Sell on KA

KITCHEN ARENA

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MERCHANT. (Ping Edge Sdn Bhd )

BY SUBMITTING THE ONLINE APPLICATIONS

Overview
This agreement contains the complete terms and conditions that apply to you in becoming an affiliate in Ping Edge Sdn Bhd website which is kitchen-arena.com.my ‘s Affiliate Program . The purpose of this Agreement is to allow your products to display on Ping Edge Sdn Bhd ‘s website which is ( kitchen-arena.com.my) . Please note that throughout this Agreement, “ we “ “us “ and “ our “ refer to Ping Edge Sdn Bhd and “ you , “ “ yours “ refer to the affiliate.
Affiliate Obligations

2.1 To begin with the enrollment process, you will need to complete and submit the online application at our company’s website (kitchen-arena.com.my) under “How to be a seller”. The fact that we approve your application does not mean that we may not re-evaluate your application at a later time. We may also reject your application on our own discretion without assigning any reasons thereof. We may also reject your application if we are on our own discretion opine (of which our discretion will not be exercised arbitrarily) that your company is unsuitable for our Program, including but not limited if:
2.1.1 the products of your company incorporate any materials which will infringe or likely to infringe any third party’s copyright, trademark or other intellectual property rights;
2.1.2 the products of your company will infringe or likely to infringe or violate any applicable law or regulations;
2.1.2 You shall not or design your website or create any other website either through your-self or and other third party, in a manner that either explicitly or impliedly resembles our website or design your website in a manner which leads third party to believe that you are kitchen-arena.com.my or our affiliated company.
2.2 As a member of Ping Edge Sdn Bhd ‘s Affiliate Program, your newsletter & notification from Kitchen Arena.
2.3 You shall at all times observe and comply with all the intellectual property’s laws and other applicable laws in relation to your product. Prior written consent or permission must first be obtained to use any third party’s copyrighted material, be it a writing, an image, or any other copyrightable work. In no event that we shall be made liable or responsible for any of the damages or losses caused as a result of the infringement of any third party’s copyrighted material or any violation of the applicable laws and regulations.

Ping Edge Sdn Bhd rights and Obligations

On a quarterly basis, we may send out your product’s list for update on the price , model , specifications and photos whereby this notification will expire in two weeks from date notification is sent. If there is no response after the expiry of the aforesaid two (2) weeks’ period, a reminder will be sent to you. Failure to respond again may result in your products being removed from our website.
We reserve every rights to remove or reject the product displayed on our website of which our rights will be exercised carefully and diligently and will be only be exercised if:-
your product is defective;
your product is inherently dangerous;
your product fails to satisfy ordinary consumer expectations as to what constitutes as a safe product, or that the risks of the product outweigh its benefits or manufacturing process and usually involve poor-quality materials or shoddy workmanship in the course of the manufacturing the products and etc.
Poor delivery service [for continuously 3 times in a month] such as changing of delivery schedule without informing us may also result in termination to our affiliate program.
All requirements such as company profile and forms for displaying requirement needs to be completed under our Affiliate‘s program for registration and approval, if not we will not display your product on our website.
This Agreement will be valid upon our acceptance of your Affiliate application, and will continue to be valid unless terminated hereunder.

Termination

Either party herein may terminate this Agreement AT ANY TIME, with or without cause, by giving to the other party a [thirty (30) days] prior written notice of the same. The written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any occurrence of breach of any terms of this Agreement by you.

Promotion Restrictions

5.1 You are free to promote your own product, but naturally any promotion that mentions Ping Edge Sdn Bhd (kitchen-arena.com.my) could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Ping Edge Sdn Bhd. For example, advertising commonly referred to as “ spamming “ is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include multiple newsgroups at once.
5.2 Affiliate shall not transmit any so-called “ interstitials, “ “Parasiteware™” “Parasitic Marketing, “ “ Shopping Assistance Application,” “ Toolbar Installations and/or Add-ons, “ “ Shopping Wallets “ or “ deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Ping Edge Sdn Bhd ‘s site. (i.e., no page from our site or any kitchen-arena.com.my’s content or branding is visible on the end-user’s screen). As used herein a. “ Parasiteware™” and “ Parasitic Marketing “ shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email ; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search ( search engines being, but not limited, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines) ; (c) set commission tracking cookies through loading of Merchant site in Iframes, hidden links and automatic pop ups that open kitchen-arena.com.my’s site ; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing ; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application

DISCLAIMER

PING EDGE SDN BHD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PING EDGE SDN BHD SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THERERIN, ANY IMPLIED WARRANTIES OF PING EDGE SDN BHD ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF YOUR PRODUCTS ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR ANYCONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

You HEREBY represent and warrant that:

6.1.1 This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms ;
6.1.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party ;
6.1.3 You have sufficient right, title and interest in and to the rights granted to us in this Agreement.
6.2 You have sufficient right, title and interest in and to the rights granted to us in the Agreement.

Limitations of Liability

WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ( INCLUDING BUT WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) , EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PING EDGE SDN BHD CUMULATIVE LIABILITY TO YOU ARISING OUT OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID BY YOU UNDER THIS AGREEMENT.
Indemnification

You hereby agree to indemnify and keep Ping Edge Sdn Bhd indemnified and hold harmless Ping Edge Sdn Bhd, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions demands, liabilities, losses, damages , judgments, settlements, costs, and expenses ( including attorneys ‘s fees ) ( any or all of the foregoing hereinafter collectively referred to as “ Losses” ) insofar as such Losses ( or actions in respect thereof ) arise out of the foregoing or arise out of or are based on (i) claims that arise out of the infringement by you on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claims related to your site, including, without limitation, content therein not attributable to us. Or (iv) any claims relating to the personal injury or death that occur as a result of using your products.
Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclose by one party to the other during negotiation or the effective term of this Agreement which is marked “ Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such propriety information of the other party without express written permission of the disclosing party.
Consent

You hereby grant to us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute and adapt any and all of your Company’s Logo and name.
Intellectual Property Rights

11.1 You hereby represent and warrant that you are the owner or have lawful rights with respect to an patent, copyrights, trade secrets, trade marks, trade names, or other intellectual property rights, (the “IP rights”) used in conjunction with the Goods, the Content Material, and that we are not aware of any claims made by the third party with regard to any alleged or actual IP right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution, or use of the Goods or its own IP rights, and furthermore agrees by this representation to not infringe on the above mentioned rights directly or indirectly.
11.2 You will not be entitled to use any IP rights belonging to us without our’s prior written consent in writing. In particular, the Platform contains materials owned by, or licensed to us. These materials include but are not limited to the product information, photos, design, layout, look, appearance and graphics. Any reproduction thereof is prohibited.

Miscellaneous

12.1 You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Ping Edge Sdn Bhd.
12.2 Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of third party.
12.3 This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia without regard to the conflicts of laws and principles thereof.
12.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties however Ping Edge Sdn Bhd has the right to change may change, add, suspend, cancel remove or otherwise modify the services offered on this website at any time without prior notice.
12.5 This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
12.6 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
12.7 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.

Should you have any queries, please do not hesitate to contact the Kitchen Arena Support Team at the following address:

[email protected]

Latest update : 11 July 2017