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Shopee Affiliate Program

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Shopee Affiliate Program

(the
“Program”)

Terms
and Conditions

Mục Lục



1.

                

DEFINITIONS


1.1

             

Account
Balance

” means the accumulated and unpaid Commission Fees due and payable
to Affiliate.


1.2

             

Affiliate
Media

” means all advertising media, including but not limited to websites,
applications and newsletters, Affiliate networks’ sub affiliates, their owned
and brokered media registered to the Program by the Affiliate and approved by
Shopee.


1.3

             

Affiliate
Links

” means advertising materials made available by Shopee to Affiliate
via the Program, including graphics, artwork, text, files, URLs and HTML or
Javascript code.


1.4

             

 

“Confirmed Budget”

means an estimated value of marketing spend that is
agreed between Shopee and the Affiliate on a monthly basis via email
communication or otherwise as agreed in writing between the Parties.


1.5

             

 

Completed Purchase

” means a completion
of an approved sale and/or purchase transaction of a Product between a Buyer
and a Seller on the Platform in accordance with Shopee’s Terms of Use which results
directly from a Buyer accessing the Platform via Affiliate Links placed on
Affiliate Media and such Buyer:


(a)

              

is not
a computer generated user, such as a robot, spider, computer script or other
automated, artificial or fraudulent method to appear like an individual, real
life person;


(b)

              

is not
using pre-populated fields;


(c)

              

completes
all of the information required for the Completed Purchase within the time
period allowed by Shopee, and;


(d)

              

is not
later determined by Shopee to be fraudulent, incomplete, unqualified or a
duplicate.


1.6

             

Net
Completed Purchase Value

” means the monthly total net value of the
Completed Purchases generated through Affiliate Links placed on Affiliate
Media, calculated as the total value of Completed Purchases in a calendar month
excluding any discounts, shipping fees, voucher fees, and other rebates such as
Shopee Coins.


1.7

             

Platform


means any platform operated by Shopee, which includes the Shopee mobile
applications available on the Apple App Store or Google Play and the Shopee websites.


1.8

             

Product


means any item listed or service offered on Platform by Sellers for sale to
Buyers.


1.9

             

Prohibited
Content

” means any content or term that:

a)            Promotes or is related to illegal
activities (illegal drugs, phishing, terrorism, criminal activities, contests,
pyramid schemes, or chain letters).

b)            Promotes or is related to tobacco,
gambling, or weapons.

c)            Is related to pornographic or
obscene material.

d)            Is related to excessively graphic or
explicit violence.

e)            Is defamatory, inappropriate, or
profane.

f)             Is discriminatory or constitutes
“hate speech”, whether directed at an individual or a group, and whether based
upon the race, sex, creed, national origin, religious affiliation, sexual
orientation, or language of such individual or group.

g)            Promotes or contains viruses, worms,
corrupted files, malware, cracks, or other materials that are intended to or
may damage or render inoperable software, hardware, or security measures.


1.10

           

Term


has the meaning set forth in Section 7.1.


1.11

           

Terms
of Use

” means the terms of use governing the Platform, including additional
guidelines required or updated by Shopee from time to time.


1.12           

“Territory” means the territory in which the Shopee entity that is engaging the Affiliate is domiciled.


1.13

           

User


means any registered valid user of the Platform, which includes both buyers
(“Buyers”) and sellers (“Sellers”) on the Platform.



2.

                

PARTICIPATION REQUIREMENTS


2.1

   

Registration
Information.

Affiliate
shall provide any information requested by Shopee and shall ensure such
information is true, accurate and complete, for the purpose of registration for
the Program. Any false or inaccurate information submitted to Shopee shall be
deemed as grounds for termination of this Agreement.

Shopee may accept or reject Affiliate’s
application at its sole discretion and for any reason.


2.2

             

Limited
License.

If Affiliate is
accepted into the Program, Shopee grants to Affiliate for the duration of this
Agreement a non-exclusive, non-transferrable and revocable right to display the
Affiliate Links on its Affiliate Media at its own cost, for the sole purposes
of Affiliate’s participation in the Program. Affiliate shall not, without the
prior written consent of Shopee, alter or modify or create derivative works of
the Affiliate Links or any of Shopee’s intellectual property. Except as expressly
set forth in this Agreement, nothing in this Agreement is intended to grant
Affiliate any rights to use any of Shopee’s intellectual property.


2.3

             

Eligibility

. Affiliate Media must be publically
available via the information provided in Affiliate’s application to join the Program.
Affiliate shall not be eligible to participate, and Shopee may terminate
Affiliate’s participation, in the Program if its Affiliate Media contains any
of the Prohibited Content or other content that Shopee deems inappropriate. Affiliate Media may include social media and websites (including, but not limited to, website/blog domain, Facebook, Pinterest and Twitter) upon approval by Shopee (“Approved Social Media”).  Approved Social Media must (i) not contain the trademarks, names or logos of Shopee, or display misleading content, and (ii) if through Facebook, be displayed through a “fan page” only and not through a “personal page” in accordance with Facebook’s user policies.  



3.

                

COMMISSION FEE AND PAYMENT TERMS



3.1

             

Commission
Rate

. The fees payable by
Shopee to Affiliate in a given month (the “

Commission Fee

”) shall be
calculated in accordance with the rates stated on the Platform website or as
separately agreed between Affiliate and Shopee in writing (such rate, the “

Commission
Rate

”).


3.2

             

Calculation
of Commission Fee.

The Commission
Fees for a given month shall be calculated to be (a) the Confirmed Budget; or
(b) the Net Completed Purchase Value multiplied by the Commission Rate,
whichever is the lower. All Commission Fees paid to, and received by, Affiliates are inclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes. Shopee shall deduct a service fee (exclusive of Goods and Services Tax (“GST”)) from the Commission Fees in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Shopee in writing.


3.3

             

Minimum
Payout

.


(a)

              

The Commission
Fees payable to Affiliate shall be added to the Affiliate’s Account Balance on
a monthly basis.


(b)

              

Shopee
shall pay Affiliate the Account Balance monthly, provided that the Account
Balance as of the date of payment meets a minimum of the equivalent in local currency of $30 SGD (the “

Minimum
Payout

”).


(c)

              

If
Affiliate’s Account Balance is below the Minimum Payout in a given payment
period, Shopee reserves the right to withhold such amounts due to Affiliate
until such payment period where Affiliate’s Account Balance has met the Minimum
Payout.


3.4

             

Payment. 

Pursuant to Section 3.3, Shopee shall validate and approve the Commission Fees payable and shall pay Affiliate within sixty (60) days of system approval. The Commission Fees determined by Shopee shall be deemed final.


3.5

             

Taxes.

Each party will pay all taxes that it owes
under this Agreement. If applicable law requires Shopee to withhold any taxes
from the amounts due to Affiliate, Shopee will withhold the required amount and
provide Affiliate with a receipt or other documentation evidencing the
withholding tax payment. If Affiliate is domiciled outside of the Territory, Affilate shall perform the services entirely outside the Territory at all times. Notwithstanding any other clauses under this Agreement, Affiliate agrees that the payments to be made to Shopee hereunder shall be free of all withholding and if any such withholding is required, Affiliate shall pay an additional amount such that after deduction of all amounts required to be withheld, the net amount of the payment will equal, on an after tax basis, the amount of payment that would be due absent such withholding to Shopee. Affiliate shall provide Shopee with official withholding tax receipts and other evidence of payment of such remittance acceptable to Shopee upon written request. To the extent that Shopee has an obligation under applicable law to withhold any taxes on any of the payments to be made to Affiliate hereunder, Shopee shall withhold such amounts and pay over to the relevant tax authorities in accordance with the applicable laws. Shopee shall provide Affiliate with documentary evidence of such remittance acceptable to Affiliate, and such assistance as Affiliate requests, to allow Affiliate to claim a credit for any such taxes withheld. To the extent that amounts are so withheld and deducted, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such body in respect of which such deduction and withholding was made and Shopee shall have no further obligation to pay the equivalent of such withheld amounts, or any part thereof, to Affiliate.


3.6

             

Chargebacks.

Shopee shall not make commission payouts
on, and reserves the right to set-off or initiate chargebacks on transactions
that were previously paid out. Such transactions include but are not limited
to:


(a)

  

transactions
that do not meet the requirements to be a Completed Purchase;


(b)

  

fraudulent
transactions identified manually or by means of a fraudulent order checking
process by Shopee;


(c)

  

transactions
performed through collusion where the Affiliate is connected to the Seller or
where Affiliate has purchased Products through the Affiliate Links;


(d)

  

cancelled,
incomplete, returned or refunded transactions;


(e)

  

transactions
made with the intention of reselling the purchased Products; and


(f)

   

transactions performed through Affiliate
Links placed on Affiliate Media which contains any Prohibited Content.


3.7

              

Invoicing of Commission Fee.

 To the extent that Affiliate is required to register for GST and charges GST on the services supplied based on the prevailing tax laws, Affiliate must provide Shopee with a valid tax invoice detailing the services supplied, the commission fees and the GST component. Affiliate warrants that it is registered for GST purposes at each time a taxable supply is made and indemnifies Shopee for any loss it suffers as a result of Affiliate not being registered for GST purposes. On request by Shopee, Affiliate must produce evidence that it is so registered.


3.8

             Invoicing of service fee

.

 Shopee shall issue receipts or tax invoices for the service fee.



4.

                

RESPONSIBILITIES OF AFFILIATE


4.1

             

Business
Conduct

. Affiliate may not
contractually bind Shopee or make any representations on behalf of Shopee. Affiliate
will not engage in any unconscionable, false, deceptive, misleading, or
fraudulent conduct. Affiliate will not advertise substances, services,
products, or materials that violate applicable laws. Shopee shall have the
absolute discretion and authority to make any request for any removal of any
content, material, or other media placed or displayed by the Affiliate under
its performance of this Agreement and Affiliate shall act upon Shopee’s request
immediately.


4.2

             

Compliance
with Laws and Terms of Use

.

 

Affiliate will ensure that the Affiliate
Media and the placement of Affiliate Links complies with all applicable laws in
jurisdictions in which Affiliate is located or provides goods and services, the
Terms of Use, and other existing criteria or specifications required by Shopee
(including content limitations, technical specifications, privacy requirements,
user experience requirements, and requirements regarding Shopee’s public
image).


4.3

             

Prohibited
Actions

.

 

Affiliate will not, and will not allow any
third party to do the following:


(a)

              

use
advertising e-mails to promote Shopee without Shopee’s prior written consent;


(b)

              

use
robots or other automated query tools, computer generated search requests;


(c)

              

fraudulent
use of search engine optimization services to generate or conceal impressions,
inquiries, clicks, or conversions that are fraudulent or invalid;


(d)

              

drive
or utilize any SEM keywords and other keyword-based advertising traffic using the
Shopee brand or private labels to Shopee’s Platform (in other words,
“Shopee” and other similar words which could be misleading as Shopee
must be entered as a negative keyword) without Shopee’s prior written consent;


(e)

            

use any
automated means or form of scraping, or other data extraction methods to
access, query, collect, or use Shopee intellectual property, including logo,
key visuals, creative materials and other Confidential Information from the
Platform or otherwise;


(f)

               

apply
Affiliate Links on Affiliate Media that contains Prohibited Content, or in
torrent or streaming sites;

(g)              advertise Affiliate Media through any of Shopee’s social media channels; 


(h)              (where Affiliate is an affiliate network) re-brokering to another affiliate network as their sub-affiliate; or


(i)               incorporate any lottery or lucky draw in the Affiliate Media.

4.4              Cookies. The Affiliate shall warrant that it will
set cookies only if the Affiliate Links are visible on Affiliate Media and the
user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up,
pop-under, site-under, advertisements which automatically redirect the user to
the Platform without the user’s engagement or action (e.g. click, touch),
cookie dropping, postview technology, misleading advertisements that result in
misleading clicks, shall not be permitted and are strictly prohibited. Advertisements
that result in forced installations (which includes initiating
downloads/redirects without a user’s permission) of the Shopee application are
strictly prohibited.



5.

                

RESPONSIBILITIES AND RIGHTS OF SHOPEE


5.1

             

Platform

.

 

Shopee will operate and maintain the Platform.

 

No changes relating to the features or
functionalities of the Platform will affect the validity and enforceability of
this Agreement.



5.2

             

Right
to Cancel, Reject, or Remove

.

 

Shopee reserves the right to review any Affiliate
Media and any related documentation submitted by Affiliate. If, in Shopee’s
sole judgment: (a) any Affiliate or Affiliate Media violates the Terms of Use
of the Platform; (b) Affiliate violates or encourages violation of any
applicable laws; (c) Affiliate breaches its obligations under this Agreement;
(d) Shopee believes that any Affiliate Media may subject Shopee to criminal,
civil, or administrative liability; or (e) any Affiliate Media constitutes or
contains Prohibited Content, Shopee may take one or more of the following
measures:


a)

       

request
that the Affiliate Links and/or Affiliate Media be removed or taken down
immediately;


b)

       

require
Affiliate to cure its violation, non-compliance, or breach within a specified
period of time;



c)

        

for
each violation, impose a fine or Chargeback on Affiliate as liquidated damage,
which fine or Chargeback will not relieve Affiliate from its liabilities if
Shopee’s losses exceed such amount; or



d)

       

terminate
this Agreement.


5.3

             

Changes
to these Terms and Conditions and Terms of Use

.

 

Shopee may, at
Shopee’s discretion, update, amend, or modify these Terms and Conditions and
the Terms of Use. If Shopee updates, amends, or modifies these Terms and
Conditions or the Terms of Use of a Platform, Shopee will make reasonable
efforts to notify Affiliate of the updates, amendments, or modifications,
including by publishing the modified Terms and Conditions and Terms of Use on
the Platform’s website], by email, or by instant message. Affiliate will check
the Platform periodically for such updates and notices. The modified Terms and
Conditions and/or Terms of Use take effect on publication. By continuing to use
the Affiliate Links, Affiliate agrees to be bound by the updated, amended, or
modified Terms and Conditions and Terms of Use. If Affiliate does not agree to
be bound by the updated, amended, or modified Terms and Conditions and Terms of
Use, the Affiliate must terminate this Agreement pursuant to Section 7.



6.

                

CONFIDENTIAL INFORMATION


6.1

             

Confidential
Information

” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to this
Agreement disclosed by one party to the other that is in written, graphic,
machine readable, or other tangible form and is marked “Confidential” or
“Proprietary” or in some other manner to indicate its confidential nature; (b)
the Shopee materials and all other non-public marketing or technical
information, even if not marked as confidential; and (c) all information
collected or developed by Shopee regarding its Users. Confidential Information
also includes oral disclosures if that information would reasonably be
understood to be confidential from the context of disclosure.


6.2

             

Exceptions

.

 

Confidential Information will not include any information that: (a) was
publicly known and made generally available before the time of disclosure by
the disclosing party; (b) becomes publicly known and made generally available
after disclosure by the disclosing party to the receiving party through no
action or inaction of the receiving party; (c) is already in the lawful
possession of the receiving party at the time of disclosure; (d) is obtained by
the receiving party from a third party without a breach of that third party’s
obligations of confidentiality; (e) is independently developed by the receiving
party without use of or reference to the disclosing party’s Confidential
Information; or (f) is disclosed by the receiving party pursuant to the
disclosing party’s prior written approval.


6.3

             

Non-Use
and Non-Disclosure

.

 

Each party will: (a) treat as confidential
all Confidential Information of the other party; (b) not disclose that
Confidential Information to any third party, except on a “need to know” basis
to third parties that have signed a non-disclosure agreement containing
provisions substantially as protective as the terms of this Section and such
party has obtained the written consent to that disclosure from the party that
provided the Confidential Information; and (c) not use that Confidential
Information except in connection with performing its obligations or exercising
its rights under this Agreement.

 

Each
party is permitted to disclose the other party’s Confidential Information if
required by law so long as the other party is given prompt written notice of
that requirement before disclosure and assistance in obtaining an order
protecting that information from public disclosure.



7.

                

TERM AND TERMINATION



7.1

             

Term

.

 

This Agreement takes effect on the date that Shopee approves Affiliate’s
application to join the Affiliate Program and continues to be in effect until
terminated in accordance with Section 7.2 or 7.3 (the “

Term

”).



7.2

             

Termination
by Shopee

. Shopee may unilaterally
terminate this Agreement at its sole discretion and for any reason which Shopee
deems appropriate with seven (7) days’ prior notice and disabling the Affiliate
Links. Shopee may terminate this Agreement immediately and without any prior
notice if Affiliate breaches its obligations under this Agreement.


7.3

             

Termination
for Cause

. This Agreement
will terminate immediately upon:


(a)

              

either
party’s dissolution or ceasing to do business, or the institution by or against
either party of insolvency, receivership, or bankruptcy proceedings or any
other proceedings for the settlement of either party’s debts; or


(b)

              

the
occurrence of an event of Force Majeure (as defined in Section 11.4) that
continues for more than 30 days.



7.4

             

Effect
of Termination

. Upon
termination of this Agreement for any reason, Affiliate shall immediately cease
all use of Shopee’s Affiliate Links, and will cease representing itself as a Shopee
Affiliate.


7.5

             

Termination
due to Affiliate’s breach.

If
this Agreement is terminated due to Affiliate’s breach of its obligations in
accordance with Sections 5.2 and 7.3, all amounts payable to Affiliate by
Shopee may be forfeited as liquidated damages without prejudice to Shopee’s
recourse for other rights or remedies available under applicable laws.



7.6

             

Survival

.

 

The
following provisions will survive the termination or expiration of this
Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions that, by
their nature, are intended to survive. All liabilities that accrued before the
termination or expiration will survive the termination or expiration of this
Agreement.



8.

                

REPRESENTATIONS AND WARRANTIES


8.1

             

Mutual
Representations and Warranties

. Each party represents and warrants that: (a) it is duly organized,
validly existing, and in good standing in the jurisdiction it is formed; (b)
its execution and delivery of this Agreement has been duly and validly
authorized; (c) this Agreement constitutes a valid, binding, and enforceable
obligation upon its execution; and (d) it will comply with all applicable laws
in performing under this Agreement.


8.2

             

Representations
and Warranties by Affiliate

.
Affiliate represents and warrants that


(a)

              

the
execution, delivery, and performance of this Agreement will not be in conflict
with or constitute a default under the terms of any agreement, instrument,
judgment, decree, or any order, statute, rule, or governmental regulation
applicable to Affiliate;


(b)

              

all
information provided by Affiliate to Shopee is complete, true, accurate and
current, and that Affiliate has the right to conduct its business, including
offering its products or services;


(c)

              

no
Affiliate Media contains (i) any information that violates or encourages
violation of any applicable law; (ii) fraudulent or deceptive information or
incentives;

 

(iii) virus, malware,
spyware, Trojan, phishing, or other malicious code that could breach or
circumvent any Platform security measure; (iv) information marketing or
promoting fake or counterfeit goods or illegal businesses (including apps or
software that contain hidden charges); (v) any material that infringes any
rights of any third party; or (vi) material that may be harmful, abusive,
pornographic or obscene, threatening, or defamatory.



9.

                

INDEMNIFICATION



9.1

             

Indemnification
by Affiliate

.

 

Affiliate will indemnify, defend, and hold
harmless Shopee and its affiliates and their directors, officers, and employees
from and against all claims, actions, losses, damages, liabilities, costs, and
expenses, including attorneys’ fees and other legal expenses, arising directly
or indirectly from or in connection with: (a) any breach by Affiliate of this
Agreement; (b) any failure of Affiliate to perform its obligations under this
Agreement in compliance with all applicable laws; (c) any violation of any
rights of any third party related to Affiliate Media; or (d) Affiliate’s fraud,
negligence or willful misconduct.


9.2

             

Procedure

.

 

Shopee will promptly notify Affiliate of any claim that is subject to
Section 9.1, and will permit Affiliate to assume and control the defense of
that claim.

 

Shopee will, however, have
the right to employ separate counsel and participate in the defense of claims
at the Affiliate’s sole cost.

 

Affiliate
will have the sole authority to defend, compromise, settle, or otherwise
dispose of a claim, but it will not agree to any disposition or settlement of a
claim that admits liability or imposes duties of performance or payment on
Shopee without Shopee’s prior written consent.

 

If the parties agree to settle a claim, Affiliate will not publicize the
settlement without first obtaining Shopee’s written permission.



10.

             

LIMITATION OF LIABILITY


10.1

           

Disclaimer
of Warranties

. ALL SHOPEE
MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” AFFILIATE ACKNOWLEDGES AND
AGREES THAT SHOPEE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY
SECURITY TECHNOLOGY OR PROCEDURE. SHOPEE DOES NOT WARRANT THAT THE SHOPEE MATERIALS
OR AFFILIATE LINKS provided WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,
SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE
CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF
VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES,
TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES,
INSTRUCTIONS, PROGRAMS OR COMPONENTS.


10.2

           

Disclaimer
of Consequential Damages

.
SHOPEE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT
OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING
LOST PROFITS OR LOSS OF BUSINESS.


10.3

           

Cap
on Liability

. UNDER NO
CIRCUMSTANCES WILL SHOPEE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR
RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM
AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY SHOPEE TO AFFILIATE UNDER
THIS AGREEMENT FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.


10.4

           

Independent
Allocations of Risk

.

 

EACH PROVISION OF THIS AGREEMENT THAT
PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE
THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

EACH OF THESE PROVISIONS IS SEVERABLE AND
INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE
PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.



11.

             

MISCELLANEOUS


11.1

           

Subcontractors

.

 

Shopee may exercise its rights under this Agreement via its affiliates
and subcontractors. Shopee will be
responsible for the compliance of those affiliates and subcontractors with the
terms of this Agreement.


11.2

           

Independent
Contractor

. This Agreement
will not be construed as creating a partnership, joint venture, or agency
relationship or as granting a franchise.

 

The parties are independent contractors in the performance of this
Agreement.

 

Neither party is authorized
to bind the other party to any liability or obligation or to represent that it
has any authority to do so.


11.3

           

Press
Release

. Except as
expressly set forth in this Agreement or as required by the laws of any
jurisdiction, neither party will make any public announcement or press release
regarding the cooperation contemplated by this Agreement without the prior
consent of the other party.

 

Any party
required by law to make a public announcement regarding any matter related to
the cooperation contemplated by this Agreement will solicit from and consider
in good faith the other party’s feedback on the content of that public
announcement.



11.4

           

Force
Majeure

.

 

Neither party will be liable to the other
party for any failure or delay in fulfilling an obligation (other than the
financial obligations) under this Agreement if that failure or delay is
attributable to circumstances beyond its control, including any fire, power
failure, labor dispute, war, civil dispute, or government action (including any
new law or regulation) or inaction (“

Force Majeure

”).

 

The deadline for fulfilling the obligation in
question will be extended for a period equal to that of the continuance of the
Force Majeure event.


11.5

           

Governing
Law and Resolution of Disputes

. This Agreement shall be governed by and construed under the laws of
Singapore.

 

In the event of any dispute,
controversy, claim or difference of any kind whatsoever arising between the parties
in connection with this Agreement, including the breach, termination or
validity of this Agreement, or in connection with the determination of any
matters which are subject to objective determination pursuant to this Agreement
(“Dispute”), which Dispute has been subject of a written notice by one party to
the other (“Dispute Notice”), the parties shall attempt, for a period of thirty
(30) days after the receipt by one (1) party of a Dispute Notice from the other
party of the existence of a Dispute, to settle such Dispute in the first
instance by mutual discussions between the senior management of each of the parties.
If the Dispute cannot be settled by mutual discussions within the thirty (30)
day period, it shall be referred to and finally resolved by arbitration administered
by the Singapore International Arbitration Centre in Singapore in accordance
with the Arbitration Rules of the Singapore International Arbitration Centre
(“SIAC Rules”) for the time being in force, which rules are deemed to be
incorporated by reference in this clause. There will be three (3) arbitrators
and the language of the arbitration shall be English.



11.6

           

Notices

.

 

All
notices under the terms of this Agreement will be deemed given as of the day
they are received either by overnight courier, email, postage prepaid certified
or registered mail, or facsimile, and addressed either to Shopee or Affiliate
at their respective addresses.



11.7

           

Assignment

.

 

Affiliate may not voluntarily, involuntarily, or by operation of law
assign any of its rights or delegate any of its obligations under this
Agreement (in whole or in part), including by direct or indirect change of
control, merger (whether or not Affiliate is the surviving entity), or
operation of law, without Shopee’s prior written consent, which Shopee may withhold
in its sole and absolute discretion. Any direct or indirect change of control
of equity ownership or management or control of Affiliate, whether or not
Affiliate survives as an entity, will be deemed an assignment and delegation of
this Agreement that requires Shopee’s prior written consent.

 

An assignment by Affiliate will not relieve
Affiliate of its obligations under this Agreement unless Shopee expressly
states otherwise in its written consent. Shopee will not release Affiliate of
its liability under this Agreement unless Shopee expressly states otherwise in
its written consent. Shopee may voluntarily, involuntarily, or by operation of
law assign any of its rights or delegate any of its obligations under this
Agreement (in whole or in part) without Affiliate’s consent.

 

Any purported assignment or delegation in
violation of this Section 11.7 will be null and void. Subject to this Section 11.7,
this Agreement will bind and inure to the benefit of each party’s respective
permitted successors and permitted assigns.


11.8

           

Waiver

.

 

Any
waiver of the provisions of this Agreement or of a party’s rights or remedies
under this Agreement must be in writing provided in accordance with Section
11.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions
of this Agreement or its rights or remedies at any time will not be construed
as a waiver of the party’s rights under this Agreement and will not in any way
affect the validity of the whole or any part of this Agreement or prejudice the
party’s right to take subsequent action.

 

Exercise or enforcement by either party of any right or remedy under
this Agreement will not preclude the enforcement by the party of any other
right or remedy under this Agreement or that the party is entitled by law to enforce.


11.9

             

Severability

. If any term, condition, or provision in
this Agreement is found to be invalid, unlawful, or unenforceable to any
extent, the parties will endeavor in good faith to agree to amendments that
will preserve, as far as possible, the intentions expressed in this Agreement.
If the parties fail to agree on an amendment, the invalid term, condition, or
provision will be severed from the remaining terms, conditions, and provisions
of this Agreement, which will continue to be valid and enforceable to the
fullest extent permitted by law, and the tribunal will preserve, as far as
possible, the original intention of the parties with respect to the severed
term, condition, or provision.


11.10

           

Remedies
Cumulative

. No single or
partial exercise of any right or remedy will preclude any other or further
exercise of any other right or remedy.

 

Rights and remedies provided in this Agreement are cumulative and not
exclusive of any right or remedy provided at law or in equity.


11.11

           

Confidentiality
of Agreement

. Affiliate
will not disclose any terms of this Agreement to any third party without
Shopee’s prior written consent, except as required by applicable law.


11.12

           

Counterparts

. This Agreement may be executed in
counterparts, each of which will be deemed to be an original and together will
constitute one and the same agreement.


11.13

           

Language

.

 

If
this Agreement is executed in more than one language, then only the English
version is binding on the parties.


11.14

           

Headings

. Headings are used in this Agreement for
reference only and will not be considered when interpreting this Agreement.


11.15

        

Integration

.

 

These Terms and Conditions constitute the entire agreement of the
parties with respect to the subject matter of this Agreement and supersede all
previous communications, representations, understandings, and agreements,
either oral or written, between the parties with respect to that subject
matter. No terms, provisions, or conditions of any purchase order,
acknowledgement, or other business form that either party may use in connection
with the transactions contemplated by this Agreement will have any effect on
the rights, duties, or obligations of the parties under, or otherwise modify,
this Agreement, regardless of any failure of a receiving party to object to
these terms, provisions, or conditions.

Last updated: 10 May 2021

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