Affiliate Cooperation Agreement | XGIMI Limited
Last Updated: November 11, 2024
The terms of this agreement will begin upon our acceptance of your affiliate application and/or any modifications of this agreement and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause. As an affiliate, you have already accepted binding terms with the ShareASale network. The following agreement is specific to your engagement with XGIMI Limited or its affiliates (“XGIMI”) and our affiliate management team. Breach of these terms could lead to immediate termination from our program, negative feedback on your network profile and voids in transactions.
WHEREAS XGIMI and its affiliates are developer(s), producer(s), and after-sales service provider(s) of projector-related products of XGIMI brands?
and XGIMI is the founder of XGIMI Affiliate Program;and you are willing to become XGIMI Affiliate in accordance with this Agreement and promote the product specified in this Agreement;
As an affiliate, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions:
I. Definitions
Unless otherwise agreed or prescribed hereunder, the following terms shall have the following meanings in this Agreement:
· XGIMI: XGIMI Limited.or its affiliates;
· You: refers to the member who voluntarily join the XGIMI Affiliate Program, and agree to promote XGIMI’s products according to this Agreement, also “XGIMI Affiliate”;
· Parties: refers to XGIMI and you.
· XGIMI Affiliate Program: a membership program that allows XGIMI Affiliate to promote XGIMI products and obtain commissions according to this Agreement, its official website (“XGIMI Online Store”) is global.xgimi.com and other national xgimi official websites;
· XGIMI Affiliate: refers to any member(s) of the XGIMI Affiliate Program that use(s) the XGIMI Affiliate Program’s services for promotion as well as any other affiliate(s) that recognize(s) and undertake(s) to observe these XGIMI Affiliate Program rules in any other way;
· Product(s): refers to certain equipment marketed in the XGIMI Online Store. The list of Products can be found on the XGIMI Affiliate Program official website, which may be modified by XGIMI from time to time in its sole discretion;
· Affiliate Cooperation 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.
II. Rights and Obligations
1.You are willing to become a member of XGIMI Affiliate Program and promote the Products, and to be ruled by the XGIMI Affiliate Program's administrative system for XGIMI Affiliates' ranking.
2.Basic Relationship between the Parties
1) XGIMI is responsible for the development, production and quality management of Products;
2) As XGIMI Affiliate, you shall promote the Products only, you shall not represent XGIMI under any circumstance(s) without XGIMI's prior written authorization or approval.
3. You shall ensure the legality of your 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 mandatory provisions of the state where the promotion content is published (the “state” or “nation”);
(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, organization;
(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 instigates crime(s);
(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, applicable laws or administrative regulations; that advertises any illegal activity or infringes the legal rights of a third party.
4. You agree and undertake to carry out promotional activities in accordance with XGIMI’s requirements, and shall not implement behaviors that are contrary to this Agreement or the purpose of the XGIMI Affiliate Program, or adopt any of 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 XGIMI 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 XGIMI, especially resell the Products purchased by you or your family members or friends through the promotion advertisement hyperlink produced by you;
(7) promote websites other than XGIMI official websites through the use of keywords containing “XGIMI”, or any name or abbreviation of XGIMI or the Products;
(8) promote through fake XGIMI official websites or fake XGIMI official accounts on various online platforms, including but not limited to Facebook, X and Instagram;
(9) assign any of promotional activities to any third party without the prior written consent of XGIMI;
(10) other behaviors that may harm XGIMI’s fame, image, brand reputation or sales policy.
5. You shall produce the promotion advertisement by using the materials directly acquired from XGIMI 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 you, including but not limited to picture(s), word(s), music, infringes the intellectual property rights of any third party or cause any other loss, you shall be responsible for all resulting legal consequences.
6. If you adversely violate XGIMI, in any way, due to negligence or fault during the promotional activity, including but not limited to, (1) damaging XGIMI'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 XGIMI’s confidential information, you shall render any and all reasonable compensation(s) payable to XGIMI.
7. You may receive commission on the conditions that you promote the Products successfully in accordance with this Agreement.
(1) How to earn commission: if in 30 days from the date when end-consumer clicks the promotion advertisement hyperlink produced by you by using computer or handheld device, and the webpage of XGIMI Online Store is successfully loaded in the browser, the said end-consumer purchases the Product by using the same browser in the same computer or handheld device and confirms receipt, commission will be paid to you.
(2) Basic Principles for calculation of commission: commission is calculated based on the actual price that end consumers pay for any Product (excluding discounts, coupons, VAT, shipping costs and taxes). The rate of the commission can be found on the XGIMI Affiliate Program official website, which may be amended by XGIMI from time to time in its sole discretion.
(3) XGIMI Affiliates can check his/her Commission record on the “Payments” page after logging in to the Affiliate Portal.
(4) If end-consumer visits XGIMI Online Store and buys Products after opening links sent by more than one XGIMI Affiliate, only the XGIMI Affiliate of the Link that the customer clicked most recently will receive commission.
(5) Settlement date of commission: The time when the commission is paid to the XGIMI Affiliate shall be as follows:
A. XGIMI Affiliate will receive commission 60 days after the customer confirms receipt, assuming no refund is requested during this period.
B. If major incident or Force Majeure affects the date of commission payment, XGIMI has the right to change the date of payment and will inform XGIMI Affiliates in advance.
(6) For currency exchange, XGIMI 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 XGIMI will change on a regular basis. XGIMI may use the exchange rate directly without informing you. It may differ from the current exchange rate in the market.
(7) You will not receive any commission from XGIMI in the following scenarios:
A. The end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by you enjoys any XGIMI membership benefits; or
B. You and/or the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by you chooses to pay with coupons, XGIMI will deduct the corresponding commissions from the payable commissions to you; if the coupon is used at the time of payment and the final payment is 0 (zero), the commission will be 0 (zero); or
C. If end-consumer requests a return and refund within 30 days or other period required by local law after he/she confirms receipt of Product and the purchase order has been successfully refunded, XGIMI will deduct the corresponding commissions from the payable commissions to you; or
D. Your promotional behavior goes against relevant laws and regulations, this Agreement, or branding strategy or sales policy of XGIMI, XGIMI is entitled to not to pay the commissions payable to you and terminate this Agreement as well as your rights as a XGIMI Affiliate immediately, and you shall refund any commissions paid by XGIMI for the month when such behavior happens. If any disagreement arises, you shall provide evidence, including but not limited to, the URL and website screenshots of the promotion link, to XGIMI within 30 days as from the date of disagreement, to prove the behavior is complied with this Agreement or applicable regulations or policy. XGIMI reserves the right to make final decision; or
E. Other situations that XGIMI determines that your behaviors are contrary to the purpose of the XGIMI Affiliate Program or the interests of XGIMI.
8. Product Price
(1) XGIMI may determine the Product's retail price at its discretion, and you shall promote the Product at the price offered in the XGIMI Online Store and/or other price separately;
(2) As for the retail price offered above, XGIMI agrees that it shall be the same for all the XGIMI Affiliates;
(3) XGIMI may, at its own discretion, adjust the retail price of Products relating to the promotion Links by notifying you in writing. Unless agreed to by XGIMI, in writing, the retail price promoted by you shall not violate XGIMI's general pricing policy.
III. Intellectual Property Rights
1. You shall not register or apply for the registration of any name or domain name that contains XGIMI's brand (the name may include without limitation your 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 you (including but not limited to the promotion channel)); in addition, the name and domain name of you may not fall into the following circumstances:
(1) Use any name or domain name that contains XGIMI or XGIMI'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 XGIMI 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 XGIMI and/or its management;
e.g. jimixgimi.com, gimixgimi.com,etc
(3) Use any name or domain name that maliciously insults XGIMI or XGIMI 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 XGIMI Affiliate Program's cooperation order, or cause any adverse effect to XGIMI or XGIMI's products or relevant brands, or give rise to unfair competition against XGIMI or infringe the legal rights and interests of XGIMI.
2. During the promotion activities, you shall not infringe upon the rights and/or interests of any third party; otherwise, you shall undertake all the responsibilities.
IV. Term, Revision and Termination of this Agreement
1. XGIMI 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 XGIMI Affiliate Program or otherwise notify you, and you shall review the revised rules in a timely manner. If you do not accept the revision, it must stop using the XGIMI Affiliate Program's services; in case you continue using the XGIMI Affiliate Program's services, it shall be deemed that the revised rules have been accepted.
2. If you have any suggestion on the revision of this Agreement, you shall notify XGIMI in writing for the Parties to negotiate.
3. Any failure of you to perform any of the obligations under this Agreement is deemed as a breach of this Agreement. During the valid period of this Agreement, if you fail to cure a breach within 3 days, XGIMI is entitled to terminate the Agreement, close your XGIMI Affiliate account and require you to compensate XGIMI’s losses arising therefrom. A breach of this Agreement includes but is not limited to:
(1) You make any false promise or provide any false information as regards the promotion relationship; or
(2) You breach the agreement and promote the product with a disguised discount; or you conducts any illegal promotion in the opinion of XGIMI.
V. Miscellaneous
1. Confidential Information
(1) You shall protect the intellectual property rights of XGIMI, and may not decode, reverse engineer or copy any product of XGIMI or transfer XGIMI's product to any third Party; and you promise that it shall not decipher the products in any way;
(2) Before XGIMI's confidential information, including without limitation, trade secret, is legally disclosed, you may not disclose any confidential information of XGIMI that is learned due to this Agreement or use such confidential information beyond the scope of this Agreement.
2. Validity of this Agreement
This Agreement shall be binding upon the date when you click “I Agree” after having read this Agreement.
3. Dispute Resolution
(1) The interpretation, performance and dispute resolution of this Agreemetn shall be governed by the laws of Hong Kong;
(2) In the event of any dispute with respect to or in connection with this agreement, the Parties shall negotiate in good faith to resolve the dispute;
(3) If it cannot be resolved, it shall be submitted to the HONGKONG International Arbitration Centre (HKIAC) for resolutions as per the HKIAC rules in effect at the time of the application. 1 arbitrators will be selected and the arbitration will be in English.
