Terms and conditions

PARTNERSHIP PROGRAMME
1.0 INTRODUCTION
1.1 This Partnership Programme Agreement (collectively the “Agreement”) is
made and entered into by and between Samurai 2K Aerosol Sdn. Bhd. ("we” or “SAMURAI”), and (ii) you (“Marketer” or “you”), the party who wishes to
become an Affiliate Marketer in Samurai 2K Aerosol Sdn. Bhd.’s Partnership
programme. The terms and conditions contained in this Agreement apply to
your participation in the Partnership programme and the utilisation of the
platform used for it, which is located at https://store.samuraipaint.jp/ (the
“Platform”). Samurai 2K Aerosol Sdn. Bhd. and the ________ shall each be
referred to as a “Party” or collectively as “Parties”. 1.2 By signing up to become our Affiliate Marketer, you agree that you have not
used any aliases or other means to mask your true identity or contact
information. 1.3 Upon enrolment, Affiliate Marketer will be provided with a unique
Partnership ID link (‘link’) and access to our Partnership dashboard, where
referral links and performance reports will be visible to the Affiliate Marketer. 2.0 TERMS AND TERMINATION
2.1 The Agreement shall commence on date on which it is accepted by the
Affiliate Marketer and shall continue thereafter until terminated as provided
herein. 2.2 You may terminate your participation in the Partnership programme at any
time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in the Partnership programme or this
Agreement at any time and for any reason which we deem appropriate with
or without prior notice to you by disabling the Links or providing you with a
written notice. 2.3 Upon termination of your participation in the Partnership programme or this
Agreement, you will immediately cease using the Links given including
SAMURAI intellectual property. You will also delete all Links given and will
cease representing yourself as Affiliate Marketer of SAMURAI. 2.4 In the event of violation of any term under this Agreement by the Affiliate
Marketer, we reserve the right to immediately terminate your participation in
the Partnership programme. 2.5 Violation of any term by Affiliate Marketer is inclusive but not limited to
involvement of Affiliate Marketer in fraudulent activities, any act of Affiliate
Marketer that jeopardizes reputation of our company, brand and products.
3.0 OBLIGATIONS OF SAMURAI
3.1 Subject to your continued compliance with the terms and conditions of this
Agreement, SAMURAI agrees as follows :-
(i) Upon completion of your application process to become our Affiliate
Marketer through our online registration form, our Marketing Coordinator
team shall review the application;
(ii) SAMURAI reserves the right to decline any application;
(iii) Upon approval, you will be provided with a unique Partnership ID link and
you will gain access to our Partnership Dashboard, where your referral
links and performance reports will be available;
(iv) For every eligible sale generated through your unique partnership link, you will receive a commission. The commission rate would fall between
5% to 15%, depending on the type of SAMURAI product which will be
specified in your partnership dashboard;
(v) Commissions will be disbursed solely for sales that are traced through
your unique partnership link and are generated within the 30 day cookie
duration as reflected in the dashboard; and
(vi) Commissions WILL NOT be paid on returned products, charge backs or
fraudulent transactions. 4.0 OBLIGATIONS OF AFFLIATE MARKETERS
(i) You agree to promote our company and/products in a positive manner;
(ii) You shall not engage in any deceptive, misleading or unethical marketing
practices, including but not limited to spamming, false advertising, or
unauthorized use of Intellectual Property;
(iii) You may share marketing materials posted on our social media platforms
i.e. Samurai Paint Malaysia & Samurai Service on your personal social
media accounts;
(iv) You may create your own video or content based on our products and
service and subsequently promote on your social media platforms;
(v) You may generate your own link for LIVE social media posts and share to
end-user by click on it. (vi) You may generate own coupons for marketing purposes. 5.0 INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
(i) In line with your participation in the Partnership programme, Non-exclusive, non-transferable, revocable right shall be given to you to utilize the
partnership-generated links and to access our website;
(ii) You are strictly prohibited from making any modifications, alterations, manipulations and/or creation of derivative works of the partnership
generated link provided or any SAMURAI graphics, materials owned by or
licensed to SAMURAI in any way;
(iii) Except as expressly stated herein, nothing in this Agreement is intended to
grant you any rights to any of SAMURAI’s trademarks, service marks, copy
rights, patents or trade secrets;
(iv) Confidential information. Except as otherwise provided in this Agreement or
with the consent of SAMURAI, you agree that all information, including, without limitation, the terms of this Agreement, business and financial
information, customer and vendor lists, and pricing and sales information, concerning SAMURAI or any of our affiliates provided by or on behalf of any
of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in
the Affiliate Marketing Program, except and solely to the extent that any such
information is generally known or available to the public through a source
other than you; and
(v) Affiliate Marketer shall not use any information obtained from the
Partnership programme to develop, enhance or operate a service that
competes with the Partnership programme, or assist another party to do the
same. 6.0 REPRESENTATIONS, DISCLAIMERS AND INDEMNIFICATION
6.1 Representations and Warranties: You hereby represent and warrant that this
Agreement constitutes your legal, valid, and binding obligation, enforceable
against you in accordance with its terms.
6.2 Indemnification. Affiliate Marketer hereby agrees to indemnify, defend and
hold harmless SAMURAI and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and
agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable
attorneys' fees and costs) under this Agreement. 6.3 Limitations of Liability. SAMURAI shall not be held liable for any unavailability
or inoperability of the links, technical malfunction, computer error, corruption
or loss of information, or other injury, damage or disruption of any kind
beyond reasonable control of SAMURAI. SAMURAI shall not be held liable for
any indirect, incidental, consequential, personal injury/wrongful death, special or exemplary damages, including but not limited to, loss of profits or
loss of business opportunity, even if such damages are foreseeable, regardless
advice of such possibility have been given or not by SAMURAI. 7.0 MODIFICATIONS
7.1 SAMURAI reserves the right to modify any of the terms and conditions of this
Agreement at any time by providing you with a notification. 7.2 The changes shall be effective three (3) working days after such notice is
furnished to you. If the modifications are unacceptable to you, you may
terminate this Agreement. 7.3 In the event your participation in the Partnership programme remain
uninterrupted, three (3) working days after the said notice is provided to you, that shall constitute your acceptance of such change. 7.4 SAMURAI reserves the right to change, suspend or discontinue the Links or
remove, alter, or modify any tags, text, graphic or banner ad in connection
with Links. 7.5 Affiliate Marketer agrees to promptly implement any request from SAMURAI
to remove, alter or modify any Link, graphic that is being used as part of the
Affiliate Marketing Program. 8.0 GENERAL
8.1 Remedies. In addition to any other rights and remedies available to us under
this Agreement SAMURAI reserves the right to delete any actions submitted
through your Links and withhold and freeze any unpaid Commissions or
charge back paid Commissions to your account if :-
(i) SAMURAI determines that you have violated this Agreement;
(ii) SAMURAI receives any complaints about your participation in the
Partnership programme Program which SAMURAI reasonably believes have
violated this Agreement or
(iii) any Qualified Action is later determined to have not met the
requirements set forth in this Agreement or on the Partnership programme
Program. Such withholding or freezing of Commissions, or charge backs for
paid Commissions, shall be without regard as to whether or not such
Commissions were earned as a result of such breach. 8.2 In the event of a material breach of this Agreement, SAMURAI reserves the
right to disclose your identity and contact information to appropriate law
enforcement or regulatory authorities or any third party that has been
directly damaged by your actions. 8.3 Fraud. You are expressly prohibited from using any persons, means, devices
or arrangements to commit fraud, violate any applicable law, interfere with
other Affiliate Marketers or falsify information in connection with referrals
through the Links or the generation of Commissions or exceed your permitted
access to the Affiliate Marketers Program. Such acts include, but are in no way limited to, using automated means to
increase the number of clicks through the Links or completion of any required
information, using spyware, using stealware, cookie-stuffing and other
deceptive acts, click bait or click-fraud. SAMURAI shall make all
determinations about fraudulent activity in its sole discretion. 8.4 Independent Investigation. You acknowledge that you have read this
Agreement and agree to all its terms and conditions. You have independently
evaluated the desirability of participating in the Partnership programme
Program and your participation in the Partnership programme is not based on
any representation, guarantee or statement other than as set forth in this
Agreement. 8.5 Disclaimers. The Partnership programme, links, products and services
provided in connection therewith are provided to Affiliate Marketer on “as is” basis. Except as expressly provided in this Agreement or modifications that
may be made as reflected in Clause 7.0 , SAMURAI expressly disclaims all
warranties, express, implied or statutory, including but not limited to implied
warranties of merchantability, fitness for a particular purpose, and
noninfringement and any warranties arising out of course of dealing, usage or
trade. SAMURAI does not warrant that the Partnership programme or links will meet
the Affiliate Marketer’s requirements or that the operation of the Partnership
Programme or links will be completely error-free or uninterrupted. SAMURAI
expressly disclaims any liability for any act or omission of a client or their
product or services. 8.6 Governing Law & Miscellaneous
(i) This Agreement shall be governed, construed, and enforced in accordance
with the laws of Malaysia. Any disputes arising out of or in connection with
this Agreement shall be resolved by arbitration in Malaysia in accordance
with the Kuala Lumpur Regional Centre for Arbitration (the "KLRCA"). (ii) The Parties shall comply with all applicable laws, statutes, regulations and
codes relating to anti-bribery and anti-corruption. This Agreement shall be
read together with notice provided (if any) as reflected in Clause. (iii) The Affiliate Marketer agrees that SAMURAI shall not be subjected to or
bound by any Affiliate Marketer insertion order or online terms and
conditions that amend, conflict with or supplement this Agreement, regardless of whether SAMURAI "clicks through" or otherwise indicates its
acceptance thereof. Affiliate Marketer may not assign all or any part of this
Agreement without SAMURAI's prior written consent. (iv) SAMURAI may assign this Agreement at any time with notice to Affiliate
Marketer. This Agreement will be binding on and will inure to the benefit of
the legal representatives, successors and valid assigns of the parties hereto. The provisions of Sections 5.0 (Intellectual Property and Confidential
Information), 6.2 (Indemnification), 6.3 (Limitations of Liability), 8.1
(Remedies), 8.3 (Fraud), 8.5 (Disclaimers), and 8.6 (Governing Law) shall
survive the termination of this Agreement. (vi) Except as set forth in the "Modifications" Clause above, this Agreement may
not be modified without the prior written consent of both parties. If any
provision of this Agreement is held to be void, invalid or inoperative, the
remaining provisions of this Agreement shall continue in effect and the invalid
portion of any provision shall be deemed modified to the least degree
necessary to remedy such invalidity while retaining the original intent of the
parties. (vii) Each party to this Agreement is an independent contractor in relation to the
other party with respect to all matters arising under this Agreement. Nothing
herein shall be deemed to establish a partnership, joint venture, association
or employment relationship between the parties. No course of dealing nor
any delay in exercising any rights hereunder shall operate as a waiver of any
such rights. No waiver of any default or breach shall be deemed a continuing
waiver or a waiver of any other breach or default. (viii) Neither Party shall be liable for any failure or delay in performance caused by
circumstances beyond its reasonable control (including but not limited to
natural disasters, riots, insurrection, war, terrorism, fire, or public regulations)
(“Force Majeure”). Either Party may immediately terminate this Agreement
by providing written notice if the effects of a Force Majeure extends beyond
thirty (30) days. (ix) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute
one and the same agreement. (x) By continuing to sign up and participate in the Partnership programme
Program, you affirm and acknowledge that you have read this Agreement in
its entirety and agree to be bound by all of its terms and conditions. If you do
not wish to be bound by this Agreement, you should not sign up for and
participate in the Partnership programme Program.