China Guide Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the China Guide Affiliates Program (the "Program") in connection with china-guide.com. As used in this Agreement, "we" means China Guide Corporation (owner of china-guide.com web site), "you" means the applicant, and "merchandise" means any item offered for sale by china-guide.com. "Site" means a World Wide Web site and, depending on the context, refers either to china-guide.com's site or to the site that you will link to our site.

To begin the enrollment process, you must create new account and complete the above affiliate information. An email notification will be sent to us when your account is created. Each affiliate logs in with a unique name, so when a shopper comes to our site through an affiliate, the affiliate's login name is included as part of the HTML link.

As a China Guide Affiliate, we will make available to you on your Site banners, buttons, icons, text links, and other items ("Links"), which are subject to the terms and conditions hereof. These items, along with links to other areas of our Site, will be made available to you through our affiliate program. You may post as many Links to the Required URLs and the rest of our Site on your Site as you like, specially, give various link texts that best fit your site's subject and categories. The position, prominence and nature of Links on your Site shall comply with any requirements specified by us, but otherwise will be in the discretion of you.
You agree to promptly implement any request from us to remove, alter or modify any graphic or banner ad posted by us that is being used by you.
You agree not to make any representations, warranties or other statements concerning us, our Site, any of our products or services, or our Site policies, except as expressly authorized by us.

We shall have the sole right and responsibility for processing all orders made by Customers. We will prepare order forms; process payments, cancellations, and returns; and handle customer service. You acknowledge that all agreements relating to sales to Customers shall be between us and the Customer.
We shall be responsible to you for reporting, maintaining or retaining any information in connection with, relating to or arising out of this Agreement including, without limitation, Net Sales. Your request for any such information shall be directly sent to us.

In china-guide.com affiliate program Commission Percent of Order, the percent per completed, invoiced Order an affiliate receives is calculated by Subtotal. "Subtotal" is the basket total, which does not include shipping and tax. For purposes of this Agreement, we agree to pay you a commission of 15% on Net Sales to customers who come to our Site through your site/link and purchase merchandise. "Net Sales" shall mean the amount invoiced to the customer minus shipping and handling charges, discounts, mark downs, sales tax, product returns, bad debt and collection expenses and credit card fraud. Paid commission for bad sales should be chargeback.

If during any month of the Term of this Agreement your commissions earned do not exceed twenty dollars ($20.00), then you shall not be entitled to receive any commissions during the applicable month. Thereafter, you will be paid commissions at the end of the month during which your aggregate commissions earned during each successive period exceed twenty dollars ($20.00). At such time, you will be paid all commissions you would have otherwise been entitled to had your commissions exceeded twenty dollars ($20.00). We will send you a check for the commissions earned on merchandise shipped during this time period and a statement of activity for the calendar month approximately thirty (30) days following this time period.

Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
We grant you a revocable, non-exclusive, license to use the name, logos, trademarks, service marks, trade dress and proprietary technology on your Site solely for the purpose of creating links from your Site to china-guide.com's Site during this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by you solely for co-branding purposes or as a return link from our Site to your Site. We will remove such graphic or banner ad upon your request.

Customers who buy products through this Program will be deemed to be customers of china-guide.com. Accordingly, all china-guide.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our pricing policies. Product prices and availability may vary from time to time due to special promotions, discounts, data errors, etc. Because price changes affect products that you already have listed on your Site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site. Among other things, this includes ensuring that reviews, product descriptions, and articles on your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

The Term of this Agreement will begin upon our acceptance of your Program application and last until the Agreement is terminated by either party. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party via email. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new Agreement on our Site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE ENGAGEMENT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's Site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; or (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ENGAGEMENT OR ANY MERCHANDISE SOLD THROUGH THE ENGAGEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF CHINA-GUIDE.COM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

You hereby agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of your Site.
We hereby agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of our products.

In no event shall we be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Engagement will not exceed the total commissions paid or payable to you under this Agreement.

Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in New York. If you need to send official correspondence, send it via certified mail, return receipt requested to our headquarter to the attention of our legal department.

China Guide Corporation
Attn: Legal Department
17805 Jewel Ave
1st Floor
Fresh Meadows, NY 11365

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ENGAGEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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.