Terms and Conditions

Proscenic Affiliate Program Agreement

WHEREAS Party A and its affiliates are a developer(s), producer(s), and after-sales service provider(s) of smart home cleaning & appliance products holder products of Proscenic brands, and Party A is the founder of Proscenic Affiliate Program; WHEREAS Party B is willing to become Proscenic Affiliate in accordance with this Agreement and promote the product specified in this Agreement; By clicking “I Agree”, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions:

Definitions

Unless otherwise agreed or prescribed hereunder, the following terms shall have the following meanings in this Agreement:
Party A (“Proscenic”): Proscenic Company Limited
Party B: you, refer to the member who voluntarily joins the Proscenic Affiliate Program, and agree to promote Party A’s products according to this Agreement, also “Proscenic Affiliate”;
Proscenic Affiliate Program: a membership organization that allows Proscenic Affiliate to promote Proscenic products and obtain commissions according to this Agreement, its official website is https://www.proscenic.com/;
Proscenic Affiliate: refers to any member(s) of the Proscenic Affiliate Program that uses (s) the Proscenic Affiliate Program’s services for promotion as well as any other affiliate(s) that recognize(s) and undertake(s) to observe these Proscenic Affiliate Program rules in any other way;
Proscenic Select: You will be eligible to purchase Proscenic Select if you purchase a Proscenic consumer product* at the Proscenic Online Store. *Proscenic consumer products include Robot Vacuum Cleaner, Cordless Vacuum Cleaner, Home Appliances, Kitchen Appliance;
Proscenic Credit: is the amount Party B can ask Party A to transfer to your PayPal account.;
Product(s): refers to the appliances in the Proscenic Online Store;
Agreement: refers to this Agreement, including any annexes hereto and any other written document confirmed by the Parties related to the promotional relationship between the Parties.

Rights and Obligations

Party B is willing to become a member of the Proscenic Affiliate Program and promote the Product.
Basic Relationship between the Parties
(1) Party A is responsible for the development, production and quality management of Products;

(2)As a Proscenic Affiliate, Party B shall promote the Product only; Party B shall not represent Party A under any circumstance(s) without Party A's prior written authorization or approval.

Party B shall ensure the legality of its promotional activities, including the form and the content. The promotional channel/promotion shall not include any of the following:

Any content determined to be objectionable in nature according to the basic principles set forth in the Constitution of the P.R.C.;
Any content that threatens national security disseminates state secrets, diminishes state power, or disrupts national unity;
Any content that is harmful to the state's honor and/or interest(s);
Any content that instigates racial bias promotes racial discrimination, or disrupts racial harmony;
Any content that is discriminatory toward any race or targets any person, unit or, organization;
Any content that is contrary to the state's religious policy; promoting any heresy or superstitious belief;
Any content that spreads rumor disrupts the social order, or impairs social stability;
Any content that spreads obscenity, pornography, violence, killing, terrorism, or instigates crime(s);
Any content containing insult or slander directed at a person or people or that is extremely blasphemous or offensive;
Any content that was obtained by illegal or illegitimate means
Any content relating to gambling or casino;
Any content relating to illegal drugs or drug paraphernalia;
Any content that sells or promotes prescription drugs;
Any content that sells or is related to tobacco;
Any content that sells weapons or munitions (e.g. guns, parts of guns, fighting knives, and/or stun guns;
Any content that sells imitations of branded products or fake products;
Any content that sells or distributes semester reports or student theses;
Any content that infringes upon or is suspected of infringing upon the intellectual property rights of others, including but not limited, to patents, trademarks, and copyrights;
Any content that compromises the trade secret(s) of others;
Any content that misappropriates or misrepresents the website of a third party in any way;
Any content that promotes a scam or scams (including but not limited to promoting "become rich quickly" etc.);
Any content that infringes upon, or is prohibited by, law or administrative regulation; that advertises any illegal activity or infringes the legal rights of a third party.

Party B agrees and undertakes to carry out promotional activities in according with Party A’s requirements, and shall not adopt the following promotion methods:

promote in the form of spam messages in the forum/post comments area or any web page comments area, and/or by sending spam or text messages;
promote through the click to pay to advertise;
promote through the search engine marketing channels which include but not limited to, Google, Baidu, Yahoo, Bing, etc.;
promote through any “jump link”, of which refers to an intermediate website or web page directly jumps to the Proscenic official website, with no other click link;
promote through the methods of cash return, bundle with other products, ultra-low-cost resale or other disguised discounts forms;
resell the Product(s) without the authorization to be a distributor or retailer of Proscenic, especially resell the Products purchased by Party B or Party B’s family members or friends through the promotion advertisement hyperlink produced by Party B;
other behaviors that may affect Party A’s fame, image, brand reputation, or sales policy.
1. Party B shall produce the promotion advertisement by using the links and materials directly acquired from the Proscenic Affiliate Program only, such use must not modify, cover, replace or alter in any other form of the materials. In the event that any promotion advertisement produced by Party B, including but not limited to picture(s), word(s), music, infringes the intellectual property rights of any third party, or cause any other loss, Party B shall be responsible for all resulting legal consequences.
2. If Party B adversely affects Party A, in any way, due to negligence or fault during the promotional activity, including but not limited to, (1) damaging Party A's fame, image, or brand reputation, (2) inciting complaint(s) of infringement from any third party, (3) prompting a lawsuit by any third party, or (4) disseminating Party A’s confidential information, Party B shall render any and all reasonable compensation(s) payable to Party A.
3. Party B may receive Commission A or Commission B on the conditions that Party B promotes Proscenic Products successfully in accordance with this Agreement.
  1. Commission: if in 365 days from the date when the end-consumer clicks the promotion advertisement hyperlink produced and the said end- consumer purchases the Product by Party B by using a computer or handheld device, and the webpage of Proscenic Online Store is successfully loaded in the internet explorer, Commission B will be paid to Party B, according to the relative rate agreed by both Parties.
  2. Basic Principles for Calculation of Commission B: Commission is calculated based on the actual price that ends consumers pay for any Product (excluding shipping costs and taxes).
  3. Proscenic Affiliates can check his/her Proscenic My Credit record on the “My Account” page. Proscenic My Credit can redeem cash, can not be transferred to other Proscenic Affiliate’s accounts.
  4. Settlement Date of Commission: The time when the commission is paid to the Proscenic Affiliate shall be as follows:
    1. Proscenic Affiliate will receive a commission, in the form of Proscenic My Credit, 30 days after the customer confirms receipt, assuming no refund is requested during this period.
    2. If a major incident or Force Majeure affects the date of commission payment, Party A has the right to change the date of payment and will inform Proscenic Affiliates in advance.
  5. For currency exchange, Party A will refer to the exchange rate of the month set by the People’s Bank of China or other related financial institutions. The exchange rate used by Proscenic will change on a regular basis. Party A may use the exchange rate directly without informing you. It may differ from the current exchange rate in the market.
  6. If the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by Party B satisfy the requirements as Proscenic Select, Party B will not receive any Commission.
  7. If Party B and/or the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by Party B, chooses to pay with coupons, Party B will not receive any Commission.
  8. Refund: If the end-consumer requests a refund within 30 days after he/she confirms receipt of the Product and is been successfully refunded, Party A will deduct the respective Commissions from the payable Commissions to Party B.
  9. Cheating or irregularities: If Party B’s promotional behavior goes against relevant regulations or is recognized as a violation behavior of the purpose of the Proscenic Affiliate Program, branding strategy, or sales policy by Party A, Party A shall refuse to pay the Commissions payable to Party B and may terminate this Agreement as well as Party B’s rights as a Proscenic Affiliate immediately, and Party B shall refund any Commissions paid by Proscenic for the month when such behavior happens. If any disagreement arises, Party B shall provide evidence which includes but not limited to, the URL and website screenshots of the promotion link, to prove the behavior has complied with regulations or policy. Party A reserves the right to make the final decision.
4. Product Price
  1. Party A may determine the Product's retail price at its discretion, and Party B shall promote the Product at the price offered in the Proscenic Online Store and/or another price separately;

As for the retail price offered above, Party A agrees that it shall be the same for all the Proscenic Affiliates;
Party A may, at its own discretion, adjust the retail price of products relating to the promotion Links by notifying Party B in writing. Unless agreed to by Party A, in writing, the retail price promoted by Party B shall not violate Party A's general pricing policy;
If Party B believes that the product's retail price is not reasonable, it may advise Party A in writing, and Party A shall determine whether to adjust the retail price within 3 days after receiving Party B's request.

Intellectual Property Rights

Party B shall not register or apply for the registration of any name or domain name that contains Party A's brand (the name may include without limitation Party B's company name (full name or short name) and promotion channel name, etc., and domain name refers to the domain name of all the websites of Party B (including but not limited to the promotion channel)); in addition, the name and domain name of the Party B may not fall into the following circumstances:

Use any name or domain name that contains Party A or Party A's brand or may cause misunderstanding among consumers;
Use any name or domain name that intends to represent or imply that it has a certain relationship with Party A and/or its management (e.g. shareholding/controlling relationship, joint venture/partnership, interpersonal relationship, agency, union or strategic cooperation relationship);

Main characteristics: e.g. adopt any domain name, name or their composition that relates to or is similar to Party A and/or its management;
e.g. Proscenic.com, proscenic.com/de/, proscenic.com/fr/, proscenic.com/it/,proscenic.com/es/,proscenic.com/jp/

Use any name or domain name that maliciously insults Party A or Proscenic website and/or its management;
Use any name or domain name that may easily give rise to disputes;
Use any name or domain name that may harm the rights and interests of customers, hurt the customers’ user experience, disrupt the Proscenic Affiliate Program's cooperation order, or cause any adverse effect to Party A or Party A's products or relevant brands, or give rise to unfair competition against Party A or infringe the legal rights and interests of Party A.
1. During the promotion activities, Party B shall not infringe upon the rights and/or interests of any third party; otherwise, Party B shall undertake all the responsibilities.

The term, Revision, and Termination of this Agreement

Party A may, at its own discretion, revise the rules (including commission rates) on the basis of the business development and announces it on the website of the Proscenic Affiliate Program or otherwise notify Party B, and Party B shall review the revised rules in a timely manner. If Party B does not accept the revision, it must stop using the Proscenic Affiliate Program's services; in case of Party B continues using the Proscenic Affiliate Program's services, it shall be deemed that the revised rules have been accepted.
If Party B has any suggestion on the revision of this Agreement, it shall notify Party A in writing for the Parties to negotiate.
During the valid period of this Agreement, if any Party fails to correct any of the following breaches of this Agreement within 3 days, the other Party may notify breaching Party in writing to terminate the Agreement and demand compensation for relevant losses:

Make any false promise or provide any false information as regards the promotion relationship;
Party B breaches the agreement and promote the product with a disguised discount, or Party B conducts any illegal promotion in the opinion of Party A;
One Party delays in payment of any fee relevant to this Agreement.

Miscellaneous

Confidential Information

Party B shall try its best to protect the intellectual property rights of Party A, and may not decode, reverse engineer or copy any product of Party A or transfer Party A's product to any third party; and Party B promises that it shall not decipher the products in any way;
Before Party A's confidential information, including without limitation, trade secret, is legally disclosed, Party B may not disclose any confidential information of Party A that is learned due to this Agreement or use such confidential information beyond the scope of this Agreement.
1. The validity of this Agreement

This Agreement shall be binding upon the date when Party B clicks “I Agree” after having read this Agreement.

Dispute Resolution

The interpretation, performance, and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China.
Any dispute arising from, or in connection with the contract shall be first settled through friendly negotiation by both Parties. In case no settlement to disputes can be reached through amicable negotiation by both Parties, the disputes shall be submitted to Longgang District Court, Shenzhen City. Court costs and attorneys’ fees shall be borne by the losing party unless specifically prescribed in the court’s judgment.
During the dispute resolution, all the clauses that are irrelevant to the dispute shall remain in force.