Party A：Affiliate Program Partner
- 1-1 “Affiliate Partner” shall refer to an individual (also referred to as a “Natural Person”) or a registered company which participates in the “KKday Affiliate Program.”
- 1-2 “KKday Affiliate Program” is defined as a profit sharing model between the Affiliate Partner and KKday. The Affiliate Partner shall obtain a Link(s), to be shared on Affiliate Program website, via the affiliate mechanisms and KKday. Customers can use the “Links” stated on the Affiliate Partner’s websites to connect to KKday's website to purchase a Product(s). A portion of the profit of the net sales amount will be given to the Affiliate Partner by KKday, in the form of commission.
- 1-3 “Link” refers to the dynamic state between Hypertext Markup Language(HTML) and the World Wide Web (WWW).
- 1-4 “Product” refers to any item that appears for sale on KKday's website.
- 1-5 All necessary information needed to establish the Link can be found via the “Affiliate Program Website”. The address of KKday’s website is: https://www.kkday.com.
II. Affiliate Program
- 2-1 Term
- The term of this KKday Affiliate Program Agreement (the “Agreement”) shall be one (1) year commencing on the signing date to December 31, 2020. This Agreement shall be automatically renewed for successive one (1) year terms thereafter (each a Renewal Term) until and unless either party provides the other party with a thirty (30) days prior written notice to the end of the first anniversary of the Term or the Renewal Term.
- 2-2 The calculation of the Affiliate Partner’s commission (the “Commission”) shall be based on all purchases made by the visitors connecting to the KKday’s website via Link provided on the Affiliate Partner’s website. The calculation formula for the Commission is as follows:
The total amount of the Commission for each calendar month = A*R
A = The total amount of the orders’ value (after the deduction of any discount) purchased via Affiliate Program
R = The Commission rate based on the scheme provided hereunder
- The total amount of the Commission for each calendar month = A*R
- 2-3 The Commission rate can either be mutually agreed by both parties (hereafter referred to as the “Custom Commission Rate”), or apply to the scheme provided in section 2-5 (hereafter referred to as the “General Commission Rate”).
2-4 KKday Affiliate Program is conducted as stipulated below:
The Affiliate Partner should embed the Link in his/her blog or own website or social media platforms which contains a specific CID. When a visitor connects to KKday’s website via such Link with CID, a cookie will be offered respectively available for thirty (30) days. When any visitor browses or purchases any Product on KKday’s website , the visitor’s behavior will be attached to that cookie automatically. The Affiliate Partner understands that if the visitor comes to KKday’s website via a different Affiliate Partner’s Link within the same period, the cookie may be offered which might cause the difference to the result of the calculation.
- 2-5 The scheme of the General Commission Rate:
Total Amount of The Orders’ Value (Each Calendar Month)
US$1 - 3,499
US$3,500 - 6,999
US$7,000 - 13,999
US$70,000 or more
- 2-6 The calculation of the total amount of the orders value shall be on a monthly basis. Only orders which have an end date or have been redeemed in the previous calendar month will be counted. When the status of the order is showed as incomplete (the orders canceled by the supplier or visitors), it will not be counted accordingly.
- 2-7 The General Commission Rate may be readjusted or remodified by the parties.
- 2-8 In the event of a dispute regarding the Commission, both parties agree the Commission amount will be calculated according to the results come out by KKday's backend system.
III. The Procedure of The Transaction
- 3-1 KKday shall oversee and manage all business activities referred by the Affiliate Partners’ websites, including new member logins, purchases and other transaction procedures. All transaction procedures shall comply with KKday’s rules and regulations. If there is any breach of KKday’s rules or regulations, KKday reserves the right to refuse such transactions.
- 3-2 KKday is responsible for keeping the records for the transactions referred by the Affiliate Partners. All of such records shall be disclosed to the Affiliate Partners on the Affiliate Program website from time to time.
- 3-3 In order to receive the commission, the Affiliate Partner shall fill out the Labor Remuneration Form or other forms provided by KKday accordingly in which the total amount shall include the taxes. The Affiliate Partner shall submit such forms for the previous month to KKday on the 15 th of each month, or KKday may, at its sole discretion, withhold the commission until the forms have been fully submitted.
- 3-4 The Commission shall be calculated in USD by KKday on monthly basis and comply with the relevant laws or regulations regarding the deductions for the income taxes and second generation National Health Insurance in the Republic of China (Taiwan). The Affiliate Partner is entitled to change the settlement currency once within every 12 consecutive calendar months when necessary. If Affiliate Partner disagrees with the report provided by KKday, the request for correcting the record shall be submitted to KKday within 5 days upon the receipt of such record. KKday may balance such difference in the following calendar month’s record. When the Affiliate Partner has no response within such time manner, then it will be deemed that the Affiliate Partner has already confirmed the record with no objection.
- 3-5 KKday shall calculate the previous month’s commission on the 10 th day of every month and make the payment for the commission to the Affiliate Partner on the 25 th day of every month. The payment of the commission shall be made:
- In NTD, the service charge for remitting the commission requested by bank shall be borne by KKday; or
- In one of any foreign currency, either Party agrees to undertake the service charges for telegraphic transfer (“T/T”) requested by each of the banks respectively, thus such T/T charges borne by the Affiliate Partner will be deducted from the amount transferred to the Affiliate Partner automatically.
- 3-6 The policies of the accounting and payment for the commission shall refer to the Affiliate Program website. KKday reserves the right to modify such policies from time to time.
IV. The Obligations and Liabilities of the Affiliate Partner
- 4-1 Without KKday’s prior written consent, the Affiliate Partner shall not use any of KKday’s software, hardware or any techniques.
- 4-2 The Affiliates Partner is responsible for updating KKday’s link or information stated on the Affiliate Partner’s website from time to time.
- 4-3 KKday may terminate this Agreement at any time in the event that the Affiliate Partner i) commits any of the fraud, false information, premeditated destroys, or the use of the software patents and/or member information of the Affiliate Program website without KKday’s prior written consent, ii) uses the logos, webpage settings and/or content copied from the Affiliate Program website on a violence, salacity, gambling related, or any other illegal website, or iii) sends spam e-mails or messages to any receivers without his/her authorization. The Affiliate Partner shall indemnify and hold harmless KKday, its officersand directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in litigation commenced, legal fees, or any claim whatsoever) arising out of the events listed above.
- 4-4 The content of the Affiliate Partner’s website shall not have any exaggerated, fictitious, or misleading expressions or other attributes. If the content of the Affiliate Partner’s website or if the Affiliate Partner’s operation violates any relevant laws or regulations or commits any beach of this Agreement, KKday may, at its sole discretion, terminate this Agreement. The Affiliate Partner shall indemnify and hold harmless KKday, its officersand directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in litigation, legal fees, fines, penalties, reconciliation fees, damage compensation whatsoever) arising out of and in any way related to the provisions set forth in this clause.
- 4-5 After KKday provides the commission report to the Affiliate Partner, the Affiliate Partner shall comply with the procedure set forth in Section III to withdraw the commission, unless the amount of such commission is less than US$200.
- 5-1 The Affiliate Partner may, with KKday’s prior written consent, be entitled to use KKday’s content, pictures, and images for the purposes of referring the visitors to KKday’s website ONLY. Such KKday’s consent shall not construe any exclusively licensing. All intellectual rights to KKday’s contents, pictures, images and logos are reserved by KKday which can be used for a purpose of the performance of this Agreement ONLY.
- 5-2 If the Affiliate Partner arbitrarily modifies any of the contents, picutres or images provided by KKday and does not remove or cure such misconducts within a certain period of time upon the receipt of KKday’s notice, KKday may, at its sole discretion, terminate this Agreement. The Affiliate Partner shall be liable for all the losses, damages, expenses, costs and liabilities arising out of or in any way related to the Affiliate Partner’s breach of this clause.
- 5-3 The Affiliate Partner agrees that it shall, at any time, keep any information in any way related to this Agreement, including but not limited to the orders, sales reports or any information obtained from the Affiliate Program website confidential from any third party. The Affiliate Partner shall be liable for all the losses, damages, expenses, costs and liabilities arising out of or in any way related to the Affiliate Partner’s breach of this clause. This obligation of confidentiality set forth in this clause will survive the termination of this Agreement.
- 5-4 The terms and conditions of set forth in this Agreement are governed by and constructed in accordance with the laws of Taiwan, R.O.C and both Parties submit to the jurisdiction of the Taipei District Court of Taiwan, R.O.C.
- 5-5 In the event that either party shall become bankrupt or enter into composition, suffer any distress or go into liquidation or compulsory then and in any of the said cases, it shall be lawful for the other party to terminate this Agreement.
- 5-6 Any commission earned before the termination of this Agreement, it shall be calculated in accordance with the accounting and payment procedures set forth in this Agreement.
- 5-7 Either Party may at any time, without cause, terminate this Agreement by giving 30 days prior written notice thereof.
- 5-8 With the termination of this Agreement, the Affiliate Partner shall not use any services provided on the Affiliate Program website immediately.
VI. Other Stipulations
- 6-1 The parties enter into this Agreement as independent contractors, and the Agreement shall not create a partnership, agency, joint venture or employment relationship.
- 6-2 Either party’s rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of the other party.
- 6-3 This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. This Agreement may not be modified except by the written consent of both parties.