This Reseller Agreement (the "agreement") is made between DianLe.COM PTE. LTD. ( "DianLe") and you, and is effective as of the date of your electronic online acceptance of the agreement. This Agreement governs the terms and conditions of your role as a DianLe Reseller and your ability to sell DianLe products and services to your own customers. Nothing in this Agreement shall be deemed to confer any right or interest on any third party.
In this Agreement, the term "we""Our" refers to DianLe and the terms "You", "Your" and "Reseller" refer to any person or entity that accepts this Agreement.
We reserve the right to change or modify this Agreement and any limitations or restrictions on the Reseller's policies or Services at any time, effective immediately upon posting to the DianLe Website. If you use the Reseller Agreement after such changes or modifications, you accept this Agreement and the revised version of the Reseller Policy. If you do not agree to comply, please stop using our service.From time to time, we may notify you by email of changes or modifications to this Agreement. Therefore, be sure to keep your account information up to date. We assume no liability or responsibility if you do not receive email from us because the email address you provide is inaccurate and not updated.
By accepting this Agreement electronically online, you signify that you have read, understood, and agree to this Agreement and all of our other related online agreements.
1.DEFINITION
Unless otherwise defined in this Agreement, the following terms shall have the following specific meanings:
1.1DianLe official website: refers to the Internet website with the domain name of DianLe.com.
1.2DianLe Account Number: refers to a series of digital certificates generated by DianLe according to the user's registration behavior. It is the identification of DianLe users to browse the website, purchase goods, use services, join the Reseller system and other activities on the DianLe website. Registration and use of DianLe accounts are subject to the DianLe User Service Agreement, Privacy Service Terms and other relevant terms and policies.
1.3DianLe Reseller: refers to the registered DianLe users who are authorized by DianLe to engage in distribution activities and enjoy the exclusive rights and interests of Resellers.
1.4Management Code: refers to the Management Code formulated by DianLe to regulate the Reseller's behavior and its subsequent revised version.
1.5An enterprise, commercial institution or organization that forms a commercial competition relationship with DianLe: refers to an enterprise, commercial institution or organization that meets one of the following circumstances: (1) It is in the same or similar commercial or technological field with DianLe;(2) The same or similar business scope as that of DianLe;(3) It is the same as or similar to the products, services or customer groups provided by DianLe;(Four) other circumstances stipulated by laws and regulations.
1.6Effective date: the day when the user successfully opens the Reseller account.
1.7Force majeure means an event beyond the reasonable control of the parties hereto, unforeseeable or unavoidable even if foreseeable, which makes it impossible for either party to perform all or part of its obligations under this contract. Such event includes, but is not limited to, government action, earthquake, typhoon, flood, fire or other act of God, war or any other similar event. In view of the special nature of the Internet, force majeure also includes the following situations that affect the normal operation of the Internet: 1) Hacker attacks;2）Major influence caused by the technical adjustment of the telecommunication department, excluding the losses caused by the party's mismanagement;(3) a temporary closure due to governmental control, unless the control is due to the fault of that party;4) Virus attack and epidemic situation.
1.8Laws of Singapore: Any existing and future laws, statutes, regulations and binding policies of Singapore.
1.9All days in this Agreement shall be calendar days and all business days in this Agreement shall be business days other than statutory holidays in Singapore.
2.REPRESENTATIONS AND WARRANTIES
In order to open a DianLe Reseller Account, you acknowledge, promise and warrant that:
2.1 Subject qualification. You undertake and warrant that you are qualified under applicable law to engage in transactions under this Agreement and that such transactions are within the scope of its business;At the same time, you have the sole right to enter into this agreement and perform the obligations based on this agreement.
2.2 You warrant that the execution and performance of this Agreement and the proposed conduct of business under this Agreement will not in any way violate the laws of Singapore, the laws of your country and the policies of ICANN.
2.3 You acknowledge and agree that Your Reseller Account is not transferable and cannot be sold.
2.4 Your activities as a Reseller shall not damage the overall market image of DianLe, nor shall you engage in vicious competition or other unfair competition with other Resellers, nor shall you engage in other acts harmful to the interests of DianLe. Your refund to the users and agents of the platforms you belong to shall not be higher than the refund to the users and agents from DianLe platforms. In case of any violation, DianLe shall have the right to terminate the agreement at any time and close your Reseller account upon discovery. If any loss is caused to DianLe as a result, you shall bear all responsibilities and compensate for all losses.
2.5 Accept this Agreement in its entirety and cooperate in accordance with the terms of this Agreement as mutually binding.
2.6 Accept the relevant norms and systems of DianLe Reseller system, including but not limited to qualification review, business guidance and training, compliance risk control audit, etc.
3.SERVICE FEE AND PRODUCT PRICING
3.1 You agree and acknowledge that DianLe will publicize the relevant fee standards and payment requirements on the relevant pages of the website (www.dianle.cc), and have the right to adjust the above standards and requirements according to business needs and market changes and other reasons;Or according to the market conditions at that time and their own business policies and other factors, formulate different service fee standards, preferential and promotional policies, etc.
3.2 If you have any objection to the charging standard and the notice of the fee settlement provided by DianLe, you shall promptly inform DianLe in writing and stop using all the services provided by DianLe;Otherwise, it shall be deemed that the user approves the notification content of the charging standard and expense settlement provided by DianLe, and both parties shall pay and settle the relevant expenses according to the notification content of the charging standard and expense settlement provided by DianLe.You agree that DianLe has the right to avoid litigation or arbitration for any disputes arising from the adjustment of fee standards and other matters, except as expressly provided by law.
3.3 You agree and acknowledge that the promotion and sale of the Authorized Products and Services shall be completed in strict accordance with the terminal price system of the relevant Authorized Products and Services formulated and published by DianLe;At the same time, you can enjoy the Reseller preferential policies formulated by DianLe and revised from time to time.
3.4 You agree and acknowledge that DianLe reserves the right to explain the above charging standards, notice of the fee settlement and other policies.
4.RIGHTS AND OBLIGATIONS OF BOTH PARTIAL
4.1RIGHTS AND OBLIGATIONS OF DianLe
4.1.1DianLe is responsible for that stability of the domain name service product and system.
4.1.2DianLe will provide you with technical consulting, financial consulting and compliance consulting support within your business to help you improve your business capabilities and broaden your business scope.
4.1.3During the term of the partnership, if DianLe is unable to contact you based on the contact information you left at the time of signing, DianLe has the right to deal with your customer's normal business.
4.1.4For the losses caused by DianLe's fault, we are only liable to you, and the compensation amount is calculated according to the total amount of the business amount.
4.1.5DianLe has the right to monitor your Reseller activities. You acknowledge that you independently enter into legal contractual relationships and obligations with clients in your own name and that DianLe does not enter into direct service relationships with your clients. For the disputes, disputes, losses, infringements and liabilities for breach of contract between you and your customers, they shall be settled by you and your customers themselves. DianLe shall not get involved in the disputes between you and your customer, nor shall it be responsible for any losses of your customer.Among them, DianLe reserves the right to pursue your liability for breach of contract and other liabilities for disputes arising from your exceeding the scope of cooperation or abusing the authority under this agreement.
4.1.6During the term of this Agreement or after the termination or rescission of this Agreement, You shall not provide any information or commercial materials related to DianLe's business, technology, product prices and other relevant information or commercial materials to the enterprises, commercial organizations or organizations that are in business competition with DianLe.
4.1.7DianLe formulates Reseller management standards and other systems according to relevant policies and regulations, regulatory requirements, market environment, Reseller system development and other factors, and makes corresponding modifications and adjustments to relevant standards and systems from time to time. DianLe shall manage and guide you and your account in accordance with the above norms and systems, and deal with your misconduct, breach of contract and other acts in accordance with this Agreement and relevant management norms.If DianLe is unable to continue to serve you due to your misconduct, breach of contract or other acts, DianLe has the right not to refund all fees paid by you, not to settle all commissions, etc.
4.1.8DianLe may, from time to time, adjust the sales price standard and commission percentage standard of the Authorized Products in accordance with its sales performance and financial conditions. The specific adjustment shall be subject to the notice issued by DianLe separately. You understand and accept this.
4.2 RIGHTS AND OBLIGATIONS OF RESELLER
4.2.1You should register your account on DianLe's official website and register true, valid and accurate information. Your account number is an important evidence for you to perform this Agreement and conduct business management and inquiry at DianLe. You shall keep your account number and password properly and be responsible for the security of your account number and password. You understand and agree that any operation of your account is your own behavior, and you shall bear the corresponding results and responsibilities accordingly.
4.2.2You promise and guarantee that the funds required for opening Reseller accounts and supporting your business activities are all legitimate income.
4.2.3The description, publicity, and promises made by you to any third party with respect to the DianLe Service shall not exceed the relevant usage agreement, rules, and any other promises, descriptions, and publicity with respect to its own service on the DianLe Website, otherwise you shall bear the legal liability arising therefrom.
4.2.4You can carry out marketing activities in the name of "DianLe Authorized Reseller". You are obliged to maintain DianLe's corporate image and service quality when you develop the market through marketing activities, advertising and other means.
4.2.5You shall abide by and implement the Reseller system policies, other business rules and various compliance requirements formulated by DianLe, and shall not violate the laws, regulations and industry policies of Singapore and the country where you are located, or infringe the data security of DianLe and its customers, otherwise you shall bear the corresponding liability for breach of contract.
4.2.6You acknowledge and agree that if your subordinate customers have enjoyed other preferential policies when using the services provided by DianLe, you will not get the corresponding commission. If your subordinate customers are not using other preferential policies, your commission will not be affected.
4.2.7The rights of DianLe to develop the market as a Reseller obtained by you under this Agreement shall not be able to counter the exclusive cooperation authorization granted by DianLe to other third parties for its product and service cooperation.
4.2.8You shall comply with and procure your subordinate customers to comply with all applicable laws, regulations, administrative rules, policies, regulatory requirements, etc. Of Singapore and your country;Not to make use of the resources and services provided by DianLe to produce, copy, upload, download, store, publish, disseminate or any harmful information prohibited by laws and regulations;Nor shall it provide any convenience for others to publish information content that violates national regulations and/or the terms of service.If you violate any relevant laws, regulations and policies, industry regulation or infringe the legitimate rights and interests of third parties, you or their direct customers shall bear the responsibility independently, and DianLe has nothing to do with it.
5. LIMITED LICENSE FOR THE APPLICATION PROGRAMMING INTERFACE
In connection with the Reseller Program conducted pursuant to this Agreement, DianLe hereby grants you a worldwide, non-exclusive, non-transferable license to use any and all software, inventions or other intellectual property contained in the DianLe Application Programming Interface. The purpose of the DianLe API is to allow you to use your own website to sell products and services to your own customers. Such access to the DianLe application programming interface may be subject to reasonable security restrictions that DianLe sometimes imposes. Such license shall automatically terminate upon termination of this Agreement.
6.INTELLECTUAL PROPERTY AND LICENSING
All computer programs, documents and information containing intellectual property information relating to the API will be used by you solely for the purpose of execution within the scope of this Agreement. You will not decompile, disassemble, or otherwise reverse engineer the API, or cause others to do so. You will not use any copyrights, trademarks, service marks or other intellectual property rights owned by DianLe or its affiliates unless specifically authorized by us.This Agreement does not grant you any license rights or any copyright, patent, trademark, service mark or other exclusive or license rights, other than the limited trademark license provided to you as an authorized reseller.
7.CONFIDENTIALITY
7.1 Confidential Information means any information disclosed directly or indirectly by either party to the other party in writing, orally or by inspection of a tangible object during the performance of this Agreement, referred to as "Confidential" or "Proprietary" Information.Provided by the Disclosing Party, including but not limited to Buyer contact information, technical data, marketing plans, software, source code, trade secrets, programming techniques, ranking techniques, fees, profits, methods of acquiring customers, competitive analysis, personnel information, financial data, affiliate related information and confidential information of the terms of this Agreement.The parties agree not to disclose the Confidential Information in any form to any third party, whether orally, electronically or in writing, and to use the Confidential Information only for the purpose of performing this Agreement. Unless the Confidential Information (I) has been in the public domain since the time of disclosure;(II) lawfully obtained from a third party without any obligation of confidentiality;(III) the Receiving Party lawfully knows and has no restrictions on the use or disclosure of such information prior to obtaining it from the Disclosing Party;（iv）Disclosed pursuant to a court order or to comply with the requirements of law, provided that the disclosing party promptly notifies the other party and takes reasonable protective measures.
7.2 The termination, cancellation and rescission of this agreement shall not affect the effectiveness of this agreement.
8.SPECIAL PROVISIONS ON THE ADMINISTRATION OF RESELLERS
8.1 Legal requirements, agreements, policies, and ICANN requirements. You agree to abide by our privacy policy in your dealings with customers and others, and to post a privacy policy on the home page of your Reseller website that is similar to our privacy policy requirements. You should also demonstrate the ICANN Registrant Rights and Obligations, the ICANN Registrar Assignment Dispute Resolution Policy, and other legal agreements and policies that we may provide from time to time.You further acknowledge and agree that you shall publish on your website;And ask your customers (when registering a domain name) to confirm and agree to the domain name registration and user services agreement we provide to you. You acknowledge and agree that the registration and use of domain names is governed in part by the rules and policies issued by the Internet Corporation for Assigned Names and Numbers ( "ICANN").These rules include a requirement that registrars retain certain registration and transaction information for three years and provide such information to ICANN in response to any review requests made by ICANN.
8.2 Fraudulent Transactions and Risk Control. If you commit fraud or lead and assist in customer fraud, including but not limited to misleading statements or false statements in domain name registration, management and transaction process, illegal sources of funds such as credit card theft, DianLe has the right to unilaterally terminate this Agreement and terminate cooperation, so you should bear any political responsibility and legal consequences caused by your actions.
8.3 Brand Maintenance. Reseller shall jointly maintain the brand image of DianLe, and shall not spread unfavorable and negative information of DianLe and its affiliated companies in various channels, otherwise DianLe shall have the right to terminate the cooperative relationship with Reseller, including but not limited to the termination of this Agreement and the closure of Reseller's account.
9.TERM AND TERMINATION
9.1 This Agreement starts from the date when you accept this Agreement to open the service function of the Reseller account, until the following situations occur, (I) one party's main qualification does not exist or disappears;(II) Your Reseller activities violate other service agreements, this agreement and future updated supplementary agreements;(III) Your violation of Singapore laws or regulations or ICANN policies;(IV) Violation of other applicable governing law requirements.
9.2 After the termination of this Agreement, You shall not engage in any marketing activities under the name of "DianLe Authorized Reseller", and if DianLe has issued relevant authorization certificates and documents to You, You shall return all originals and destroy all copies.
10.GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and construed and enforced in accordance with the laws applicable in Singapore, whether conflict of laws or otherwise, and any action relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore.
11.GENERAL
11.1 The failure of either party to exercise or promptly exercise any of its rights, powers or preferences under this Agreement shall not be deemed a waiver;Nor shall any separate or partial exercise of any right, power or priority preclude a subsequent exercise of any right, power or priority.
11.2 If any provision or portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provision or portion shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by law.
11.3 Notices, requirements, rules, policies and other documents arising under this Agreement will be published on the official website of DianLe, and shall be deemed to be known to You within fifteen (15) days after publication. Notice of violation may be sent to your account or contact email in the form of a letter or email.
11.4 The headings in this Agreement are for reference only and shall not affect the meaning and interpretation of any part of this Agreement.
