SaleYee Affiliate Program Agreement

This SaleYee Affiliate Program Agreement (the "Agreement") contains the terms and conditions that govern your participation in the SaleYee Affiliate Program (the "Program"). "SaleYee" or "Our" means Tengming Limited, a company incorporated under the laws of the Hongkong and having its registered address at FLAT 1503 15/F CARNIVAL COMMERCIAL BUILDING 18 JAVA ROAD NORTH POINT HK. "You", "your", "Affiliate/Publisher", "Publisher" or "Affiliate" means the applicant for the Program. Each of SaleYee and Affiliate/Publisher is referred to as a "Party" and collectively as "Parties".

Your participation in the Affiliate Program is conditioned on your acceptance of these Agreement and all the terms, conditions, and notices of SaleYee and ShareASale. You acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and hereby represent and warrant that you are lawfully able to enter into this Agreement (e.g. you are not a minor) and that you are and will remain in compliance with this Agreement. In addition, if this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.



1.Definitions

1.1 "SaleYee Content" means artworks, graphics, logos, and copies of SaleYee Product/Service that are made available by SaleYee to Affiliate/Publisher for advertisements on websites or other media controlled by Affiliate/Publisher. SaleYee Content excludes any data, images, text, or other information or content relating to products or services offered by any website other than the SaleYee Site.

1.2 "SaleYee Product/Service" means any item that is offered for sale by sellers on the SaleYee Site.

1.3 "SaleYee Site" means the website with the URL: https://www.saleyee.com. Including other multi-language sites.

1.4 "Buyer" means a registered user of SaleYee Site who will make or has made a purchase of SaleYee Product/Service of the SaleYee Site.

1.5 "Fraud" means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions.

1.6 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.7 "Affiliate/Publisher" means an individual or entity that controls a website (including SEM links, SEO links, email links and other traffic sources on the website) whereby the SaleYee Product/Services can be advertised through the placing of SaleYee Content on the website.

1.8 "Valid Sales" means purchases completed by Buyer on the SaleYee Site via Affiliate/Publishers advertisement of SaleYee Content. A purchase shall only be deemed to be "completed" by a Buyer if the Buyer has taken the requisite steps required by the SaleYee Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the SaleYee Site that are refunded by Buyer shall not be deemed as a Valid Sale.

1.9 "SaleYee Brands" means any and all intellectual property rights owned by SaleYee, including but not limited to the following trademarks: "SaleYee", "SaleYee", "saleyee.com", "SaleYee", "saleyee.com" and etc.;

2. Affiliate/Publishers shall abide by any and all applicable laws and regulations in any applicable jurisdiction when cooperating with SaleYee through ShareASale affiliate Network. Unless otherwise agreed by SaleYee in writing, Affiliate/Publishers shall not, directly or indirectly, claim any right to the ownership of or use any SaleYee Brands or domains owned by SaleYee.

3. Affiliate/Publishers shall refrain from using any disputable, unlawful, or misleading name or domain name (including but not limited to company names of Advertisers, and etc.) in their advertisements or Advertising Channels. In particular, the name or domain name of Affiliate/Publishers shall not:

a. Contain any of the SaleYee Brands without SaleYee’ written consent;

b. Contain any content that is likely to confuse or mislead others into forming any untrue association with SaleYee, Examples: using URLs that are similar to those owned by SaleYee (e.g. original URL: https://www.saleyee.com/);

c. Contain any content that misrepresents their affiliation or relationship with SaleYee, its affiliates, and/or its senior management;

d. Contain any content that is defamatory or libelous to SaleYee;

e. Contain any content that infringes the legitimate rights, including but not limited to intellectual property rights of others;

f. Contain any content that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or

g. Contain any content in any manner that violates any applicable laws and regulations in any applicable jurisdiction;

h. Contain any content that will likely cause any damage to SaleYee, its affiliates,

4.Contents of Advertising Materials

The advertising materials (including but not limited to name cards, posters, pamphlets, forums, blogs, emails, and etc.) of Affiliate/Publishers shall not include any of the following:

a. Any unauthorized use of SaleYee Brands;

b. Any content that misrepresents or creates any untrue relationship or affiliation with SaleYee, its affiliates, and/or its senior management;

c. Any content that is defamatory or libelous;

d. Any unlawful content in any applicable jurisdiction;

e. Any content that promotes, encourages or aids and abets unlawful activities; f. Any content that is discriminatory or promotes discriminations based on race, sex, religion, nationality, disability, sexual orientation or age;

g. Any pornographic or obscene materials, including but not limited contents that depict the exploitation of minors, bestiality, rape sex, incest, or sex with graphic violence or degradation;

h. Any content that relates to gambling or casino related materials;

i. Any content that provides information on "how to" engage in computer hacking or unauthorized access of computer networks;

j. Any content that relates to the sale of drugs or other restricted or controlled substances (including all drugs listed in Schedule I, II, III, IV, or V of the Uniform Controlled Substances Act of the United States, 21 U.S.C. 801 et seq.);

k. Any content that specifically relates to the sale of prescription drugs;

l. Any content that relates to the sale of tobacco products, including but not limited to pipe tobacco, hookah tobacco, chewing tobacco, and tobacco leaf;

m. Any content that relates to the sale or offering for purchase of any firearms, ammunitions, military ordnance, weapons (including explosive weapons), and/or any related parts or accessories;

n. Any content that infringes the legitimate intellectual property rights of others;

o. Any information that unlawfully discloses the business secrets of others;

p. Any content that is stolen or misappropriated from other websites; or

q. Any content that is misleading or fraudulent.

5. Contents of Advertising Channels

5.1. The Advertising Channels of Affiliate/Publishers shall not include any advertisement that violates clause 4 of this Agreement

5.2. If the Advertising Channel of Affiliate/Publishers contains any content containing any word or image with any SaleYee Brand (with SaleYee’s prior consent), then the Advertising Channel shall contain links which direct visitors to the saleyee.com or to any other designated page of SaleYee or its affiliates;

5.3. The Advertising Channel of Affiliate/Publishers shall not contain any information, tools, or methods that allow, enable, teach, advises, or in any way directly or indirectly assist visitors to bypass any and all of the rules or regulations of SaleYee Affiliate Program. Examples of such information, methods or tools include, but are not limited to, revising source codes, providing hacking software, providing hacking information, and etc.

6. Restricted Behaviors Affiliate/Publishers shall not engage in any of the following conduct:

a. busing any form of resources exchange (e.g. using any reward or benefit to induce visitors into performing certain actions) to advertise;

b. Requiring visitors of the Advertising Channel (whether or not such visitors have the intention to) to register, purchase or use any products or services of Affiliate/Publishers when the visitors click into Affiliate/Publisher’s advertisements;

c. Using any programs, scripts, or other forms to directly or indirectly generate any abnormal viewing, clicking, or enquiry of its advertisements;

d. Using any bad-faith, malicious, or improper method, including but not limited to using viruses, fictitious webpage, hi-jacked browsers or URLs, hijacking the front page of the saleyee.com, modifying information or content of registered members of the saleyee.com, using malicious plug-ins or unauthorized software or computer programs, modifying the source code or URL parameters of the saleyee.com, and etc., to advertise.

e. Using any exaggerated, false, or misleading information or content when placing advertisements or links on its Advertising Channels to induce visitors to click into the advertisement;

f. Engaging in any unlawful activity;

g. Engaging in any activity which causes any damage or liability to SaleYee, its affiliates, or the saleyee.com;

h. Engaging in pop-up or pop-under advertisements in any form

i. Engaging in any Search Engine Optimization (SEO) or Search Engine Marketing (SEM) campaigns using any brands of SaleYee, including but not limited to "SaleYee", "SaleYee", "saleyee.com", "SaleYee", "saleyee.com", and etc.;

j. If you are a seller on the SaleYee, you shall not become either a Publisher or a Network of SaleYee Affiliate Program and advertise your own storefront to earn commissions via the SaleYee Affiliate Program;

7. Penalties for Breach

7.1. In the event of any breach of the terms of this Agreement by Affiliate/Publishers, SaleYee shall have the right, but not the obligations to, impose or request ShareASale to impose any of the following enforcement measures against such members:

a. Giving written warnings;

b. Imposing ratification period for Affiliate/Publishers to cure any breach of this Agreement;

c. Withholding any payment payable to Affiliate/Publishers pursuant to the Advertising Agreement;

d. Deducting any relevant amount from Affiliate/Publisher’s for breach of this Agreement to compensate any damage or loss suffered by SaleYee as a result of the breach;

e. Restricting and/or ceasing any collaboration with such Affiliate/Publisher;

f. Restricting such Affiliate/Publisher from any cooperation with SaleYee

8. Claims and Disputes  

This Agreement shall be governed by and constructed in accordance with the laws of HongKong. Any dispute between Affiliate/Publishers and SaleYee that arises out of this Agreement shall be referred to and resolved by the exclusive jurisdiction of the courts of HongKong.