This agreement describes the entire terms and conditions
for participation in VIP Online Mall Affiliate Program. In this agreement, the term
"Participant" refers to you (the applicant), and "sponsoring web site" refers to
the web site from which you will link to us.
VIP Online Mall is the sole and exclusive owner of all right, title and
interest including all intellectual property rights in and to the contents,
logos, style, design, look and feel, trade names, trademarks to all literary
works, computer software programs, products, goods and services (including and
all future versions thereof) currently entitled the ("Product"). Product refers
to the singular as well as the plural.
You can add or remove links any time you wish:
You may add as many links to our site, or remove such
links, at any time and without prior approval from VIP Online Mall.
Affiliate Sales Commissions:
If, as a result of a direct advertising effort of the
Affiliate, a referred customer of the Affiliate orders and pays for the Product
or other goods or services sold by VIP Online Mall in the future, VIP Online Mall shall pay
the Affiliate a sales commission determined in accordance with the Affiliate
Compensation Schedule which is set forth in this Agreement and which forms an
integral part of it. The commission is based upon the paid selling price of the
purchased goods or services before tax and excluding returns ("Sales
The purchase price of qualifying sales will count toward
the total sales during the calendar month in which such sales are made. Only
qualifying sales of the Product, to a customer and for which
VIP Online Mall has received full
payment will qualify for the specified referral fee.
The total of such sales in any given month will generate commissions, based
upon the following schedule:
VIP Online Mall sends out Commission checks in the
amount of 50% on any first tier sales and 10% on any second tier
sales, on the fifteenth of every month, on all sales made between
the first and last day of the previous month.
VIP Online Mall Amounts less than
$100 will be held until the next calendar month in which the
cumulative referral fee due exceeds $100, or until this agreement is canceled.
Participant can check the status of commissions earned at any time by
visiting the site at the link provided on our site.
If a refund is requested by a customer on a qualifying sale, its referral fee
will be deducted from the next monthly payment sent to the Participant. If there
is no next monthly payment, the Participant will be billed.
Delivery and Order Processing:
VIP Online Mall will be solely responsible for
processing every order placed by a customer following a special link from the
sponsoring web site. Order forms, payment processing, shipping, cancellations,
returns, and related customer service are the responsibility of VIP Online Mall.
All of the rules, operating procedures and policies of VIP Online Mall regarding customer orders and accounts will apply to orders we
receive through special links on your sponsoring web site.
VIP Online Mall reserves the right
to reject any order at its sole discretion.
The participant is solely responsible for ensuring that
your reviews and descriptions comply with all applicable copyright and other
laws and shall hold VIP Online Mall harmless for any violations thereof.
Customers of VIP Online Mall:
Every customer who purchases a product is deemed to be a
customer of VIP Online Mall. VIP Online Mall is not responsible for any representations made by
the Participant which contradict our policies.
Pricing and Availability:
All prices shall be established by VIP Online Mall. In case of any price
discrepancies, the price charged to the customer will always be the price listed
on the web page linked from your sponsoring web site.
Operation of Web site and Processing:
VIP Online Mall will make all reasonable efforts to
keep its web site operational. However, certain technical difficulties may, from
time to time, result in temporary service interruptions. VIP Online Mall shall not be liable
for any of the consequences of service interruptions, which may occur.
Modification and Cancellation:
VIP Online Mall reserves the right to change any of the terms and
conditions in this agreement, at any time and in its sole discretion, by posting
said new terms on this web site. Said modifications shall be deemed accepted by
Participant of VIP Online Mall's affiliate program are independent
contractors and nothing in this agreement is intended to or will create any form
of partnership, joint venture, agency, franchise, sales representative or
employment relationship between the parties.
Term and Termination
The term of this Agreement will begin when you accept
and will end when terminated by either party. Either VIP Online Mall or you may
terminate this Agreement at any time, with or without cause, by giving the other
party written notice of termination. Upon the termination of this Agreement for
any reason, all licenses granted hereunder shall immediately terminate and you
will immediately cease use of, and remove from Affiliate's Web Site, all links
to VIP Online Mall trademarks and logos,
other VIP Online Mall Marks and all other materials provided in connection with this
We may reject your application or terminate you if we determine (in our sole
discretion) that your site is unsuitable for the Program for any reason,
including, harmful, threatening, defamatory, obscene, sexually explicit
harassing, or racially, ethically, or otherwise objectionable, such as sites
Promote sexually explicit materials;
Promote discrimination based on sex, religion, nationality, disability,
sexual orientation, or age;
Promote illegal activities; or
Infringe or otherwise violate any copyright, trademark, or other intellectual
Compliance with Applicable Laws
You are solely responsible for the accuracy and
appropriateness of all materials posted on Affiliate's Web Site, and for
ensuring that your activities and materials posted on Affiliate's Web Site are
not defamatory, in violation of copyright laws or otherwise illegal. You agree
to indemnify and hold VIP Online Mall harmless for any violations of the foregoing.
VIP Online Mall disclaims all liability for these matters.
Limitations of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, VIP Online Mall WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR
EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR
ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF VIP Online Mall HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL
VIP Online Mall'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE
TOTAL REFERRAL FEES PAYABLE TO YOU UNDER THIS AGREEMENT.
AFFILIATION AND COMPENSATION DISCLOSURES
As of December 1st, 2009, The Federal Trade Commission of the United States of America has set forth new Guidelines for Endorsements and Testimonials, demanding that all Endorsers and Testimonial Givers divulge the nature of their compensation and affiliation with the product company or manager.
Therefore as part of this affiliate agreement, you agree to 'Clearly and Conspicuously' divulge how you are monetarily compensated through your referral sales, and that you receive(d) any other compensation from VIP Online Mall, monetary or otherwise, as the case may be, whenever you put forth any endorsement or testimonial in any media with the purpose of endorsing our products or services with the intent to sell them to consumers.
You further agree to use only the promotional materials that have been sanctioned by VIP Online Mall and to take full responsibility for your own actions should you be investigated for not adhering to the Federal Trade Commission of the United States of America has set forth new Guidelines for Endorsements and Testimonials, and shall not hold VIP Online Mall responsible in any way for actions or use of promottional materials not sanctioned by VIP Online Mall
You further agree that you have read and understand the new Guidelines for Endorsements and Testimonials 16 CFR Part 255 (which can be found at http://www.ftc.gov/os/2009/10/091005endorsementguidesfnnotice.pdf ) that the Federal Trade Commission of the United States of America has set forth and which go into effect on December 1st, 2009. And you also hereby agree to uphold ALL of the provisions contained in that document while endorsing or promoting products or services for VIP Online Mall
Failure to do so may (at the sole discretion of VIP Online Mall) result in immediate termination of your affilaite account, and forfieture of any commissions accrued.
We make no express or implied warranties or representations with respect to
the Affiliate Program or your potential to earn income from the Affiliate
Program. In addition, we make no representation that the operation of our site
or the Affiliate Sites will be uninterrupted or error-free, and we will not be
liable for the consequences of any interruptions or errors.
Mediation & Arbitration
If a dispute arises under this agreement, we agree to
first try to resolve it with the help of a mutually agreed-upon mediator in the
following location: Singapore. Any costs and fees other than attorney fees associated with
the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually
satisfactory solution through mediation, we agree to submit the dispute to
binding arbitration at the following location: Singapore, under the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitration may
be entered in any court with jurisdiction to do so. Mediation will be shared
equally by each of us.
Entire Agreement. This Agreement constitutes and contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior oral or written agreements. This Agreement may not be
amended except in writing signed by the parties. Each party acknowledges and
agrees that the other has not made any representations, warranties or agreements
of any kind, except as expressly set forth herein.
Assignment. You may not assign your rights or obligations under this
Agreement to any party.
Applicable Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Singapore without regard to the
conflicts of laws, rules and principles thereof.
Severability. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the minimum
extent necessary such that the intent of the parties is effectuated, and the
remainder of this agreement shall have full force and effect.
Notices. Any notice required under this Agreement may be given by email, fax
or written letter to the number or address you provide.
You acknowledge that you have read this agreement and agree to all its terms
and conditions. You have independently evaluated this program and are not
relying on any representation, guarantee or statement other than as set forth in