Terms and Conditions of Affiliate Program

Effective Date: June 26th,2023

 

These Terms and Conditions of Affiliate Program (the “Agreement”) is entered into by and between Seeed Development Limited(“Company” or “Seeed”), and any Affiliates that any person or entity whose register an account and join the program on Seeed’s Official Website(“Affiliate” or “you”).

Please read these terms and conditions carefully. Affiliates’ registering and participating in this program indicates Affiliates’ acceptance of these terms and condition. Affiliates shall not claim the invalidity of this Agreement or request the withdrawal of this Agreement on the grounds that you have not read the contents of this Agreement. If Affiliates do not agree to any provision of this Agreement, please stop registering or joining this program on the website. Seeed reserves the right to make changes to this Agreement from time to time.

 

1.Affiliate Program
The Affiliate program means that for the purpose of promoting Company’s products and/or services, any Affiliates agreed by Company will, in Company’s discretion, post images, videos, and text about the products and services on certain social media platforms, and Company will provide a unique referral link(the “Link”) and referral coupon code to be showed in the post, then Company’s customers will click this designated Link to purchase Company’s products and/or services, accordingly Company will pay any Affiliates a commission for each sale made through Affiliate’s Link, as outlined on the webpage of the program on the Company’s website.

 

2.Affiliate Products and/or Services
The Parties acknowledge that the Affiliate Products and/or services under this Agreement shall be referred to the listed products and/or services on the webpage of the program on the Company’s website and shall be subject to any modification on upon mutual written consent from time to time.

 

3.Warranties
Affiliates represent and warrant that: a) you are entitled to enter into this Agreement; b) you shall post Seeed’s products and/or services on the legally website, including without limitation, you shall not promote Seeed’s products and/or services on the website in connection with any violence or pornography or discrimination or any other illegal contents, etc.; c) your participation(including registration and promotion etc.) in this Affiliate Program shall comply with any applicable laws, regulations, rules(including any rules published by Company in connection with this Program), codes, guidelines, data protection, and other requirements of any government authority; d) you will be responsible for your published social media platform to post any materials or any information related to Seeed’s products and/or services, including that not violating or infringing any third party’s owned intellectual property etc., e) any information published by you under this Agreement and any further information related to this Agreement shall comply with all listed requirements above; and f) any further requirements will be published by Company at any time in connection with this Affiliate Program. Company reserves the right to check if you have any activities to violate such warranties above, and you shall correct any error or misrepresentation on your platform following receipt of written notice from Company.

 

4.Payment

4.1 Commission. In consider of the service to be provided by any Affiliates, each commission under this Agreement shall be paid quarterly by wire transfer of funds to Affiliate’s PayPal account as defined when the Affiliate signs up for participation in the Program. Upon confirmed by both Parties, payment of commission shall be made within approximately thirty (30) calendar days after the end of each calendar quarter in which sales are made. If any customers return products that generated commission (except for such return caused by products’ quality), Company will directly deduct this corresponding commission from your next quarterly payment.

4.2 The payment for the commission fee owed to the affiliate shall be made at the conclusion of each quarter. The Company is not responsible for any error or omission in the destination account information the Affiliate provides.

4.3 Taxes. Unless otherwise agreed by both parties, the parties are not liable for any of the taxes of the other party that the other party is legally obligated to pay and which are incurred or arise in connection with or related to this Agreement.

 

5.Term and Termination
This Agreement shall be effective from the acceptance of your registration on Company’s website and will end when either party terminates this Agreement, including closing your account on this website and other acts that be considered to terminate this Agreement, etc. You may terminate this Agreement upon fifteen (15) days’ written notice for any reason. Company shall, at its discretion, terminate this Agreement with cause or without cause by giving any written notice to you, including but not limit to material breach of this Agreement. Upon termination, Affiliate shall immediately cease promoting Company’s products and services and remove any promotional content from Affiliate’s social media platforms. Affliate will be only entitled to earn the commission that Affiliate has posted the referral lInk on its channels before the termnation and the related orders are not canceled or returned. In the event of overpayment after the termination, Company reserves the right to notice Affilite and affiliate agrees to remit any extra payment.

 

6.Indemnification
Either Party will indemnify, defend and hold harmless the other Party from and against all claims, damages, liabilities, losses, judgments and costs and expenses("Claims”) arising from or relating to: a) breach of this Agreement; b) any representations and warranties made by the Party relating to the Affiliate Program. 

 

7.Limitation of Liability
Neither Party shall be liable for any indirect, incidental, special consequential, exemplary damages or any loss of revenue, profits, goodwill, use or data incurring in connection with the Affiliate Program. Our aggregate liability arising in connection with the Affiliate Program shall be limited to the actual damages incurred and shall not exceed the total commission paid by Company to Affiliate under this Agreement in the twelve months preceding the date on which any claims incurred or liability occurred.

 

8.Governing Law and Disputes
Any dispute relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the Law of People’s Republic of China.

 

9.Miscellaneous

9.1 Confidential Information. Any information provided by Company to any Affiliates relating to this Affiliate Program shall be considered to Seeed’s confidential information. Such information shall be only for the purpose of performing this Agreement and you will not disclose such information to any third party, whether any entities or individuals, unless such information has been in general public, or such information is independently developed by you, or such information is disclosed by you with Seeed’s prior written consent. Such obligations to be confidential shall apply for the duration of this Agreement and five (5) years after termination of this Agreement.

9.2 Relationship between the Parties. Both Parties confirms that you are Seeed’s independent contractor and nothing in this Agreement will create any relationship including partnership, joint venture, agency, franchise, sales representatives, sponsoring, or employment between any Affiliates and Company.

9.3 Severability.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

9.4 Assignment. You will not assign this Agreement under this Agreement (whether by operation of law or otherwise) without Company’s prior written consent.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this Affiliate Program herein and supersedes all prior and contemporaneous communications regarding such purpose.

9.6 Modification. Company reserves the right to modify any of this terms and conditions listed in this Agreement at any time and we may send an email to inform you that our current version of these terms and conditions has been revised and you have the right to decide if you will continue to be Seeed’s affiliates. You continued participation in this Affiliate Program following the updated Effective Date of such change shall be deemed that your acceptance of such modifications.