Affiliate Terms of Service
This Agreement contains the complete terms and conditions that apply to your participation as a member of the BrotKiste.com Affiliate Program.
1. Enrolment in this Program.
To begin the enrolment process, you will submit a completed Program Application through our website. Your account will be active in our program after our individual approval. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine in our sole discretion that your service is unsuitable for the Program for any reason, including, but not limited to, if your activities incorporates any action that is unlawful, defamatory, obscene, harassing or otherwise objectionable, or if you promote a business-opportunity program .
2. Utilizing Links on Your activites and service.
As an affiliate website of BrotKiste, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the “Links”), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain BrotKiste’s trade names, service marks, and/or logos for display on your Affiliate Site, WeChat, Weibo, Facebook, emails or other social media . Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site , WeChat, Weibo, Facebook, emails or other social media for the sole and exclusive purpose of promoting our service, operated or controlled by BrotKiste. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
We will pay you a commission based on the below structure:
5% on product value for affiliate sales
For distributors and pick up points different commission rate can be agreed in writing.
Shipping cost is excluded from commission
The Commission Rate is subject to change from time to time, without any prior announcement.
4. Commission Payment.
Commissions deemed due and owed to you under the program will be paid to you directly by BrotKiste.com after any holding period and in accordance with a regular payout cycle established by BrotKiste.com. No commission will be paid for purchases made by you for own consumption, your household, or anyone within your organization if not differently agreed with BrotKiste.com Team in writing before. Commissions can be earned per each new or existing customer purchase referred through the unique affiliate link. We reserve the right to cancel any of your affiliate coupons, even if you are currently using the coupon. All coupons created internally for BrotKiste promotion are ineligible for affiliate commission.
Commission payment will be done by WeChat or Alipay private accounts. If other ways of payment are required it is to be agreed in writing by the BrotKiste Team prior to payment.
5. Responsibility for Your service and activities.
You will be solely responsible for the development, operation and maintenance of your service and activities. We shall have no responsibility for the development, operation and maintenance of your service and activities and for all materials issued and used by you for the promotion of sales. You shall also be responsible for ensuring that materials posted on your service and activities do not violate or infringe upon any laws, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials used by your service and activities are not libellous or otherwise illegal. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of the law.
Please note: You should obtain legal advice on how to fully comply with these responsibilities in your specific situation.
In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:
– Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of BrotKiste or state law;
– Provide inaccurate or incomplete information to BrotKiste concerning your identity, address or other required information;
– Attempt to cheat, defraud or mislead us in any way;
– Misrepresent to the public the terms and conditions of our sites or your sites;
– Engage in popup advertisement network activities;
– IFrames may not be used unless given express permission by BrotKiste, sales made through hidden IFrames or Cookie Stuffing methods will be considered invalid
6. Paid Search Policy.
You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:
• You are prohibited from bidding on any BrotKiste trademarks, or any variations and misspellings thereof without BrotKiste’s prior written approval..
All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate service and activities must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate service and activities for a promotion that has expired. If you are determined to be in violation of this section your participation in the program may be terminated.
Minimum Payment Threshold.
Affiliates must earn a minimum affiliate account balance of Rmb100 or more before their account is eligible for payment. Commission amounts earned for less than Rmb100 (for example, 1 sale for Rmb50) will remain pending until the full Rmb100 minimum balance has been earned. All sales still pending due to the minimum payment threshold must remain active and in good standing according to our TOS requirements in order to be eligible for payment. Sales that are found not to be valid according to our TOS requirements at the time of the additional sale and earnings will be marked as invalid and not payable. Therefore there will be the requirement that 2 sales, or Rmb100 in minimum earnings be valid according to our sale requirements listed in our TOS in order for payment to be sent.
There is a Rmb100 minimum threshold for Commission Fees. If You do not meet the minimum threshold of Rmb100 within 180 days after the end of the month in which a Qualified Purchase was properly completed, commission payments will be forfeited and Your commission balance will revert to Rmb 0.
7. Tax Forms and Address Changes.
Taxes/Address Changes: It is Your responsibility to keep records about your affiliate earnings and declare in your income tax declaration if and when required. Any address changes must be made in the Affiliate profile in the Affiliate Console at least 15 business days prior to the end of the calendar month in order for Commissions for that month to be sent to the revised address.”
8. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
10. Relationship of Parties.
You and BrotKiste are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your service and activities or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the BrotKiste and BrotKiste expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
11. Limitation of Liability.
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our service and activities will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
13. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide BrotKiste with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purpose of this Agreement, the term “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to BrotKiste, customer and vendor lists relating to BrotKiste and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.
You hereby agree to indemnify, defend and hold harmless BrotKiste, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.
Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of the PRC, without reference to rules governing choice of laws. BrotKiste reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an affiliate consistently have a high chargeback/cancellation ratio. BrotKiste will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. In order to facilitate accurate record-keeping, multiple BrotKiste affiliate accounts spanning multiple affiliate networks are strictly prohibited. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
17. Binding Arbitration.
By participating in this affiliate program, you agree to binding arbitration for any disputes or claims that arise against BrotKiste.com or its subsidiaries in conjunction with this program. An arbitration firm selected by BrotKiste.com will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this program. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration.
The sole handling and legal agent for BROTKISTE.COM is Ningbo Pylon international Trading Co Ltd. The legal and quality responsibility for the products is with the original manufacturer of the products.
This is specially the case for food products. Ningbo Pylon International Trading Co Ltd is not conducting any sales. It is acting only as promotional consultant for the product provider.
The valid agreement is this one in English language which will prevail any translation.
If a Chinese translation is required the partner of this agreement might require such translation in its own discretion and own costs.
By applying for the affiliate program, the above TOS are accepted. TOS are also applicable to sales and regular serivices provided by PBrotkiste.com to customers.
Remark/Disclaimer Products marked with ‘Catering” will not receive the standard commission. Also no commission or voucher use for such items in “own sales”
Version 1.01 2-2016