Shoplazza Marketing Activities Terms

Last updated on: October 28, 2024

You acknowledge and accept the following terms, along with the annexes attached (collectively, the “Terms”), including Shoplazza Partner Program Agreement (the “Partner Terms”) and Marketing Collaboration Agreement executed by Shoplazza and you separately, which are incorporated herein by reference, which constitute the entire agreement between Partner and Shoplazza with respect to the Marketing Activities. In case of any conflict between these Terms and Partner Terms, these Terms shall prevail only within the scope of Marketing Activities. 

Shoplazza reserves the right to update and change these Terms for any reason by posting updates and changes to the Shoplazza website, and such amendments to these Terms are effective as of the update date. You are advised to check these Terms from time to time for any updates or changes that may impact you. If you do not accept such changes/amendments, you must contact us via the contact information in the Marketing Collaboration Agreement immediately. The definitions given in Partner Terms shall apply to these Terms unless otherwise stipulates in these Terms or the context requires a different interpretation.

1. Marketing Activities. Pursuant to the applicable Marketing Collaboration Agreement, the Marketing Activities implemented by Shoplazza are referred to as the “Shoplazza Marketing Activities”, the Marketing Activities implemented by Partner are the “Partner Marketing Activities”.
2. Your Obligation
    

   2.1 Unless otherwise specified in the Marketing Collaboration Agreement, Partner will bear all costs and expenses related to the Marketing Activities conducted.

   
   2.2 In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations, directives and requirements that Shoplazza deem necessary.
   
   2.3 Unless otherwise specified by Shoplazza, Partner will not engage in any marketing activities in connection with Shoplazza or Shoplazza Related Entity, including but not limited to through online and offline methods such as fax, broadcast, telemarketing, SMS/text message email communications, social media or video platforms.
3. Data Protection
   
   3.1 To the extent applicable under the Marketing Collaboration Agreement, Partner acknowledge and agree that it will be solely responsible for: (i) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Shoplazza for marketing purposes); (ii) ensuring it have the right to transfer, or provide access to, the Personal Data to Shoplazza for Processing in accordance with the co-marketing purpose.
   
   

   3.2 In the case of lead generation contained in the Shoplazza Marketing Activities, Shoplazza may share the prospect information it collects during the campaign with you only if you:

   1. Comply with all applicable data protection laws and regulations, and only process such information according to applicable data protection laws and regulations; and
   2. Use such information in good faith and only for legitimate marketing purposes; and
   3. Take appropriate technical and organizational measures against unauthorized or unlawful processing of such information and against accidental loss or destruction of or damage to such information.
      
      

   For the avoidance of doubt, in no event shall Shoplazza be liable for any use or processing of such information by you.

   
   

   3.3 In the event that Partner has a list of emails where the individuals or entities on the list have expressly elected to receive emails from Partner (the “Opt-in List”), Partner may make a written request to Shoplazza to send emails regarding the offering of Shoplazza and Shoplazza Related Entities to the individuals or entities on the Opt-in List (and Shoplazza may, in its sole discretion, allow Partner to send such emails). Unless Partner has secured the applicable Merchant’s consent first, Partner will not email any Merchant whose email address they have received via Shoplazza.

   
   

   Without limiting the generality of the foregoing, Partner will (i) not send any email regarding Shoplazza or Shoplazza Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Shoplazza, Shoplazza Related Entities, the Service or the Shoplazza platform; and (iii) not imply that such emails are being sent on behalf of Shoplazza or Shoplazza Related Entities.

4. Notices. All notices under these Terms shall be in writing and shall be delivered to the contact addresses specified in the Marketing Collaboration Agreement, or to any other address that may be updated from time to time in accordance with these Terms.
5. Governing Law and Dispute Resolution. These Terms will be governed by and interpreted in accordance with the governing law of Partner Terms.
6. Language. In case of any inconsistency between the Chinese and English versions of this Agreement, the most current English version shall prevail.
   

Annex A - Additional Terms to Shoplazza Marketing Activities

A.1. All fees for the Shoplazza Marketing Activities are non-refundable. Any delay in payment will result in late payment penalty as maximum permitted by applicable laws and regulations, as well as any reasonable costs incurred by Shoplazza to collect such payments, including but not limited attorney fees.

A.2. All promotional materials provided by Partner (the “Partner Materials”) shall comply with applicable laws and regulations, as well as any applicable codes and rules imposed from time to time by third parties, such as the management of the event, or Shoplazza. For avoidance of doubt, in any event, Shoplazza makes no guarantee, warrant or endorsement on the legality and availability of any Partner Materials, whether or not it is rejected. All liability for displaying, using, and publicizing Partner Materials shall be borne by Partner. Shoplazza bears no responsibility for any errors or defects that appear in the final version of Partner Materials approved by Partner. Shoplazza shall be entitled to compile, reorganize, place, and present Partner Materials in such manner as it deems reasonable, provided that it does not alter the main content of it. To provide the Shoplazza Marketing Activities, Partner hereby licenses Shoplazza to use, display, publish, advertise, and promote Partner Materials, or any content containing Partner Materials, to the extent that follows these Terms.

A.3. Partner grants to Shoplazza a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and license to use and display in any manner Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights related to Marketing Activities.

A.4. To the extent permitted by applicable laws and regulations, Shoplazza’s entire liability for the Shoplazza Marketing Activities provided shall be limited to the fees received under the applicable Marketing Collaboration Agreement for the Shoplazza Marketing Activities not already provided.

Annex B - Additional Terms to Partner Marketing Activities

B.1. Notwithstanding anything to the contrary, if any Partner Marketing Activities are not properly provided, Partner shall refund the amount paid by Shoplazza and within the period specified in the notice provided by Shoplazza. If any part of Partner Marketing Activities has not been consumed properly or entirely, without affecting the aforementioned right to refund, Shoplazza also reserved the right to reallocate any unconsumed Partner Marketing Activities to other marketing initiatives or campaigns.

B.2. Partner agrees that any intellectual property provided by Shoplazza will remain the sole property of Shoplazza, including but not limited to Shoplazza Trademark, Shoplazza Creative, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential information, or trade secrets, and the use of such materials shall be limited solely to the purpose of the applicable Marketing Collaboration Agreement. Partner will refrain from using such intellectual property upon the termination or expiration of the applicable Marketing Collaboration Agreement.

B.3. Unless otherwise agreed, all products created by Partner will remain the exclusive property of Shoplazza, as long as it is relevant to the performance of Partner Marketing Activities set forth in the applicable Marketing Collaboration Agreement.

B.4. Partner hereby warrants, represents and guarantees to Shoplazza that:

1. It has all rights, licenses, and permissions needed to provide Partner Marketing Activities and any material and information used therein; 
2. Neither Partner Marketing Activities provided under the applicable Marketing Collaboration Agreement, nor the provision or use of it, will infringe, misappropriate, or violate any third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules, or regulations; and
3. Shoplazza shall not be a party to or be liable for any dispute initiated by a third party as a result of Shoplazza’s use of Partner Marketing Activities, and Partner shall defend and hold Shoplazza harmless from such dispute.