* //Piano Studio Network program affiliate agreement//
This affiliate program is provided by Harmonie.R (hereinafter referred to as Party A), and participants applying to join this program are referred to as Party B. Party B is requested to carefully read this agreement. Once Party B's application is successful, it signifies Party B's intention to join this affiliate marketing program, and Party B must fully agree to and be willing to abide by the terms and conditions in this agreement.
I. Cooperative Mode:
Both Party A and Party B operate under a cooperative model, and there is no employer-employee relationship between them. No provision contained in this agreement may be extended to create any employer-employee relationship, nor shall it be subject to any regulations or laws concerning employers and employees, including but not limited to the Labor Standards Act.
II. Cooperation Mode:
1. Party B shall apply to participate in the affiliate marketing cooperation program on the official website, submitting accurate information and providing relevant personal data through forms, emails or other means after registration, and agree to Party A's issuance and use of marketing incentive funds.
2. If the piano studio is located in Hong Kong: Both parties shall fulfill their data protection responsibilities in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). If the piano studio is located in Macau: Both parties shall fulfill their data protection responsibilities in accordance with the provisions of the Macau Personal Data Protection Ordinance (Law No. 8/2005). After obtaining the other party's personal data, either party may only use such data to the extent necessary for the performance of this Agreement and directly related to this cooperation, and shall take reasonable and appropriate technical and management measures to prevent unauthorized access, use, disclosure, modification or loss of the data. Neither party may use such data for any other purpose without the other party's express written consent, including but not limited to resale, transfer or commercial use.
3. After Party A completes its verification of Party B's identity and related information and confirms that everything is correct, Party A must notify Party B in writing (including but not limited to email) for the establishment of a formal cooperative relationship between the two parties. If Party A has not yet completed the above verification process, the cooperative relationship between the two parties will not be legally effective, and any marketing or promotional activities carried out by Party B during this period will not be considered as authorized or approved by Party A, nor will they constitute any legal or commercial liability to Party A.
4. After Party B completes registration and Party A verifies its accuracy, Party A will provide Party B with a unique discount code via SMS every quarter for Party B's marketing promotion and brand exposure purposes. This discount code is for Party B's sole use in accordance with the contract terms and may not be transferred, modified, or used for any other purpose without Party A's written consent.
5. During the term of this contract, Party B shall place the promotional signboard provided by Party A in a prominent position on the piano and ensure that the signboard is not obstructed or blocked in any way, for marketing and promotional purposes. Failure to place the signboard in the manner described above shall not be deemed as fulfillment of Party B's contractual obligations, and Party A reserves the right to pursue relevant liabilities.
III. Calculation method for marketing incentives:
1. For any consumer who successfully uses Party B's exclusive discount code and completes a purchase transaction at checkout, the actual amount paid will be used as the basis for calculating Party B's marketing reward. This amount does not include any cancelled, refunded, or incomplete transactions.
2. The discount codes provided by Party A have a limited validity period and a maximum quantity limit. As long as consumers actively use the discount code and complete the transaction within the validity period, the amount paid will be included in Party B's revenue. The specific validity period, applicable conditions, and quantity limits of the discount codes shall be subject to the content announced by Party A from time to time or notified to Party B in writing, and Party B shall not raise any objections.
3. The currency for marketing incentives shall be designated according to the local law of the region where the piano studio is located.
4. Party A will calculate and pay Party B's marketing incentive based on the actual turnover generated by Party B's exclusive discount code as stipulated in the foregoing terms, according to the reward ratio (or fixed profit sharing amount) announced by Party A from time to time or notified in writing. For example, if the total turnover completed through Party B's exclusive discount code in a certain month is HKD or MOP 480, and the applicable reward for that period is a fixed amount of HKD 6.5 for a certain product, then Party A shall pay Party B HKD or MOP 65 as the marketing incentive for that month. This reward ratio is subject to change and is subject to Party A's final announcement or notification, and Party B shall not object.
5.If a consumer completes a purchase without using Party B's exclusive discount code, the transaction will not be included in Party B's marketing reward calculation. All marketing reward calculations are based on data automatically recorded and compiled by Party A's system backend, and neither party may deny or dispute the accuracy of such data for any reason.
6. If a consumer requests a refund or cancels an order for a completed transaction, the marketing bonus corresponding to that order will not be calculated. If the bonus has already been paid to Party B, Party A has the right to deduct the corresponding amount directly from the marketing bonus payable to Party B in the next settlement period, and Party B agrees not to object.
IV. Marketing Incentive Payment:
1. Settlement period:
Party A will settle Party B's marketing incentives monthly, and will compile statistics on the last day of each month or another settlement date designated by Party A. This settlement period covers all valid transactions from the first to the last day of the month, based on data recorded in Party A's system backend. Party A reserves the right to adjust the settlement period as needed for operational purposes, but such adjustments will only take effect upon written notification to Party B.
2. Payment method:
Party A will disburse the marketing bonus to the designated bank account provided by Party B based on the monthly settlement results. All bank transfer fees shall be borne by Party B. Party A will prepare a payment invoice based on the actual bonus amount payable and send it to Party B by email for confirmation. Party B shall complete the verification within three (3) working days after receiving the invoice. Failure to raise any objection within the time limit shall be deemed as confirmation that there is no error.
a. Payment Date: Monthly marketing bonuses will be paid on the 24th of the following month; if that day is a public holiday, it will be postponed to the next working day. For example, the marketing bonus for January will be settled on January 31st, and if the amount is $100 or more, it will be paid on February 24th. If Party A needs to adjust the payment date, it must notify Party B in advance by email and fully communicate with Party B regarding the relevant arrangements. Party A must ensure that Party B's best interests are not harmed. Final Settlement: Party A will conduct a final settlement at the end of June and December each year. If the accumulated marketing bonuses during this period are less than $100, Party A must still pay them to Party B on the above-mentioned payment date after settlement, and shall not delay or default on the payment in any way.
b. Payment Terms: The minimum amount for marketing bonuses is $100. If Party B's bonuses do not reach this threshold in a single settlement period, they will automatically accumulate to the next period. Party A shall not deduct, delay, or cancel any payable bonuses for any reason or without Party B's written consent.
c. Documents Required: Upon commencement of the cooperation, Party B shall provide Party A with the necessary documents required for fund disbursement, including but not limited to: Party B's real name, a photocopy of both sides of its Hong Kong or Macau identity card, a sample of its handwritten signature, and a photocopy of the front of the designated bankbook for the remittance account. Party A has the right to request Party B to supplement or update the relevant documents as necessary to ensure the smooth progress of the payment process.
3. Disclaimer:
Party A will make reasonable efforts to protect Party B's rights under this Agreement. However, Party B acknowledges and agrees that if Party A fails to pay the marketing incentive within the scheduled time for any reason, Party A shall not be liable for any interest, late payment fees, or other forms of compensation for such unpaid amounts. Party B agrees to this arrangement and shall not claim any additional compensation for delayed payment, but this shall not affect the essential nature of Party A's payment obligation.
V. Cooperation Period
1. The cooperative relationship between Party A and Party B shall officially take effect from the date Party A completes and confirms that Party B's information review is correct. The cooperation period is not subject to any fixed limit, but both parties have the right to terminate the cooperation during the performance period. If either party wishes to terminate the cooperation, it must notify the other party in writing (including but not limited to email), stating the reason for termination and the scheduled termination date.
2. If the contract becomes invalid due to a material breach, force majeure, or other circumstances that prevent the cooperation from continuing during its performance, it shall be deemed to be terminated in advance and the termination arrangements set forth in these Terms shall apply.
3. Within twenty (20) working days from the date of formal termination of the cooperation, Party A shall complete the final settlement of Party B's marketing incentives based on the valid transaction data recorded in the system backend. Party A shall send the settled incentives to Party B in accordance with the established payment method and disbursement conditions, and shall not deduct, delay or default in any form. Party B shall still enjoy the incentive rights legally obtained during the cooperation period after termination.
4. Loss offsetting arrangement
If Party A suffers losses due to Party B's actions, negligence, or breach of contract, Party A shall have the right to deduct the corresponding amount from Party B's marketing bonus receivable, without needing to provide Party B with further proof of loss or details of the amount. Party B agrees and acknowledges that Party A may directly deduct the corresponding amount from the bonus based on its internal system records, business judgment, or reasonable presumption of loss, and Party B shall not raise any objection or demand compensation.
The aforementioned actions of Party B include, but are not limited to:
a. Without Party A's prior written consent, resell Party A's products through online or offline channels.
b. Publishing misleading, defamatory, or insinuating statements in any media that damage the goodwill or brand image of Party A;
c. Obscuring, altering, or distorting the company name, trademark, or identification mark on the promotional stand, product packaging, or carrier provided by Party A;
d. Violation of the promotion guidelines, discount code usage rules, or other operational guidelines stipulated by Party A;
e. Other acts that Party A reasonably determines are sufficient to constitute damage, misleading, confusing or breach of contractual obligations.
Party A reserves the right to pursue legal action against the aforementioned actions and may directly execute the deduction procedure without Party B's consent.
5. Account cancellation arrangements:
Upon formal termination of the partnership, Party A has the right to cancel Party B's registered account and related operating permissions on this platform without obtaining Party B's further consent. Account cancellation will not affect Party B's legally obtained marketing rewards during the partnership period; Party A is still obligated to complete settlement and payment in accordance with the contract terms.
VI. Prohibited items
To protect the legitimate rights and interests of both Party A and Party B, Party B agrees and undertakes not to engage in the following activities during the cooperation period. Party A has the right to take legal or commercial actions, including but not limited to deducting bonuses, terminating cooperation, and demanding compensation, in case of any violation:
1. Restrictions on the Use of Personal Data:
If the piano studio is located in Hong Kong: Party A shall not violate the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), nor shall it use any personal data provided by Party B for any purpose other than this cooperation, including but not limited to sale, transfer or unauthorized use.
2. If the piano studio is located in Macau: Party A shall not violate the provisions of the Macau Personal Data Protection Ordinance (Law No. 8/2005), nor shall it use any personal data provided by Party B for any purpose other than this cooperation, including but not limited to sale, transfer or unauthorized use.
3. Incentive payment obligation:
Both parties shall maintain effective and unimpeded communication channels during the cooperation period, including but not limited to email, instant messaging, or platforms designated by Party A. Both parties shall negotiate, inquire about, and handle cooperation-related matters in good faith, and shall not intentionally delay or refuse to respond to reasonable communication. If Party B intentionally delays or refuses to respond to Party A's reasonable communication requests, resulting in the inability to proceed smoothly with the cooperation or affecting Party A's operational arrangements, Party A has the right to take corresponding measures, including but not limited to suspending cooperation, restricting platform access, or canceling Party B's account. Neither party shall use the issuance, deduction, or delay of marketing incentives as leverage, threat, or bargaining chip, nor shall it use such amounts as coercion or exchange conditions. Violation of these provisions shall be considered a material breach of contract, and the other party shall have the right to take actions including but not limited to terminating the contract or pursuing legal action.
4. Representation restrictions:
Party B has no legal or commercial status representing Party A, and shall not claim to be Party A's agent, associate, or representative, nor shall it conduct any form of preferential activities or commercial promises in Party A's name.
5. Exaggerated or false promotional activities:
Party B shall not promote its products or services using exaggerated, false, medically suggestive, or advertising-illegal methods, including but not limited to fabricating therapeutic effects, misleading statements, exaggerated descriptions, or other inappropriate language. If Party A discovers any of the aforementioned actions by Party B, Party A has the right to demand immediate correction, and Party B must cooperate unconditionally. If Party A suffers reputational or financial losses as a result, Party B shall bear full responsibility and provide unconditional compensation.
6. Fraudulent activities and misuse of reward funds:
Party B shall not use any form of fraudulent means to improperly obtain the marketing incentives provided by Party A. If verified, Party A has the right to immediately terminate the cooperation and demand that Party B return all previous incentives; in serious cases, Party A reserves the right to pursue civil or criminal liability.
7. Controversial marketing tactics:
Party B shall not use fraudulent, negative publicity, misleading headlines, or other controversial methods to attract clicks or consumer attention. In the event of any violation, Party A may immediately terminate the contract and require Party B to cease all marketing activities immediately.
8. Brand abuse and infringement of consumer rights:
Party B shall not use Party A's brand, trademark, logo, or other resources without authorization to engage in any form of fraud, misleading, or harmful activities that infringe upon consumer rights. If Party A suffers reputational or financial losses as a result, Party B shall bear full responsibility and provide compensation as required by Party A.
VII. Court with Jurisdiction
If the piano studio is located in Hong Kong: In the event of any dispute arising from this Marketing Partner Agreement, both parties agree that the courts of Hong Kong shall have jurisdiction.
If the piano studio is located in Macau: In the event of any dispute arising from this Marketing Partner Agreement, both parties agree that the courts of Macau shall have jurisdiction.
VIII. Other
Harmonie.R. reserves the right to provide explanations and make changes regarding any matters not covered in this article.