Last updated: August 23, 2022
These Terms and Conditions of Use (T&Cs) apply when you visit the
website at
https://www.linkhaitao.com/
by SHANGHAI CHENGZHAO NETWORK Technology CO., LTD("LinkHaitao","us",
"we") .
Your access to and use of the Website are subject to these T&Cs. If
you disagree with any part of these T&Cs, you must cease usage of
the website, or any services, immediately. By accessing or using the
Website you acknowledge and agree to be bound by these T&Cs. If you
are under 18 years of age, then you must obtain your parent or
guardian's consent before accessing and using the Website.
"AS IS" and "AS AVAILABLE" Disclaimer
The information contained on the Website is provided in good faith
on an "as is" basis. LinkHaitao does not represent or warrant the
reliability, accuracy or completeness of the information contained
on the website. To the extent permitted by law, LinkHaitao is not
responsible or liable for any Liabilities arising in any way for
errors in, or omissions from, the information on the Website.
Acknowledgment
These are the Terms of Use governing the use of this service and the
agreement that operates between brands, publishers, and LinkHaitao.
These Terms and Conditions set out the rights and obligations of all
users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your
acceptance of and compliance with these Terms and Conditions. These
Terms and Conditions apply to all visitors, users and others who
access or use the Service.
By accessing or using the Service, you agree to be bound by these
Terms and Conditions. If you disagree with any part of these Terms
and Conditions, then you may not access the Service. You represent
that you are over the age of 18. The Company does not permit those
under 18 to use the Service.
Your access to and use of the Service is also conditioned on your
acceptance of and compliance with the Privacy Policy of the Company.
Our Privacy Policy describes Our policies and procedures on the
collection, use and disclosure of Your personal information when You
use the Application or the Website and tells You about Your privacy
rights and how the law protects You. Please read Our Privacy Policy
carefully before using Our Service.
Registration Data and Account Security
In consideration of your use of the Site, you agree to (a) provide
accurate, current and complete information about you as may be
prompted by any registration forms on the Site (“Registration
Data”); (b) maintain the security of your password and
identification; (c) maintain and promptly update the Registration
Data, and any other information you provide to LinkHaitao, to keep
it accurate, current and complete; and (d) be fully responsible for
all use of your account and for any actions that take place using
your account.
Managing Account and Promoting Content
Subject to the publisher’s compliance with this Agreement,
LinkHaitao will:
1) permit the publisher’s participation in the Network for its
assignment of the Promotional Space; and
2) grant access to the Interface. LinkHaitao may change any aspect
of the Interface at its sole discretion.
The publisher under takes that:
1) the Admin shall remain authorized to act on behalf of the
publisher and bind the publisher;
2) all authorized Users are permitted to view, or view and operate,
the publisherAccount in accordance with any permissions granted on
the interface, which shall be kept up to date by the publisher;
3) it shall use best endeavors to ensure that the Admin and all
Authorized Users shall: (a) access the Interface their own name
under their own Authorized User Account; and (b)keep any passwords
confidential.
The publisher shall:
1) ensure the proper functioning and maintenance of all Links;
2) provide Brands and LinkHaitao with full and clear instructions as
to the Brand Material it may reasonably require for the purposes of
the promotion of a Brand or its Products in accordance with this
agreement and the Program Terms;
3) provide Brands reasonable access to information the Brand may
require to operate the Brand Program, and
4) remain primarily liable for the acts and omissions of all
Subpublishers.
LinkHaitao shall not be liable for any losses or damages suffered by
the publisher due to the disclosure of any AuthorizedUser Account
passwords. The publisher shall remain primarily responsible and
liable for all activities occurring under any of the Authorized User
Accounts and the acts or omissions of any Authorized User.
If the publisher suspects that a third party has gained unauthorized
access to access data, the publisher shall inform LinkHaitao
immediately by sending an e-mail to support@linkhaitao.com or such
other emails may be notified to the publisher from time to time.
LinkHaitao may Suspend or withdraw any Authorized User Accounts at
its discretion, or on request by the publisher.
Under this Agreement LinkHaitao, or any LinkHaitao Group Company
may, on behalf of LinkHaitao: 1) provide any aspect of the network
or the Interface (including the granting of sub licenses and
licenses under the related policy); 2) enjoy any benefit, or
exercise any right; 3)satisfy any of LinkHaitao's obligations.
The publisher may request to market Brands or their products at
their discretion by applying to participate in a Brand Program.
Brands may approve or refuse such requests, and remove publishers
from BrandPrograms, at any time at their discretion. The publisher
may only market a Brand or its Products under this Agreement with
the Brand’s continued approval unless specifically enabled by the
proper use of the Interface.
Brands may apply Program Terms and make changes to any Program Terms
at their discretion, which shall become effective on notice to the
publisher, including by publication on the interface. Brands may
change their Program Terms at any time. The publisher is solely
responsible for ensuring it is aware of any changes to the program
terms. Subject to the publisher's compliance with this Agreement and
the ProgramTerms, and the continued approval of the respective
Brand, LinkHaitao will provide to the publisher the BrandMaterials.
LinkHaitao, however, is not obliged to review any Brand Material or
check their legality or accuracy. A publisher admitted to the Brand
Program may publish the Brand Materials through its publisher
Service at its discretion and use them solely to the extent
permitted under this Agreement and the program terms.
LinkHaitao may deactivate any Links at the request of the respective
Brand, or at its sole discretion. The publisher shall remove any
BrandMaterials from the publisher Service immediately at the request
of either the Brand or LinkHaitao. LinkHaitao will use reasonable
endeavors to procure that Brands comply with any terms and
conditions, or other requirements, applied by the publisher to its
promotion of Brands or their Products.
Intellectual Property, Confidentiality, and Data Protection
LinkHaitao hereby grants to the publisher, for the duration of its
participation in the Brand Program, a revocable, non-exclusive,
non-transferable, royalty-free, worldwide sublicense to publish
BrandMaterials, without modification, on the publisherservice in the
PromotionalSpaces to the extent necessary to enable the publisher to
market the respective brand and its Products on the Network in
compliance with the Agreement and theProgram Terms. A sublicense
granted to a Sub network under this policy shall be further sub
licensable by the Subnetwork to Sub affiliates on terms equivalent
to this policy with LinkHaitao's prior written consent. A sublicense
granted by a Subnetwork under this policy shall not be capable of
further sublicense by the Sub affiliate without LinkHaitao's prior
written consent.
LinkHaitao hereby grants to the publisher a revocable,
non-exclusive, non-sub licensable, non-transferable, royalty-free
worldwide license to use the interface to the extent necessary for
the publisher to participate in the Network and perform its
obligations under this Agreement. The publisher will not, and will
not attempt to change, reverse engineer or create derivative works
of the interface or the Tracking Code. Each party reserves all of
its right, title and interest to any of its Intellectual Property
Rights licensed under this clause, which it creates under this
Agreement, or which is created by operation of the Tracking Code.
The publisher shall use information and data obtained from and in
connection with participating in the Network only for the purpose of
this agreement. Uses for any other purpose, or disclosure of such
information and data is prohibited. Either party may identify the
other party in lists of clients or customers and may use the other
party's name and logo in marketing materials and presentations. Any
other use shall require the prior written consent of the other
party.
Each party will only use Confidential Information to enjoy its
rights or comply with its obligations under this Agreement. Save as
set out in this Agreement, neither party will disclose any
Confidential Information. Confidential Information shall be kept
confidential. The obligations of confidentiality in this Agreement
will not apply to Confidential Information to the extent it: 1) is
in the public domain (other than as a result of a breach of this
Agreement); 2) can be demonstrated as having been independently
developed by the receiving party; 3) is published on the Interface
in the receipt or provision of the Services in accordance with this
Agreement; 4) is required to be disclosed by law or court order.
The Company may disclose Confidential Information to Group
Companies.
The Company and the Brand will comply with all respective legal
obligations under Data Regulation. Each party will provide the other
party with any cooperation reasonably requested to enable the other
party’s compliance with this policy. The Company and the Brand will
each comply with any data processing agreement or arrangement
entered into by them in connection with Personal Data published
under this Agreement.
LinkHaitao may disclose Confidential Information to LinkHaitao Group
Companies.
Tracking and Sales
The Tracking Code and Program Terms as interpreted by LinkHaitao
will be the sole bases for recording and determining Actions and
Commissions and for tracking. No other means of recording or
determining Actions or Commissions shall be used under this
Agreement, notwithstanding any agreement or arrangement between the
publisher and any Brand to the contrary. Sales, Clicks and Leads
will only be attributed to the publisher where the Tracking Code
records that the publisher was responsible for the most recent
referral of the visitor to the Brand URL prior to that Sale or Lead
unless expressly agreed otherwise between the parties or specified
otherwise by the Brand in the respective Program Terms, and in each
case subject to any communicated"cookie hierarchy" or "commission
hierarchy". TrackedSales, Clicks and Leads will be locked after a
certain period, subject to the applicable Program Terms.
The amount of any Commissions are as may be displayed on the
Interface. CPA Commissions in respect of locked Sales will be
determined as either: 1) a percentage of the purchase price of the
Product(s) subject of the locked Sale, as set out on the Interface;
or 2) a fixed amount, irrespective of the purchase price of the
Product(s) subject of the locked Sale, as set out on the Interface.
Bonuses may be agreed upon by the publisher and Brands at their
discretion and must be processed via the Interface. Commissions and
Bonuses shall only be due for payment: 1) on receipt by LinkHaitao
of the corresponding payment in respect of that Action from the
Brand, and 2) in respect of Actions procured in accordance with this
Agreement and any applicable Program Terms. Without prejudice to any
other rights or remedies of LinkHaitao, if LinkHaitao reasonably
suspects that any Commissions paid under this Agreement have been
generated in breach of this agreement, LinkHaitao may set off or
deduct the amount of such Commissions from any future payments due
to the publisher or from any funds held to the publisher's account
from time to time (whether under this Agreement or any other
agreement between LinkHaitao and the publisher). Such deduction
shall constitute a genuine estimation of the loss suffered by
LinkHaitao as a result of the payment of such Commission in breach
of this Agreement.
Invoice and Payment
LinkHaitao will pay the publisher: 1) Commissions in respect
of lockedSales, Leads, Clicks, or one thousand Ad Impressions; and
2) Bonuses agreed between the publisher and Brands. Payment
of Commissions and Bonuses may be subject to any Brand Terms.
Payment statements for Commissions and Bonuses can be accessed by
the publisher via the Interface. The publisher agrees to the
following: 1) the publisher agrees not to issue invoices for
any Commissions and Bonuses generated under this Agreement;
2) LinkHaitao may provide a copy of this Agreement to the
Internal Revenue Service (or equivalent local tax authority)in order
to evidence the payment arrangements between LinkHaitao and the
publisher;3) the publisher will immediately notify LinkHaitao
if it transfers any part of its business as a going concern;
4) LinkHaitao may engage third-party service providers to
administer the issuing of payments under this Agreement.
LinkHaitao will pay all due Commissions and bonuses subject to
1) the passing of the lock date set out in the Interface by
the Brand for the respective Action; 2) any minimum payment
thresholds implemented by LinkHaitao from time to time being
satisfied; 3) the correct, accurate and complete bank and tax
information of the publisher being shown on the Interface;
4) the provisions of any additional information reasonably
requested by LinkHaitao in respect of the publisher’s location or
residence; 5) the payment not being subject to any internal
audits or ‘network quality’ reviews from time to time.
All payments will be made in accordance with the payment method
selected by the publisher in the "Payment Settings" section of the
respective publisher Account on the Interface. LinkHaitao is not
obligated to take steps to verify the accuracy of the payment
information provided by the publisher, including mailing address if
the publisher chooses to be paid by check or bank account
information if the publisher chooses to be paid by ACH. Updates to
bank account information may take up to two Business Days to take
effect.
All sums payable under this Agreement shall be exclusive of any
sales taxes, use taxes, value added taxes, goods or services taxes
or comparable taxes which, if applicable, shall be added at the
appropriate rate. These taxes shall be collected and remitted
pursuant to applicable law. If payments under this Agreement are
subject to withholding tax, LinkHaitao is entitled to deduct the
appropriate amount from payments to the publisher. The parties agree
to work together on reducing any withholding tax, and, upon request,
shall provide documents required for any reduction, exemption,
reimbursement, or deduction of withholding tax.
All amounts payable shall be paid in the currency in which the
respective Commissions are received from Brands. Any costs of
currency conversion or losses caused by exchange rate fluctuations
shall be borne by the publisher.
The publisher will immediately repay any amounts paid the publisher
in error, or other than in accordance with the publisher's rights
under this Agreement.
Publisher accounts that are abandoned will be closed. If an
abandoned publisher account has a positive balance, the balance will
be paid out to the publisher upon closure. An abandoned publisher
account is defined as any account that has not been logged into, nor
had any transactions posted to it, for a period of 6 months. If one
or the other of those conditions are true, the account will remain
in an active state.
Any underpaid Commission or Bonus must be notified to LinkHaitao
immediately. Underpaid Commission or Bonuses notified by the
publisher to LinkHaitao within 12 months of the underpayment will be
rectified. The publisher hereby waives its right to recover any
underpaid commissions or Bonuses that the publisher fails to report
toLinkHaitao within 12 months of the underpayment.
LinkHaitao reserves the right to require payment of fees for certain
or all Services. You shall pay all applicable fees, as described on
the Services in connection with such Services selected by you.
LinkHaitao reserves the right to change its price list and to
institute new charges at any time, upon notice to you, which may be
posted on our websites, sent via email or postal mail. Use of the
Services by you following such notification constitutes your
acceptance of any new or increased charges. To the fullest extent
allowed by applicable law, all fees paid hereunder are
non-refundable unless otherwise permitted by this Agreement.
Relationship Between Each Other
The publishers' participation in the Network does not create any
contract between the publisher and any Brand. During the term of
this agreement the publisher will not, directly or indirectly, enter
or attempt to enter into any agreement, understanding, or another
form of arrangement (whether express or implied) with any Brand
where payments are made to the publisher with in respect of any
marketing services (including but not limited to affiliate, display,
programmatic, search, email and click-to-call marketing) other than
under this Agreement, without LinkHaitao’s prior written approval.
Links to Other Websites
Our Service may contain links to third-party websites or services
that are not owned or controlled by the Company.
The Company has no control over and assumes no responsibility for,
the content, privacy policies, or practices of any third-party
websites or services. You further acknowledge and agree that the
Company shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or
services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy
policies of any third-party websites or services that You visit.
Warranties and Indemnity
Each party warrants and undertakes to the other for the Term that:
1) it has full power and authority to enter into this
Agreement; 2) it holds all licenses and approvals necessary
for the performance of its obligations under this Agreement;
3) it will perform its obligations under this Agreement in
accordance with all applicable laws and using reasonable skill and
care; and 4) it will not make any false, misleading or
disparaging representations or statements regarding the other party.
The publisher warrants and undertakes to LinkHaitao for the Term
that: 1) neither thepublisher, nor any of its officers or
shareholders, have previously been party to an agreement terminated
byLinkHaitao or any LinkHaitao Group Company for breach;
2) no officer or shareholder of the publisher has been an
officer or shareholder of a company (or other entity) party to an
agreement terminated by LinkHaitao or any LinkHaitaoGroup Company
for breach; 3) all information about the publisher set out in
theApplication Form or on the Interface is complete, true, accurate,
not misleading and will be kept up to date (including, but not
limited to address details, payment details and tax information);
4) its marketing of any Brand or its Products will comply
with all Advertising Standards and Data Regulation; 5)the
publisher Service will be operated in accordance with all applicable
laws(including Advertising Standards and Data Regulation);
6) it shall comply with the Code of Conduct at all times;
7) it shall comply with all relevant tax laws; 8) it
shall retain ultimate control of the operation of the
publisherservice; 9) it is the owner or valid licensee of any
Intellectual PropertyRights appearing on the publisher Service, and
that no part of the publisherservice infringes the rights of any
third party; and 10) all Brand Materials will be accurately
and faithfully reproduced.
The publisher will indemnify, defend and hold harmless LinkHaitao
and any LinkHaitao Group Company (including its directors,
employees, agents or contractors), from and against any claims,
costs, damages, losses, liabilities and expenses (including legal
fees) relating to any claims, actions, suits or proceedings by third
parties against LinkHaitao any LinkHaitao GroupCompany arising out
of or related in any way to any breach by the publisher of any of
the warranties, or publisher‘s gross negligence or willful
misconduct.
Termination, Suspension, and Consequences under These Situation
This Agreement will start on the Effective Date and continue until
terminated in accordance with its terms. Without prejudice to its
other rights or remedies, a party may terminate the Agreement
immediately on written notice to the other party, if: 1) the
other party materially breaches this Agreement; 2) the other
party is deemed unable to pay its debts; steps are made to wind up,
or appoint an administrator over, the other party; a third party
becomes entitled to appoint a receiver over the assets of the other
party; the other party negotiates with all or a class of its
creditors, or proposes or enters a compromise with such creditors,
or any similar or analogous event occurs.
LinkHaitao may immediately terminate this Agreement or Suspend the
Affiliate if the Affiliate: 1) does not access the
AffiliateAccount for a period of six months or if no Commissions
have been generated for a period of six months; 2) is
reasonably suspected by LinkHaitao to have breached any: (a) of the
warranties; (b) Program Terms of a Brand; (c) part of the Code of
Conduct.
We may terminate or suspend your access immediately, without prior
notice or liability, for any reason whatsoever, including without
limitation if you breach these Terms and Conditions. Upon
termination, your right to use the Service will cease immediately.
During any period of Suspension: 1) the publisher is not
permitted to access the interface; 2) all licenses will be
Suspended and the publisher shall immediately remove any Brand
Materials from the publisher Service; 3) LinkHaitao may
deactivate any Links and remove any Brand Materials from the
publisher Service (to the extent it is able); and15.1.4 no payments
will be made to the publisher. On termination of the agreement:
1) all licenses will terminate and the publisher shall
immediately removes any Brand Materials from the publisher Service;
2)LinkHaitao may deactivate any Links and remove any Brand
Materials from the publisherservice(to the extent it is able);
3) each party will return or at the other party’s option
destroy all confidential information in its possession within five
business Days; 4) all unpaid Commissions as of the date of
termination, or accruing after the date of termination, shall be
forfeited to LinkHaitao irrevocably and the publisher hereby waives
any right or entitlement to recover such Commissions and Bonuses
from LinkHaitao. Termination of this agreement will not affect any
existing rights or remedies.
Limitation of Liability
This policy sets out the entire liability of LinkHaitao and its
Group Companies under or in connection with the Agreement. Each
party shall be liable for any breaches of Data Regulation for which
they are responsible and accordingly there shall be no joint
liability between the parties in respect of such breaches.
LinkHaitao will not be liable for any losses of the publisher if
LinkHaitao's compliance with the agreement is prevented by the acts
or commissions of the publisher.
LinkHaitao will not be liable to the publisher for loss of profit,
business, goodwill, anticipated savings, goods, contract, use or
data; losses arising from the acts or omissions of a Brand; or for
any special, indirect, consequential or pure economic loss, costs,
damages, charges or expenses.
LinkHaitao in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise arising
in connection with the Agreement will be limited to the amount of
Network Fee actually received by LinkHaitao from Brands in respect
of commissions paid to the publisher in the 12 month period
preceding the date on which the claim arose. Except as expressly
stated otherwise in this Agreement, all warranties, conditions, and
other terms implied by statute or common law are excluded to the
fullest extent permitted by law. The Network, the Interface, the
Tracking Code, their use and the results of such use are provided
"as is" to the fullest extent permitted by law. LinkHaitao disclaims
all express or implied warranties, including warranties of
satisfactory quality and fitness for a particular purpose, which may
be implied in respect of the Network, interface, the Tracking Code,
their use and the results of such use. The performance of the
Network, the Tracking Code and the Interface relies on third parties
beyond LinkHaitao ‘s control, and in particular, the maintenance by
Brands of the proper integration of the Tracking Code into Brand
URLs. LinkHaitao specifically disclaims any warranty: 1) that
the use or operation of the network, the Interface or the Tracking
Code will be uninterrupted and or error-free; 2) that the
Tracking Code will be properly integrated into the brand URLs;
3) that the Tracking Code accurately records Actions at all
times;4) in respect of the Brand Materials, including any
warranty that the BrandMaterials comply with Advertising Standards;
5) that defects will be corrected;6) that the Network,
the Interface or the Tracking Code are free of viruses or malicious
code; 7) that any security methods employed will be
sufficient; 8) in respect of any Brand or its technology and
any third party or its technology; and 9) regarding
correctness, accuracy, or reliability.
LinkHaitao shall only be held liable in cases of intent or gross
negligence of one of its legal representatives, executives or other
vicarious agents, in the event of any culpable breach of a material
contractual obligation and limited to the amount of the typically
foreseeable loss.
Nothing in this Agreement limits or excludes the liability of
LinkHaitao in the event of culpable injury to life, limb or health,
fraud, fraudulent misrepresentation or fraudulent misstatement as
well as in cases of mandatory statutory liability.
Others
When you use our Services or send emails to us, you are
communicating with us electronically. You agree that we may
communicate with you electronically. Such electronic communications
may consist of e-mail, notices posted on our Services, "push" mobile
notifications, and other communications. You agree that all
agreements, notices, disclosures, and other communications we send
to you electronically will satisfy any requirement that such
communication be in writing and, to the extent intended, such
communication will be an enforceable and binding term or amendment
to this Agreement.
You agree to indemnify and hold LinkHaitao, its parents,
subsidiaries, affiliates, officers and employees, harmless from any
claim or demand (including, without limitation, from all damages,
liabilities, settlements, costs and attorneys' fees) made by any
third party due to or arising out of your access to the Services,
use of the Services, the violation of this Agreement by you, or the
infringement by you, or any third party using your account, of any
intellectual property or other rights of any person or entity.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall
govern this Terms and Your use of the Service. Your use of the
Application may also be subject to other local, state, national, or
international laws.
Disputes Resolution
If You have any concerns or disputes about the Service, you agree
first to try to resolve the dispute informally by contacting the
Company.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country
that is subject to the United States government embargo, or that has
been designated by the United States government as a "terrorist
supporting" country, and (ii) You are not listed on any United
States government list of prohibited or restricted parties.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace
these Terms at any time.
By continuing to access or use Our Service after those revisions
become effective, you agree to be bound by the revised terms. If you
do not agree to the new terms, in whole or in part, please stop
using the website and the Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings
defined under the following conditions. The following definitions
shall have the same meaning regardless of whether they appear in
singular or in the plural.
General Definitions
For the purposes of these Terms and Conditions: publisher means an
entity that controls, is controlled by or is under common control
with a party, where "control" means ownership of 50% or more of the
shares, equity interest or other securities entitled to vote for the
election of directors or other managing authority.
GDPR Privacy
Rights Applicable to EU Users
We will rely on your consent to use (i) technical information such as cookie data and geolocation data; and (ii) your Personal Information for marketing purposes. You may withdraw your consent at any time by contacting us using the information at the end of this Privacy Policy or by following an unsubscribe link in any marketing communication you receive from us. If you are subject to EU law, you may ask us to: See what Personal Information we hold about you; Erase your Personal Information; Port your Personal Information; Restrict our use of your Personal Information. If you are not subject to EU law, these rights do not apply to you.
Company (referred to as either "the Company", "We", "Us" or "Our" in
this Agreement) refers to SHANGHAI CHENGZHAO NETWORK Technology CO.,
LTD.
Device means any device that can access the Service such as a
computer, a cellphone or a digital tablet. Service refers to the
Website.
Fee means the Setup Fee, the Monthly Fee, and the Network Fee as set
out in the Interface.
Terms and Conditions (also referred to as "Terms") mean these Terms
and Conditions that form the entire agreement between You and the
Company regarding the use of the Service.
Third-party Social Media Service means any services or content
(including data, information, products or services) provided by a
third party that may be displayed, included or made available by the
Service.
Website refers to LinkHaitao, accessible from
https://www.linkhaitao.com
You means the individual accessing or using the Service, or the
company, or other legal entity on behalf of which such individual is
accessing or using the Service, as applicable.
Contact Us
If you have any questions about these Terms and Conditions, you can
contact us:
By email:
support@linkhaitao.com
Last updated: Jan 1, 2023
Please read these terms and conditions carefully before using Our
Service.
These Terms and Conditions of Use (T&Cs)apply when you visit the
website at
https://www.linkhaitao.com/
operated by SHANGHAI CHENGZHAO NETWORK Technology CO., LTD
("LinkHaitao","us", "we") .
Your access to and use of the Website, is subject to these T&Cs. If
you disagree with any part of these T&Cs, you must cease usage of
the website, or any services, immediately. By accessing or using the
Website you acknowledge and agree to be bound by these T&Cs. If you
are under 18 years of age, then you must obtain your parent or
guardian's consent before accessing and using the Website.
"AS IS" and "AS AVAILABLE" Disclaimer
The information contained on the Website is provided in good faith
on an "as is" basis. LinkHaitao does not represent or warrant the
reliability, accuracy or completeness of the information contained
on the Website. To the extent permitted by law, LinkHaitao is not
responsible or liable for any Liabilities arising in any way for
errors in, or omissions from, the information on the Website.
Acknowledgment
These are the Terms of Use governing the use of this service and the
agreement that operates between brands, publishers, and LinkHaitao.
These Terms and Conditions set out the rights and obligations of all
users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your
acceptance of and compliance with these Terms and Conditions. These
Terms and Conditions apply to all visitors, users and others who
access or use the Service.
By accessing or using the Service, you agree to be bound by these
Terms and Conditions. If you disagree with any part of these Terms
and Conditions, then you may not access the Service.
You represent that you are over the age of 18. The Company does not
permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on your
acceptance of and compliance with the Privacy Policy of the Company.
Our Privacy Policy describes Our policies and procedures on the
collection, use and disclosure of Your personal information when You
use the Application or the Website and tells You about Your privacy
rights and how the law protects You. Please read Our Privacy Policy
carefully before using Our Service.
RegistrationData and Account Security
In consideration of your use of the Site, you agree to (a) provide
accurate, current and complete information about you as may be
prompted by any registration forms on the Site (“Registration
Data”); (b) maintain the security of your password and
identification; (c) maintain and promptly update the Registration
Data, and any other information you provide to LinkHaitao, to keep
it accurate, current and complete; and (d) be fully responsible for
all use of your account and for any actions that take place using
your account.
Provision and Use
Subject to the Brand compliance of SET-UP policy, the Company will
provide to the Brands:the Services; access to the Interface; and
updates to the Tracking Code it makes generally available.During the
Term, the Brand will:
-
promptly select and approve Brand to act as Participating Brand.
-
maintain the proper integration of the Tracking Code into the
Brand URLs, including any updates, in accordance with the
Company's Tracking Policy.
-
use all reasonable efforts to inform the Company, in advance where
possible, of any circumstances likely to prevent the Tracking Code
accurately recording Actions.
-
provide the Company any information, assistance or access
reasonably requested to enable the supply of the Services.
-
ensure any information it provides to the Company is accurate and
up to date.
-
notify the Company of any actual (and to the extent possible,
anticipated) downtime of any of the Brand URLs.
- provide the Company the Brand materials.
-
ensure any Brand Materials shall be legally compliant in every
respect associated with the advertisement, age group, and
industry, including but not limited to being truthful,
non-deceptive, and substantiated. If the Brand provides marketing
guidelines to the Company, the Company may approve on behalf of
the Brand advertising content prepared by a Participating
publisher in accordance with those guidelines, provided that the
Company shall assume no liability for material reasonably approved
in compliance with those guidelines.promptly select and approve
Brand to act as Participating Brand.
Managing Account and Uploading Content
You understand that except for as expressly provided in your service
agreement with us, the Service and Site may not be used by you for
commercial purposes. You represent, warrant, and agree that no
materials of any kind submitted through your account or otherwise
posted, transmitted, or shared by you on or through the Service will
violate or infringe upon the rights of any third party, including
copyright, trademark, privacy, publicity or other personal or
proprietary rights; or contain libelous, defamatoryor otherwise
unlawful material.
In addition, you agree not to use the Service or Site to:
-
harvest or collect email addresses or other contact information of
other users from the Service or Site by electronic or other means
for the purposes of sending unsolicited emails or other
unsolicited communications.
-
use the Service or Site in any unlawful manner or in any other
manner that could damage, disable, overburdenor impair the Site.
-
use automated scripts to collect information from or otherwise
interact with the Service or Site.
-
upload, post, transmit, share, store or otherwise make available
any content that we deem to be harmful, threatening, unlawful,
defamatory, infringing, abusive, inflammatory, harassing, vulgar,
obscene, fraudulent, invasive of privacy or publicity rights,
hateful, or racially, ethnically, or otherwise objectionable.
-
upload, post, transmit, share, store or otherwise make available
any videos other than those they are to be used expressly pursuant
to and compliant with your service agreement with us.
-
register for a user account on behalf of an individual other
thanyourself, orregister any group or entity unless you are
expressly authorized to do so.
-
impersonate any person or entity, or falsely state or otherwise
misrepresent yourself, your age or your affiliation with any
person or entity.
-
upload, post, transmit, share or otherwise make available any
unsolicited or unauthorized advertising, solicitations,
promotional materials, “junk mail,” “spam,” “chain letters,”
“pyramid schemes,” or any other illegal or unethical form of
solicitation.
-
solicit personal information from anyone under 18 or solicit
passwords or personally identifying information for commercial or
unlawful purposes.
-
upload, post, transmit, share or otherwise make available any
material that contains software viruses or any other computer
code, files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware or
telecommunications equipment.
- intimidate or harass another.
-
upload, post, transmit, share, store or otherwise make available
content that would constitute, encourage or provide instructions
for a criminal offense, violate the rights of any party, or that
would otherwise create liability or violate any local, state,
national or international law.
-
use or attempt to use another’s account, service or system without
authorization from LinkHaitao, or create a false identity on the
Service or Site. Upload, post, transmit, share, store or otherwise
make available content that, in the sole judgment of LinkHaitao,
is objectionable or which restricts or inhibits any other person
from using or enjoying the Site, or which may expose LinkHaitao or
its users to any harm or liability of any type.
Without limiting any of the foregoing, you also agree to abide by
our LinkHaitao Code of Conduct that provides further information
regarding the authorized conduct of users on the Site.
You are solely responsible for the profiles, messages, notes, text,
information, advertisements, listings, and other content that you
upload, publish or display (hereinafter, “post”) on or through the
services or the Site, or transmit to or share with other Members
(collectively the “Member Content”). You may not post, transmit, or
share Member Content on the Site or Service that you did not create
or that you do not have permission to post. You understand and agree
that LinkHaitao may, but is not obligated to, review the Site and
may delete or remove (without notice) any Site Content or Member
Content in its sole discretion, for any reason or no reason,
including Member Content that in the sole judgment of LinkHaitao
violates this Agreement or any other agreement that governs your use
of the Service or Site, or which might be offensive, illegal, or
that might violate the rights, harm, or threaten the safety of users
or others. You are solely responsible at your sole cost and expense
for creating backup copies and replacing any Member Content you post
or store on the Site or provide to the LinkHaitao.
Services to be provided under Campaigns will be provided by the
Company for the period, budget and other terms set out in writing,
agreed by the Brand and Company from time to time. The Brand will
provide the Company any Brand Materials relevant to the Program or
Campaign as applicable.
The Company will: suggest appropriate Participating publishers; and
on the Brand’s request: (a) prevent any publisher from acting as a
Participating publisher; and (b) use reasonable efforts to procure
Participating publisher remove Brand Materials or Links from
publisher Websites.
The Brand will:
-
Permit publishers to market the Brands and its Products and inform
Participating publishers of any: (a) information relevant to the
promotion of the Brands or any Products; (b) Advertising Standards
applicable to the promotion of the Products or the Brands; (c)
Brands Materials which are directed to children; (d) terms and
conditions, or other requirements, applied by the Brands to the
promotion of the Brands or any Products from time to time.
-
Alert the Company in writing to any Brand Materials directed to
children or related to a child-directed or mixed-use application
or website as described in COPPA.
-
Inform the Company of any complaints made to the Brand in respect
of any Participating publisher.
-
Comply with any terms and conditions, or other requirements,
applied by a Participating publisher to its promotion of the Brand
or any Products from time to time.
Any terms and conditions, or other requirements, applied by the
Brand to the promotion of the Brand or any Products shall be subject
to the terms of this Agreement.
The Brand may not reject publishers which are permitted to promote
the Brand on other publisher marketing networks in the Country, or
as part of an in-house or personal publisher marketing campaign or
program.
The Brand may delegate the day-to-day operation of Campaigns and
Programs to a third party on written notice to the Company, provided
that the Brand shall remain primarily liable for the acts or
omissions of that third party.
Sales, Tracking, and Claimed Cases
Whenever services are available for purchase from LinkHaitao, the
services shall include specific terms, conditions, and policies
applicable to your purchase of services from LinkHaitao(“Terms of
Sale”). By ordering services from LinkHaitao through the Site, you
agree to be bound by and accept the applicable Terms of Sale. The
Terms of Sale are subject to change without prior notice at any
time, in LinkHaitao sole discretion so you should review the Terms
of Sale each time you make a purchase.
You are solely responsible for your interactions with other Members.
We reserve the right, but have no obligation, to monitor disputes
between you and other Members.
The Tracking Code and Tracking Policy will be the sole basis for
recording and determining Actions and Commissions.
Each Transaction and Lead will be deemed to have been approved by
the Brand at the end of the respective pending sales period
(“Pending Sales Period”), unless declined in accordance with The
Pending Sales Period Policy below.
The Pending Sales Period is by default set to zero and may be
adjusted by the Brand on prior written notice to the Company. Where
applicable, the Brand shall use all reasonable efforts to review
Transactions and Leads within the Pending Sales Period. Within the
Pending Sales Period, the Brand may only decline:
1.a percentage of the purchase price of the Product(s) subject of
the Approved Transaction, as set out on the Interface.
2.or a fixed amount, irrespective of the purchase price of the
Product(s) subject of the standard terms of LinkHaitao Approved
Transaction, as set out on the Interface.
The Brand agrees and acknowledges that it has no right whatsoever to
recover from the Company or any Participating publisher any Fees or
Commissions paid to the Company in respect of Approved Transactions
or Approved Leads (including those deemed approved, or any Clicks or
Ad Impressions. The Brand hereby waives and releases the Company and
any Participating publisher from any claims the Brand may have for
recovery of paid Fees or Commissions.
The amount of any Commissions are as displayed on the Interface. CPA
Commissions in respect of Approved Transactions will be determined
as either:
Transactions which the Brand can evidence to the Company’s
reasonable satisfaction were cancelled in accordance with applicable
statutory consumer rights of cancellation or terms of business.
Transactions and leads which the Brand can evidence to the Company’s
reasonable satisfaction were: (a) generated in breach of any terms
and conditions, or other requirements, applied by the Brand to the
promotion of the Brand or any Products; or (b) the result of a fraud
committed by a Participating publisher.
The Brand may commit to pay additional Commissions, on terms set out
on the Interface. The Brand may commit to pay Bonuses, at terms set
out on the Interface. The Company will remit the applicable payment
to the respective Participating publisher to whom the Approved
Transaction, Approved Lead, Click or Ad Impression is attributed, or
to whom the Bonus is due. This payment may be subject to the prior
payment of Commission from the Brands . The Brand may vary the
Commission on a go-forward basis by using the Interface or by
written request to the Company personnel. Commissions and Bonuses
applicable to past Actions or other historic marketing activity may
not be varied. The Brand will be bound to pay the Commission as
varied, regardless of whether such variations were made by the Brand
or on its behalf, for any all Actions made after the time of
variation. Any variations to the Commission are made by operation of
this Agreement and do not constitute any amendment to this Agreement
or the entry of any additional agreement.
The Commission may not be less than the equivalent commission
offered by the Brand on other publisher marketing networks in the
Country, or in-house or personal publisher marketing programs. Any
measures to prevent or reduce the amount of any Commission, Network
Fee or Bonus incurred or payable in respect of an Action, which are
implemented on the basis that the Visitor subject of the Action also
visited the Brand URL through non-Network sales channels or sources
of web traffic, are referred to as “Deduplication”. The basis for
Deduplication shall be provided to the Company in reasonable time in
advance of their implementation.
Brands may change the amount of Commission offered on notice to
publishers. Deduplication is subject to any conflicting provisions
in this Agreement and the Tracking Policy. Deduplication may not be
implemented on the basis that, within the Tracking Period, the
Visitor subject of the Action also visited the Brand URL: 1)by
typing the Brand URL into a web browser; 2) by following links
appearing in (a) organic search results; (b) paid-for results of
searches on the Brand’s brand names; (c) organic social media; (d)
price comparison websites; 3) as a result of internal email
marketing or newsletters; 4) as a result of the retargeting of that
Visitor: (a) by email; (b) by telephone; (c) by interstitial or
pop-up; or (d) while at the Brand URL, as a result that Visitor’s
behavior.
LinkHaitao is not liable for any conflict between brands and
publishers, including deduplication and bonus payment.
For Claimed Cases, the Brand shall use all reasonable efforts to
approve Claimed Actions within the Pending Sales Period for Claimed
Actions.
The Brand must approve Claimed Actions in good faith and: 1) having
regard to any information provided by a Participating publisher to
demonstrate the Claimed Actions ought to have been approved by the
Brand under Tracking Policy; and 2) in a manner consistent with its
historic approach to the approval or decline of Transactions, Leads
or Claimed Actions of that type, unless reasonable advance notice is
given to Participating publishers.
The Brand may only decline: 1) Claimed Transactions which the Brand
can evidence to the Company’s reasonable satisfaction were cancelled
in accordance with applicable statutory consumer rights of
cancellation or terms of business; or 2) Claimed Actions which the
Brand can evidence to the Company’s reasonable satisfaction were:
(a) generated in breach of any terms and conditions, or other
requirements, applied by the Brand to the promotion of the Brand or
any Products; or (b) the result of a fraud committed by a
Participating publisher.
Claimed Actions will be deemed to have been approved by the Brand at
the end of the respective Validation Period for Claimed Actions,
unless declined in accordance with this clause.
Intellectual Property, Confidentiality, and Data Protection
The Brand hereby grants to the Company anon-exclusive, transferable,
royalty-free, worldwide license to publish the BrandMaterials on the
Interface and to use the Brand Materials to: 1) operate the Network;
2) enable Participating publishers to market the Brand and its
Products; 3) market its business, with the Brand’s prior consent; 4)
otherwise carry on its website traffic, consumer behavior tracking
and transaction reporting business from time to time.
The Company may grant sub licenses of the license to Participating
publishers to the extent necessary to enable Participating
publishers to market the Brand and its Products on the Network. A
sublicense granted to a publisher Network under this policy shall be
further sub-licensable by the Participating publisher to
Sub-publishers on terms equivalent to this policy. A sublicense
granted by a publisherNetwork under this policy shall not be capable
of further sublicense by the Sub-publisher without the Brand’s prior
written consent.
The Company hereby grants to the Brand a non-exclusive, non-sub
licensable, non-transferable, royalty free worldwide license to:1)
use the Tracking Code on theBrandURLs; and 2) use the Interface; to
the extent necessary for the Brand to participate in the Network and
perform its obligations under this Agreement.
The Brand will not, and will not attempt to change, reverse engineer
or create derivative works of the Interface or the Tracking Code.
Each party reserves all of its right, title and interest to any of
its Intellectual Property Rights licensed under this policy, or
which it creates under this Agreement.
The Brand will indemnify, defend and hold harmless the Company and
any of its Group Companies (including their directors, employees,
agents or contractors), from and against any claims, costs, damages,
losses, liabilities and expenses (including legal fees) relating to
any claims, actions, suits or proceedings by third parties against
the Company arising out of or related in any way to the Company’s,
or any Participating publisher’s , use of the Brand Materials in
accordance with this Agreement.
For Confidentiality, each party will only use Confidential
Information to enjoy its rights or comply with its obligations under
this Agreement. Save as set out in this Agreement, neither party
will disclose any Confidential Information. Confidential Information
shall be kept confidential .The obligations of confidentiality in
this Agreement will not apply to Confidential Information to the
extent it: 1) is in the public domain (other than as a result of a
breach of this Agreement; 2) can be demonstrated as having been
independently developed by the receiving party; 3) is published on
the Interface in the receipt or provision of the Services in
accordance with this Agreement; 4) is required to be disclosed by
law or a court order. The Company may disclose Confidential
Information to Group Companies.
For Data Protection, the Company and the Brand will comply with all
respective legal obligations under Data Regulation. Each party will
provide the other party any co-operation reasonably requested to
enable the other party’s compliance with this policy. The Company
and the Brand will each comply with any data processing agreement or
arrangement entered by them in connection with Personal Data
published under this Agreement. The Brand shall not use any reports
generated by use of the Interface to create Visitor profiles, as
defined under GDPR where applicable. The Brand will not do or omit
to do any act which may cause the Company to be in breach of any of
its obligations under the Data Regulations. The Brand will, on
behalf of the Company to comply withePrivacy, obtain the prior,
freely-given , specific, informed, unambiguous and revocable consent
of Visitors and other users of Brand URLs to cookies or other
tracking technologies of the Company served under this Agreement.
Invoice and Payment
The amount of the Network Fee is as set out in the Interface.
Network Fees are payable in addition to Commissions or Bonuses on
which they are based.
The Brand will pay the Company, without deduction or set-off:
1. the Set-Up Fee and the Monthly Minimum Maintenance Fee.
2. the Network Fees and Commissions in respect of each Approved
Transaction, Approved Lead, Clicks or one thousand Ad
Impressions.
3. the Bonuses due.
4. the Reintegration Fee in respect of each.
During any period of Brand Downtime, the Network Fees, Bonuses and
Commission will be determined by the Company, having regard to the
average value of Fees and Commission payable by the Brand
(including, where applicable the average value of Fees and
Commission payable by the Brand during equivalent periods in
previous years).
For Pre-paymentAmount, on the Effective Date the Company will
request payment from the Brand of the Pre-payment Amount and the
Set-Up Fee in advance, which shall be paid by the Brand immediately
(unless agreed otherwise). TheBrand will pay the Set-Up Fee and the
initial Pre-payment Amount upon registration to the Network using
the methods specified on the Interface.
The Brand will be required to replenish the Prepayment Amount
periodically when the remaining amount is not enough to pay. In
settlement of the Minimum Maintenance Fee, the Company will deduct
the Minimum Maintenance Fee from the Pre-payment Amount on a monthly
basis, as well as the Network Fee generated by the Brand in the
previous calendar month.
In settlement of the Network Fees and Commissions, the Company will
deduct from the Pre-payment Amount the Network Fees and Commissions
in respect of: 1) Transactions and Leads, on their approval (or
deemed approval) in accordance with clause 5; and 2) Clicks or one
thousand Ad Impressions, immediately. On the agreement of the Bonus,
the Company will deduct the Bonus from the Pre-payment Amount in
settlement of the Bonus; 3)No interest is payable in respect of the
Pre-payment Amount held by the Company; The Pre-payment Amount may
be varied by written agreement.
Without prejudice to the Company’s other rights or remedies, if
theBrand fails to make any payment when due under this Agreement or
any Additional Country Agreement:
1. any discounts applied will be lost and all Fees will revert to
the standard rates.
2. the Company may charge, from the due date for payment until
payment is made (whether before or after any judgment), and
Brandshall pay immediately on demand: (i) interest on such sums from
the due date for payment at the rate of 1.5% per month or that
allowed by law, whichever is higher, accruing on a daily basis and
being compounded quarterly until payment is made, and; and (ii) the
costs of recovering such unpaid amounts.
3. and/or the Company may suspend all Services and licenses, or
terminate this Agreement, with immediate effect, until payment is
made in full.
All sums payable under this Agreement are exclusive of local, state,
federal and international sales, value-added, withholding, and other
taxes, and duties of any kind that are or may become applicable as a
result of the provision of the services by Company ("Taxes"). Brand
shall be responsible for payment of all such Taxes, excluding any
taxes or duties on Company's net income, assets, or employees. Any
Taxes will be charged to the Brand and remitted by the Company to
the appropriate taxing authority. Without limiting the foregoing,
Brand shall be responsible for all applicable sales taxes unless it
first claims a sales tax exemption by providing Company with an
exemption certification acceptable to the appropriate authorities.
All Taxes collected from Brand by Company and remitted to the
appropriate authorities are nonrefundable by Company. Brand will
need to claim any applicable tax refunds directly through the
appropriate authorities. If payments under this Agreement are
subject to withholding tax, the Brand is entitled to deduct the
appropriate amount from payments to the Company, provided that Brand
keeps written records of all such deductions as well as associated
payments and such records are immediately accessible to Company. The
parties agree to work together on reducing or avoiding any
withholding tax, and, upon request, shall provide documents required
for any reduction, exemption, reimbursement or deduction of
withholding tax. All amounts payable shall be paid in the currency
in which they are invoiced. Any costs of currency conversion or
losses caused by exchange rate fluctuations shall be borne by the
Brand.
Guarantees
Each party warrants and undertakes to the other for the Term that:
1) it has full power and authority to enter into this Agreement; 2)
it holds all licenses and approvals necessary for the performance of
its obligations under this Agreement; 3) it will perform its
obligations under this Agreement in accordance with all applicable
laws and using reasonable skill and care; and 4) it will not make
any false, misleading or disparaging representations or statements
regarding the other party.
The publisher warrants and undertakes to LinkHaitao for the Term
that: 1) neither the publisher, nor any of its officers or
shareholders, have previously been party to an agreement terminated
by LinkHaitao ; 2) no officer or shareholder of the publisher has
been an officer or shareholder of a company (or other entity) party
to an agreement terminated by LinkHaitao; 3) all information about
the publisher set out in the Application Form or on the Interface is
complete, true, accurate, not misleading and will be kept up to date
(including, but not limited to address details, payment details and
tax information); 4) its marketing of any Brand or its Products will
comply with all Advertising Standards and Data Regulation; 5) the
publisher Service will be operated in accordance with all applicable
laws (including Advertising Standards and Data Regulation); 6) it
shall comply with the Code of Conduct at all times; 7) it shall
comply with all relevant tax laws; 8) it shall retain ultimate
control of the operation of the publisher Service; 9) it is the
owner or valid licensee of any Intellectual Property Rights
appearing on the publisher Service, and that no part of the
publisher Service infringes the rights of any third party; and 10)
all limited Materials will be accurately and faithfully reproduced.
The publisher will indemnify, defend and hold harmless
LinkHaitao(including its directors, employees, agents or
contractors), from and against any claims, costs, damages, losses,
liabilities and expenses (including legal fees) relating to any
claims, actions, suits or proceedings by third parties against
LinkHaitao arising out of or related in any way to any breach by the
publisher of any of the warranties at this section of policy, or
publisher’s gross negligence or willful misconduct.
The limited warrants and undertakes to the Company for the Term
that: 1) all limited Materials comply with all Advertising
Standards; and 2) all variations to Commissions will be made by
authorized personnel.
Relationship Between Each Other The Merchant will not, directly or
indirectly, enter or attempt to enter into any agreement,
understanding or other form of arrangement (whether express or
implied) with any current or former Participating publishers: 1)
where payments are made to current or former Participating
publishers in respect of any marketing services (including
publisher, display, programmatic, search, email and click-to-call
marketing) other than under this Agreement; or 2) which prevents or
disincentivizes current or former Participating publishers from
promoting other brands.
The Merchant will pay the Company on demand by way of liquidated
damages an amount equal to 30%of all Commissions, Fees or any other
amounts paid or due to be paid, directly or indirectly, to current
or former Participating publishers in breach of the restrictions in
this policy. The parties acknowledge that the liquidated damages
represent a genuine pre-estimation of the loss that would be
suffered by the Company as a result of any breach of the
restrictions in the policy and that such liquidated publishers are
not a penalty. This policy applies to current and former
Participating publishers, irrespective of any existing relationships
between the Brands and such publishers.
Links to Other Websites
Our Service may contain links to third-party web sites or services
that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for,
the content, privacy policies, or practices of any third party
websites or services. You further acknowledge and agree that the
Company shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or
services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy
policies of any third-party web sites or services that You visit.
Warranties and Indemnity
Each party warrants and undertakes to the other for the Term that:
1) it has full power and authority to enter into this Agreement; 2)
it holds all licenses and approvals necessary for the performance of
its obligations under this Agreement; 3) it will perform its
obligations under this Agreement in accordance with all applicable
laws and using reasonable skill and care; and 4) it will not make
any false, misleading or disparaging representations or statements
regarding the other party.
The Brand warrants and undertakes to the Company for the Term that:
1) all Brand Materials comply with all Advertising Standards; and 2)
all variations to Commissions under the policy will be made by
authorized personnel.
Termination, Suspension, and Consequences under These Situation
This Agreement will start on the Effective Date and continue for the
Initial Term. After the Initial Term, this Agreement will
automatically renew for successive Renewal Terms.
The Company may terminate this Agreement immediately on written
notice to the Brand if the Brand fails: 1) to comply with its
obligations of this Agreement or the equivalent clauses of any
Additional Country Agreement; 2) to provide assistance reasonably
requested by the Company; or 3) through no fault of the Company, to
commence bona fide participation in the Network within 90 days of
the Effective Date.
The Company may suspend this Agreement for the period of the Brand’s
non-compliance with specific clauses of this Agreement or the
equivalent clauses of any Additional Country Agreement.
Either party may terminate this Agreement on at least three months’
written notice to the other party, such notice to take effect at the
end of the Initial Term or any the Renewal Term then in effect. The
notice period shall be extended to the minimum extent necessary to
enable the completion of any ongoing Campaigns.
Without prejudice to its other rights or remedies, a party may
terminate the Agreement immediately on written notice to the other
party, if: 1) the other party materially breaches this Agreement and
(if remediable) fails to remedy that breach within 14 days of a
written request to do so; 2)the other party materially breaches any
data processing agreement or arrangement entered into in connection
with Personal Data published under this Agreement. 3) the other
party is deemed unable to pay its debts; steps are made to wind up,
or appoint an administrator over, the other party; a third party
becomes entitled to appoint a receiver over the assets of the other
party; the other party negotiates with all or a class of its
creditors, or proposes or enters a compromise with such creditors;
or any similar or analogous event occurs.
Without prejudice to its other rights or remedies, the Company may
terminate the Agreement immediately to the Brand if an Brand Group
Company materially breaches an Additional Country Agreement and (if
remediable) fails to remedy that breach within 14 days of a written
request to do so.
Termination of this Agreement will not affect any existing rights or
remedies. On termination of the Agreement:1) all licenses will
terminate; 2) where the remaining Pre-payment Amount is sufficient
to cover all outstanding payments owed by Brand, the Company will
settle all outstanding payments by deducting from the Prepayment
Amount and return the remainder of the Pre-payment Amount to the
Brand; 3) each party will return or at the other party’s option
destroy all Confidential Information in its possession within five
Business Days; and 4) theBrand will immediately pay all outstanding
Fees and Commissions due to the Company.
Where any payment is made to the Brand pursuant to and that payment
is returned to the Company and remains unclaimed or uncashed (e.g.
in the case of payment by check) after a period of 365 days, the
Brand will irrevocably forfeit its right to the payment in question.
Limitation of Liability
This policy sets out the entire liability of the Company and its
Group Companies under or in connection with the Agreement.
Neither the Company nor any of its Group Companies will be liable
for any losses of the Brand if the Company’s compliance with the
Agreement is prevented by the acts or omissions of the Brand.
Neither the Company nor any of its Group Companies will be liable to
the Brand for: losses of profits, business, goodwill, anticipated
savings, goods, contract, use or data; losses arising from the acts
or omissions of a publisher ; or for any special, indirect,
consequential or pure economic loss, costs, damages, charges or
expenses.
The total liability of the Company and its Group Companies in
contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise arising in connection
with the Agreement will be limited to the amount of Network Fee
actually received by the Company from the Brandin the 12 month
period preceding the date on which the claim arose.
Except as expressly stated otherwise in this Agreement, all
warranties, conditions and other terms implied by statute or common
law are excluded to the fullest extent permitted by law.
The Network, the Interface, the Tracking Code, the Services, their
use and the results of such use are provided "as is" to the fullest
extent permitted by law. The Company disclaims all express or
implied warranties, including warranties of satisfactory quality and
fitness for a particular purpose, which may be implied in respect of
the Network, the Interface, the Tracking Code, the Services, their
use and the results of such use. The performance of the Network and
the Interface relies on third parties beyond the Company’s control.
The Company specifically disclaims any warranty: 1) that the use or
operation of the Network, the Interface or the Tracking Code will be
uninterrupted or error-free; 2) that defects will be corrected; 3)
that the Network, the Interface or the Tracking Code are free of
viruses or malicious code; 4) that any security methods employed
will be sufficient; 5) in respect of any publisher or its
technology; and 6) regarding correctness, accuracy, or reliability.
Nothing in this Agreement limits or excludes the liability of the
Company or any of its Group Companies for death, personal injury,
fraud, fraudulent misrepresentation or fraudulent misstatement.
Others
When you use our Services, or send emails to us, you are
communicating with us electronically. You agree that we may
communicate with you electronically. Such electronic communications
may consist of e-mail, notices posted on our Services, "push" mobile
notification, and other communications. You agree that all
agreements, notices, disclosures, and other communications we send
to you electronically will satisfy any requirement that such
communication be in writing and, to the extent intended, such
communication will be an enforceable and binding term or amendment
to this Agreement.
You agree to indemnify and hold LinkHaitao, its parents,
subsidiaries, publishers, officers and employees, harmless from any
claim or demand (including, without limitation, from all damages,
liabilities, settlements, costs and attorneys' fees) made by any
third party due to or arising out of your access to the Services,
use of the Services, the violation of this Agreement by you, or the
infringement by you, or any third party using your account, of any
intellectual property or other right of any person or entity.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall
govern this Terms and Your use of the Service. Your use of the
Application may also be subject to other local, state, national, or
international laws.
Disputes Resolution
If You have any concern or dispute about the Service, you agree to
first try to resolve the dispute informally by contacting the
Company.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country
that is subject to the United States government embargo, or that has
been designated by the United States government as a "terrorist
supporting" country, and (ii) You are not listed on any United
States government list of prohibited or restricted parties.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace
these Terms at any time.By continuing to access or use Our Service
after those revisions become effective, you agree to be bound by the
revised terms. If you do not agree to the new terms, in whole or in
part, please stop using the website and the Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings
defined under the following conditions. The following definitions
shall have the same meaning regardless of whether they appear in
singular or in plural.
GeneralDefinitions
For the purposes of these Terms and Conditions:
publisher means an entity that controls, is controlled by or is
under common control with a party, where "control" means ownership
of 50% or more of the shares, equity interest or other securities
entitled to vote for election of directors or other managing
authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in
this Agreement) refers to HANGHAI CHENGZHAO NETWORK Technology CO.,
LTD.
Device means any device that can access the Service such as a
computer, a cellphone,or a digital tablet.
Service refers to the Website.
Fee means the Setup Fee, the Monthly Fee, the Network Fee as set out
in the Interface , and if applicable, the Reintegration Fee
Terms and Conditions (also referred as "Terms") mean these Terms and
Conditions that form the entire agreement between You and the
Company regarding the use of the Service.
Third-party Social Media Service means any services or content
(including data, information, products or services) provided by a
third-party that may be displayed, included or made available by the
Service.
Website refers to LinkHaitao , accessible from
https://www.linkhaitao.com
You means the individual accessing or using the Service, or the
company, or other legal entity on behalf of which such individual is
accessing or using the Service, as applicable.
By email:
support@linkhaitao.com
Contact Us
If you have any questions about these Terms and Conditions, you can
contact us:
By mail:
support@linkhaitao.com