LinKath ePartner Agreement
Date of Issue: April 1, 2017
The Linkath ePartner website - www.linkathpartner.com - (the "ePartner Site"), is for registered members of the Linkath ePartner Program where you can manage your ePartner marketing relationship with Lin Kath Sdn Bhd or any of its affiliate companies, as the case may be ("Linkath" or "us" or similar terms).
Any person or entity that participates or attempts to participate in our ePartner Program must accept this Linkath ePartner Agreement (this "Agreement") without change. By registering for or using the ePartner Site, you agree to this Agreement, including the Program Policies (defined in Section 11), which are incorporated by reference (for example, our ePartner Program Participation Requirements, ePartner Commission Policy). Please read them carefully.
1. Description of the ePartner Program
The ePartner Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your "Site"), by placing links to the linkath.com website ("Linkath Site") on your Site. The links must properly use the special "tagged" link formats we provide and comply with this Agreement ("Special Links").
When our customers click through the Special Links to purchase an item sold or services offered on the Linkath Site (a "Product") or take other actions, you can receive ePartner commission for qualifying purchases, as further described in (and subject to the limitations in) the ePartner Commission Statement. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the ePartner Program ("Content").
2. ePartner Program Compliance Requirements
You must comply with this Agreement, including all Program Policies to participate in the ePartner Program and receive commission.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, or if you violate terms and conditions applicable to any other Linkath marketing program, then, in addition to any other rights or remedies available to us, we reserve the right to withhold (and you agree you will not be eligible to receive) any and all commission otherwise payable to you under this Agreement, whether or not directly related to such violation.
3. Linkath Customers
Our customers are not, by virtue of your participation in the ePartner Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Linkath Site will apply to those customers, and we may change them at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with a Linkath Site, you will state that those customers must follow contact directions on that Linkath Site to address customer service issues.
You represent, warrant, and covenant that (a) you will participate in the ePartner Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor) and (d) the information you provide in connection with the ePartner Program is accurate and complete at all times. You can update your information by logging into your account on the ePartner Site.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the ePartner Program, and we will not be liable for any actions you undertake based on your expectations.
5. Term and Termination
The term of this Agreement will begin upon your registration on or use of the ePartner Site and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You can provide termination notice by email.
We may hold accrued unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 9 and 10 of this Agreement, Sections 4 and 6 of the ePartner Program Participation Requirements, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
THE EPARTNER PROGRAM, THE LINKATH SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE LINKATH SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR EPARTNERS' DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE LINKATH MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR EPARTNERS OR LICENSORS IN CONNECTION WITH THE EPARTNER PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE". NEITHER WE NOR ANY OF OUR EPARTNERS OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR EPARTNERS AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR EPARTNERS OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR EPARTNERS OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE EPARTNERS PROGRAM, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, PROGRAM POLICIES, THE EPARTNER SITE, OR ANY LINKATH SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR EPARTNERS OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE EPARTNER PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE EPARTNER PROGRAM.
7. Limitations on Liability
NEITHER WE NOR ANY OF OUR EPARTNERS OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT.
WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE OR YOUR VIOLATION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR EPARTNERS AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT, ANY OPERATIONAL DOCUMENTATION, OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
This Agreement shall be governed and construed under the law of Malaysia without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.
Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
Any Party may, by giving the other Party written notice at any time after the expiration of the thirty (30) day period referred to above, submit any dispute that is not settled through mutual agreement to arbitration. Arbitration will be in English, in Kuala Lumpur, and in accordance with the rules of the Kuala Lumpur Regional Centre for Arbitration ("KLRCA"). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be designated by the Chairman of the KLRCA. Any award by the arbitration tribunal will be final and binding upon the Parties. The arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by such Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.
10. Additional Provisions
By accepting this Agreement, you hereby consent to us: (a) sending you emails relating to the ePartner Program from time to time, (b) monitoring, recording, using, and disclosing information about your Site and users of your Site that we obtain in connection with your display of Special Links and Content (for example, that a particular Linkath customer clicked through a Special Link from your Site before buying a Product on the Linkath Site) in accordance with the Linkath.com Privacy Notice, (c) reviewing, monitoring, crawling, and otherwise investigating your Site to verify compliance with this Agreement, and (d) using, reproducing, distributing, and displaying your implementation of Content displayed on your Site as examples of best practices in our educational materials.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) 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, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the ePartners Site ("Program Policies"), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the ePartners Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms "include(s)", "including", and "for example" are used and intended without limitation.
All non-public information provided by us in connection with this Agreement or the ePartner Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this paragraph. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
We reserve the right to modify any of the terms and conditions contained in this Agreement (including those in any Program Policy) at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the ePartners Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your ePartners account (any such change by email will be effective on the date specified in such email but will in no event be less than two business days after the date the email is sent). YOUR CONTINUED PARTICIPATION IN THE EPARTNER PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.
ePartner Participation Policy
ePARTNER PARTICIPATION REQUIREMENT
The ePartner Program is free to join, and we provide resources on the ePartner Site to help ePartners succeed with the program. We have never authorized any business to provide paid set-up or consulting services to our ePartners, so please be wary if any business like that (even one attempting to appropriate the Linkath name) reaches out to offer you costly services.
2. Enrolment and Eligibility as an ePartner
Enrolment as ePartner can be done in the following manner:
i.via the ePartner Login at the home page of the Linkath Site; or
ii.if you have been referred by another ePartner (”your sponsor”), via the URL link provided by your sponsor.
To begin the enrolment process, you must fill up the details as required in the registration page, i.e. Name, Email Address, Store Name and Password, to be followed by your acceptance on the terms and conditions of the ePartner Programme.
We will determine your suitability and admission as an ePartner at our sole discretion. However, if at any time we 1) reject your application or 2) terminate your account in connection with any unsuitability or abuse (as determined in our sole discretion), you cannot attempt to re-join the ePartner Program without our authorization. You will ensure that the information in your ePartner Program application and information otherwise associated with your account on the ePartner Site, including your email address, other contact information, and identification of your Site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the ePartner Program and the Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. Upon acceptance of your membership as ePartner, you will be given an ePartner ID for all matters pertaining to your account and your ePartner Site.
If you are a Non-Malaysian participating in the ePartner Program, you agree that you will perform all services under the Linkath ePartner Agreement outside Malaysia. If, for any reason, you cannot comply with this requirement, you cannot participate in the program.
3. Management of Your Site
(a) Sales Maintenance
All ePartners MUST maintain their e-Partner account, with a minimum of RM100 of sales in any 180 days period. Failure to comply with this requirement will disqualify the ePartner from receiving their Commissions or their respective Group Commissions.
(b) Special Links
After you have been notified that you have been accepted into the ePartner Program, Special Links will be assigned to individual products on your Site. Special Links enable accurate tracking, reporting, and accrual of commission.
(c) Products Display
You may display all products in the Linkath Site or alter the display of the products in your Site base on selection of categories as allowed in your ePartner account.
4. ePartners’ Referral Scheme (the “Referral Scheme”)
Any ePartner can promote the enrolment of other persons to join as ePartners under the sponsoring ePartner (the “Sponsor”) in the Referral Scheme using the Sponsor’s ePartner ID link which the Sponsor need to send to the prospective ePartners for their registration as new ePartners. The Sponsor’s ePartner ID link will tag the new ePartner to his/her respective Sponsor. However, Linkath will not be responsible in the event that the new ePartners were NOT enrolled under the respective Sponsor that have sent his/her ID links to the new ePartners as it is the prerogative of the new ePartners to determine their final Sponsor.
All ePartners that have been sponsored by other ePartner shall be considered as a Group under the sponsoring ePartners and for purposes of determining the commission, the sponsoring ePartner shall be entitled to:
1.His/her own commission arising from his own ePartner Site; and
2.The Group commission arising from the total sales from the individual ePartners’ Site that form the Group under the sponsoring ePartner.