party B have the cumulative deduction of 100 points in the scoring period, Party A has the right to terminate the cooperation agreement. PartyB may apply in the following year at 0:00 on 1st of Jan to join PartyA again.
b) Within a single scoring cycle , if all 100 points has been deducted, Party A has the right ti terminate the agreement and refuse Party B's request to join PartyA in the future.
c)If PartyA;s all 100 points has been deducted within one single scoring cycle, then from 1st/Jan at 0:00, the point will back to 100.
3) Point deduction rules: Each time party B violating rules, Party Awill deduct certain points, point deduction rules are refer to the following rules.
4 . Violation behaviour punishment and scoring deduction rules.
Infragement of PartyA's trademard and other right
Shop will be shild for 7 days, for more serious condition, Party A reserve the right to terminate the aggreement and require reparation for Party A's damange and losses.
Release illegal or violated information
Terminate the service,Party A reserve the right to chase up the reparation.
Violation of user name registration and management rules
Violation of “ commodity release management practices”
Against product listing range
Product off the website, or limiting product listing
Against product listing features requirement
Against product listing;s description's requirement.
Taking products loisting off the website and limiting product listing. With more serious condition, Party A can terminate the corporation and follow up repayments if any damages caused by party B
Violation of users shop management regulartion
Violation of “online sales management practice
Violation the terms of this agreement
The shop will be shield for 7 days, with more serious condition, PartyA reserve the right to terminate the corporation also follow up any damages caused by partyB
Infringement of intellectual property
The shop will be shield for 7 days, with more serious condition, PartyA reserve the right to terminate the corporation also follow up any damages caused by partyB .
PartyA will terminate the corporation also reserve the right to follow up any damages caused by partyB .
7. Services fee
Party A provide a international payment platform to Party B. All the fees partyA charge party B is the actual payment fees.
The account fee, annual fees, security deposit are all free. It is a make an offer system. Any time after Party B sign the agreement, Party B can pay party A voluntarily amount. No fixed rate and party A will not complain about the amount.
8: Dispute resolution.
If there are argument during this agreement operating, Such disput shall be resolved through negotiation. If the negotiationg failed, both parties have agreed to take the dispute to the local court.
9. Agreement's power
This agreement is subject to both parties may only take effect stamped.
If this contract did not suit two parties, with both parties negotiation, supplementary agreement can be added. Supplemental agreement and this agreement has the same legal effect.
Each contract have 4 same copies, both parties hold 2 copies each. All have the same legal effect.
Party A: (stamp) Party B: (stamp)