Welcome to participate in the D5 Affiliate Program.
Please read this Agreement carefully. This Agreement is entered into by and between you and D5 Inc. concerning the promotion of D5 Pro product. Once you click the “I have read and agreed to the D5 Affiliate Program User Agreement” button, the Agreement shall be legally binding on you.
Article 1 Definition
D5: refers to D5 Inc.,as Party A hereof.
You: refers to the member who voluntarily join the D5 Affiliate Program, and agree to promote Party A's products according to this Agreement, also "D5 Affiliate", as Party B hereof.
D5 Affiliate Program: a member organization that promotes D5 Pro pursuant to this Agreement.
Product(s): D5 Pro subscription sold on D5’s official website.
Article 2 Rights and Obligations of the Parties2.1 D5's rights and obligations
D5 is responsible for ensuring product development, subscription and quality management.
2.2 Your rights and obligations
You are willing to be a member of D5 Affiliate Program and promote the Products, and are willing to be bound by this Agreement.
2.2.1 You shall carry out promotional activities only of Products. You have no right to represent D5 on any occasion without the written authorization or recognition of D5. The terms "official authorization", "agency" and "distribution", etc. which may mislead consumers to believe that you have been authorized by D5 shall not be used in any relevant promotion information. It is necessary to follow the official price system and not reduce the price of the Products by sharing the commission with clients, giving away gifts, etc. As soon as you are found to be cheating, you will be subject to the treatment specified in below Article 2.2.6, Section4 of this Agreement.
2.2.2 You shall ensure the legality of your promotional activities in form and content. Your promotion channel/promotion content shall not include:
1) Spreading rumors, disturbing social order and damaging social stability;
2) Disseminating obscenity, pornography, gambling, violence, murder, terror or abetting crimes;
3) Insulting or slandering another person or infringing upon the legitimate rights of others;
4) Content that contains racial discrimination or attacks against any individual, group or organization;
5) Content of hacking or cracking;
6) Content of gambling or gambling related activities;
7) Content of prohibited drugs and utensils;
8) Sales or publicity of prescription drugs;
9) Sales of tobacco or tobacco related products;
10) Selling weapons or ammunition (such as guns, gun parts, fight knives or stun guns);
11) Sales of copies or counterfeits of brand-name goods;
12) Sales or distribution of term reports or student papers;
13) Infringing or suspected of infringing on the intellectual property rights of others, including but not limited to patent rights, trademark rights and copyrights;
14) Infringing on the contents of other people's business secrets;
15) Appropriating the contents of others' websites in any way;
16) Containing deceptive content;
17) Content that is prohibited by laws and regulations, administrative rules and regulations, publicity of illegal activities or infringing upon the legitimate rights and interests of others.
2.2.3 You undertake to carry out promotional activities according to D5's requirements and shall not adopt the following promotion methods:
1) promoting through the use of spam in BBS (bulletin board systems)/pasted message areas and any page comment areas;
2) promoting by sending spam or text messages;
3) disseminating spam information through Facebook, Twitter, Instagram and any other social media;
4) promoting by establishing a blog, community, website, site group, and other online media with identity characteristics;
5) promoting through search engines (including but not limited to Google, Yahoo, Bing, etc);
6) disseminating product information through e-commerce platforms (including but not limited to Amazon, eBay, Taobao etc.).
7) promoting on third party websites or coupon websites and other similar channels.
D5 reserve the right to reduce the commission on your distribution account if your promotion is found to be in violation of the above prohibitions. In serious cases, D5 reserve the right to disable your distribution account at its sole discretion.
2.2.4 Creative advertisements made outside the promotion website of D5 Affiliate Program are your personal behavior which has nothing to do with D5. If the pictures, words, or music in the advertisements infringe upon any third party’s intellectual properties, you shall bear all the responsibilities for infringement and any other damages.
2.2.5 If any adverse effect is caused to D5, including but not limited to damaging D5's reputation or brand images, bringing any third party's tort complaints and/or litigation disputes, disclosing any information of D5 that has not been publicized, due to your fault, you shall bear the liability to compensate.
2.2.6 If you promote any Products through the promotional activities of the D5 Affiliate Program within the scope permitted by this Agreement, you may receive relevant commission.
1) Basic principle of commission calculation: Commission base refers to the actual transaction price when the Product is successfully purchased ( shall exclude prepaid taxes subject to end consumers' payment); Refund or return orders are invalid and the commission will not be granted. Orders placed with coupons, promo codes and other additional discounts (outside of D5 storewide promotions) are invalid and the commission will not be granted. Orders with the same affiliate and order account details will be invalid.
2) How to earn commission: You can get promotional codes and links of the D5 Affiliate Program to www.d5render.com, and end consumers can purchase D5 Pro from www.d5render.com through your promotion link;
3) Commission calculation: The commission shall be equal to the final price of the subscriptions multiplied by the commission percentage. Handling fees charged by banks or Paypal will be deducted from your final commission;
4) Cheating: If D5 determines that you have conducted illegal promotion, D5 shall have the right to refuse to pay the commission of the withdrawal month and/or the month when violation takes place. If D5 has already paid the commission, you shall return the full amount of commission back to D5. If you have any objection about the result, you shall provide evidence to prove that your promotion behavior complies with this Agreement, including website address of promotion links on the location of the websites and web page screenshots, etc. D5 reserves the right to make decisions independently on the evidence.
2.2.7 Product prices. You shall carry out the promotion according to the Product prices of the D5 official website (www.d5render.com); your retail price shall not violate D5's overall price strategy without the written permission of D5.
Article 3 Intellectual Property Rights
3.1 You shall not register or apply for registration of a name or domain name containing the D5 brand name, including but not limited to company name of D5 (full name, abbreviation), promotion channels, trademarks and any other intellectual properties; domain name refers to the domain name of all websites owned by D5, including but not limited to marketing channels. At the same time, the following situations shall not occur when you make use of the name and domain name:
3.1.1 using the name or domain name that contains D5 inc., D5 brand or that may mislead consumers;
3.1.2 using the name or domain name intending to indicate or reflect a relationship with D5 inc., D5 or its management (for example: equity/control relationship, joint venture/partnership, interpersonal relationship, agency relationship, alliances and strategic partnerships, etc.); Main features: using domain name, name or combination related to or similar withD5 inc. or D5 and/or its management, etc.; For example: buyD5.com, D5plus.com;
3.1.3 using the name and domain name with malicious denigration ofD5 inc. or D5 website and/or its management;
3.1.4 using a name or domain name that is apt to be controversial;
3.1.5 using any other name or domain name that may cause harm to the rights and interests of promoted customers, affect user experience, adversely affect D5 alliance cooperation, adversely affect products or relevant brands of D5 inc. or D5, constitute unfair competition or infringement of D5 Inc. or D5, or infringe any legitimate rights and interests of the name and domain name of D5 inc. or D5.
3.2 You shall not violate the rights and interests of any third party in your promotional activities; otherwise, you will take full responsibility. If D5 suffers losses due to your improper behavior, you shall indemnify D5 for losses, including but not limited to third-party claims, fines, attorney's fees and litigation costs.
Article 4 Term, Amendment and Termination of the Agreement
4.1 D5 may at any time modify this Agreement (including adjustment of the commission percentage) at any time as the business evolves and post the modification on D5 Affiliate Program sites (www.d5render.com/d5-affiliate-program) or notify you by any other means; you shall check it in a timely manner. If you do not agree to the relevant modification of this Agreement, the D5 distribution promotion and this Agreement shall be terminated immediately. If you continue to use the D5 Affiliate Program service, it shall be deemed that you consent to the modification of this Agreement.
4.2 Any intended amendments proposed by you shall be submitted to D5 in writing and negotiated by D5 and you thereby.
4.3 During the effective period of this Agreement, if any Party fails to correct the following material breach after 3 days of its occurrence, the other Party shall be entitled to notify the breaching Party in writing to terminate this Agreement and claim relevant losses:
4.3.1 making false promises or providing false information in relation to this promotion;
4.3.2 you violating this Agreement to promote the Products at a low price, or through D5's determination, the illegal promotion behavior has been conducted by you;
4.3.3 any delay of payment under this Agreement by any Party.
Article 5 Other Terms and Conditions
5.1 Confidential information
5.1.1 You shall not crack, copy or transfer the Products to any third party. You shall try your best to protect D5's intellectual properties and ensure that the Products are not decoded in any way;
5.1.2 If the business secrets of D5 have not been made public legally, you shall not disclose the trade secrets of D5 which are informed to you due to the signature, execution, or performance of this Agreement, nor shall you use such trade secrets beyond the scope of this Agreement.
5.2 Dispute Resolution
5.2.1 The interpretation, performance and dispute settlement of this Agreement shall apply to the laws of where D5 Inc. is located.
5.2.2 If any dispute arises during the performance of this Agreement, both Parties shall resolve it through negotiation. If negotiation fails, either party shall have the right to file a lawsuit to the People's Court with jurisdiction where D5 Inc. is located. Except specific stipulation in the effective judgment of the court, all the litigation expense and attorney's fees shall be borne by the losing Party.
5.2.3 The terms of the Agreement unrelated to the disputed clause remain in force during the settlement of the dispute.
5.2.4 The right of interpretation of this Agreement is owned by D5.