Donkey Mom Travel Network Cooperation Agreement
Welcome to join the donkey mother distribution alliance. Please read the following terms carefully. Once you register as a member of the donkey mother distribution alliance (hereinafter referred to as "member of the alliance"), it means that you accept the following terms as your relationship with Shanghai Seaview Culture Communication Co., Ltd. (The above-mentioned company and all the affiliated companies of the donkey mother hereinafter referred to as the "donkey mother") and jointly agreed on the distribution alliance cooperation project, and are willing to enjoy your rights, fulfill your obligations in accordance with this agreement, and use this as The basis for resolving disputes between the two parties.
Cooperation content During the validity of the agreement, the donkey mother and the members of the alliance (hereinafter referred to as "the two parties") cooperate in the alliance members' media resources to carry out online business travel service cooperation for attractions and tickets, hotel reservations, travel routes and other services and products. Provided by Mother Donkey and its affiliates.
During the validity period of the agreement, alliance members will use the advantages of media traffic to place corresponding promotional advertisements on the media of the cooperative website to vigorously promote services and products such as attraction tickets, hotel reservations, and tourist routes that are cooperated by the two parties.
The donkey mother pays the members of the alliance according to the agreed proportion of the transaction amount during the agreed period. Please refer to the announcement of donkey mother alliance website for specific sharing policy. The donkey mother has the right to unilaterally adjust the reward policy at any time and inform it on the announcement page.
I. Liability of both parties:
Donkey mother responsibility:
1.1 The donkey mother guarantees that the donkey mother is a legal operator or agent to promote products and services.
1.2 The donkey mother shall guarantee the authenticity of the contents of the promotional advertisements provided by it, and shall not violate the Advertising Law and relevant laws, regulations, policies and public moral standards.
1.3 Except as stipulated in this agreement or the prior written consent of the members of the alliance, donkey mothers shall not engage in external business activities on behalf of the members of the alliance.
1.4 The donkey mother is obliged to provide a settlement data statistics platform as the settlement basis for both parties, and the donkey mother is obliged to assure the alliance members of the stability of the operation of the statistics platform of the settlement data and the authenticity and real-time nature of the data statistics;
1.5 The donkey mother is obliged to assist the alliance members in providing the information requested by the alliance members;
Alliance Member Liability
1.4 Alliance members will try their best to expand the promotion channel of the cooperation column, and follow the relevant promotion regulations of donkey mother, and promote the co-built brand column accordingly.
1.5 Alliance members shall not use materials provided by donkey mothers for purposes other than those stipulated in the agreement, or disclose or provide to third parties for use by third parties, otherwise the losses of donkey mothers shall be borne by the alliance members.
1.6 Without written confirmation from the donkey mother, members of the alliance may not extract any content on www.coldwellbankermalta.com, "attraction tickets", "outbound tours", "domestic tours", "peripheral tours" and "resort hotels". The disputes and disputes arising therefrom shall be borne solely by members of the Alliance. The members of the alliance guarantee that the content of the website they have produced does not infringe or involve the intellectual property rights of third parties. Any disputes arising therefrom shall be borne by the members of the alliance and have nothing to do with the donkey mother. If any damage is caused to the donkey mother, the members of the alliance shall be liable for compensation.
1.7 If there is a revision of the website of the alliance member, it shall be negotiated with the donkey mother, and the donkey mother shall be given the same position as the original column entry, and the alliance member shall ensure the validity of the entry link of the cooperation column.
1.8 All members of the alliance may use the donkey mother ’s name, logo, and sales, promotional materials and advertisements, newspapers, magazines, leaflets, etc. related to the donkey mother ’s content, and must have the written consent of the donkey mother in advance. However, members of the alliance are responsible for the legitimacy of the aforementioned projects.
1.9 Alliance members shall set up a website link that can link to the donkey mother in accordance with the requirements of the donkey mother and in a manner and promotion channel approved by the donkey mother. Such links shall be placed in a prominent position in the promotion identified by both parties and shall be updated at any time. The members of the alliance shall ensure that the appearance, feeling and functionality of the above links meet the requirements of the donkey mother, and without the donkey mother's permission, they shall not modify, tamper with, copy, or permit the use of third parties at will.
1.10 Alliance members and their affiliates and donkey mother competitors must notify the donkey mother in writing and reach an agreement with the donkey mother if they need to engage in any direct or indirect cooperation that is the same or similar to this agreement, so as not to affect the cooperation between the two parties. If the alliance member fails to notify the donkey mother in writing and agree with the donkey mother on the above matters, it is considered a breach of the contract by the alliance member, and the donkey mother has the right to immediately terminate the contract and ask the alliance member to make financial compensation for it.
1.11 Alliance members and their affiliates use illegal methods to increase personal income through equipment, procedures, and other illegal methods. Once found, the Donkey Mom Alliance has the right to immediately disqualify its media site, withdraw the ads that are being placed, and recover all the cooperation costs that have been paid. The Donkey Mom Alliance reserves the right to further pursue liability; at the same time, the website must assume All the losses from the Donkey Mom Alliance.
1.12 According to operational needs, the donkey mother can notify the alliance members in writing to sell the products sold on the donkey mother 1 working day in advance. The alliance members should implement the requirements notified by the donkey mother, otherwise the donkey mother has the right to terminate the contract immediately and ask the alliance members Compensation for all economic losses.
1.13 Members of the Alliance are prohibited from directly or indirectly placing Donkey Mom products on websites containing the following:
a. promote pornography, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
b. Promote any illegal, endangering, harmful, threatening, defamatory, harassing or other offensive behavior;
c. Other content that violates Chinese laws and regulations.
If the above situation occurs, the donkey mother has the right to immediately cancel the alliance membership of the alliance members, stop settlement of cooperation costs, recover the settlement costs, and cooperate with the public security organs to hold accountable.
1.14 Alliance members are prohibited from using the following methods to promote cooperation content:
a. Force users to click and browse;
b. Utilizing or introducing operator traffic (including but not limited to mobile, telecommunications, Unicom and other operators) without the consent of the donkey mother;
c. Use virus programs, forcibly set the homepage, hijack the address bar or browser, and tamper with the user's cached data;
d. In the normal browsing process of the user, hijack the mother donkey's natural traffic by modifying URL parameters or pop-up windows;
If the above situation occurs, the donkey mother will immediately stop the order share settlement and have the right to recover the settled order share. In serious cases, the donkey mother will take legal measures.
1.15 Alliance members shall not obtain other income from donkey mothers in any form, including but not limited to consumption cashback, coupon rebates, points accumulation, etc., in addition to obtaining order share through cooperation with donkey mother distribution alliance channels. Alliances are prohibited Members and users of alliance members use order sharing and arbitrage cashback activities on the donkey mother website. Once found, donkey mothers have the right to recover the corresponding share and cashback.
1.16 Unless the Alliance members have obtained written permission from the Donkey Mother, the Alliance members are prohibited from providing donkey mother products, pictures, text, links, interfaces, data and other contents to the third party for use, display or sale in any form, otherwise the Alliance members shall compensate The donkey mother's liquidated damages amount to RMB 500,000. If the liquidated damages cannot make up for the losses caused by the donkey mother, the alliance members should also compensate for the losses exceeding the liquidated damages.
Promotion Standards Members of the Alliance are prohibited from using the following illegal methods to promote and / or place products containing donkey mothers' promotion:
2.1 Promotion of Code of Conduct
2.1.1 Forbid the members of the alliance to force users to click and browse the donkey mother website and / or donkey mother page through programs, codes, etc .;
2.1.2 It is forbidden for members of the alliance to conduct abnormal browsing, clicking, and trading behavior on the donkey mother website and / or donkey mother page through programs or scripts simulation and other forms;
2.1.3 It is forbidden for members of the alliance to bundle installation through viruses, Trojans, malicious plug-ins and unauthorized software, forcing homepages, hijacking address bars or browsers, hijacking donkey mom sites (and) or donkey mom pages, tampering with user information, and modifying donkeys Unconventional means such as mother promotion codes are used for promotion. Members of the alliance are prohibited from hijacking the normal traffic of donkey mother websites, donkey mother pages, or donkey mother partners (including donkey mother pages, partners, and others) through page redirection or pop-up windows (floating windows, etc.) during the normal browsing process of users. Website, etc.).
2.1.4 Affiliate members are prohibited from using violent marketing (the promotion channels include but are not limited to the following: mass mailing, blogs, microblogs, forums, chat tools (QQ, YY, contacts, Fetion, Yixin, etc.)) Members of their own website send a large number of spam emails, which is not the promotion of groups that are easy to have an adverse effect on users, such as the IM account or the friends included in the number;
2.1.5 It is forbidden for members of the alliance to promote in accordance with the cooperation information submitted in advance, and to change the promotion channels and methods without permission during promotion;
2.1.6 It is forbidden for alliance members to use or introduce traffic from operators (including but not limited to mobile, telecommunications, China Unicom, etc.) to hijack the normal traffic of donkey mother websites, donkey mother pages or donkey mother partners.
2.2 Pop-up window specifications
2.2.1 If the alliance member conducts pop-up-type traffic delivery, the business manager corresponding to the donkey mother must apply for an email before the release. The donkey mother will review the form of the alliance member and the triggering logic of the release. Ready to run;
2.2.2 It is forbidden for members of the alliance to pop up windows containing donkey mom promotion content continuously (refer to independent users within 24 hours, when browsing the target website, there are three or more or three pop-up windows All types of promotional content / other advertisements, five or more, excluding floating windows);
2.2.3 It is forbidden for members of the alliance to pop up or pop up windows containing donkey mother promotion content or inductive content windows when users visit donkey mother websites or relevant pages of donkey mother websites (including donkey mother cooperation websites).
2.2.4 Alliance members are prohibited from using forced pop-ups to directly display the donkey mother promotion content in front of the user's currently viewed page, and can only use rich media to pop up in the lower right corner (do not cover the user's currently viewed page) or retire (when exiting) Pop-up promotion content) for delivery;
2.2.5 Alliance members can only pop up the same donkey mom promotion content to each independent user who visits (limited to the lower right corner pop-up or ejection), and must not interfere with the user's normal use;
2.2.6 It is forbidden for members of the alliance to set pop-ups, pop-ups, or floating windows with donkey mom promotion content for certain domain names or specific IP regions based on user characteristics (including but not limited to the user's region, shopping habits, gender, etc.);
2.2.7 It is forbidden for members of the alliance to pop up pop-up windows or rewind bombs when users search for a product or brand or website.
2.2.8 All pop-up windows should have one-button close function.
2.3 Search engine promotion specifications
2.3.1 The pages containing donkey mom cooperation promotion content must not include relevant brand words of donkey mom through search engine optimization (including but not limited to: "lvmama", "donkey mom", "donkey mom travel website", "Joyu", etc.) As a source of traffic;
2.3.2 Promotion through search engines It is not allowed to use related brand words (including but not limited to: "lvmama", "donkey mother", "donkey mother travel website", "Joyu", etc.) that include donkey mother branding to promote donkey mother cooperation Promote business.
2.4 Other promotions that damage the image and interests of the donkey mother company, or conduct illegal promotion in the name of the donkey mother.
3. Dealing with illegal promotion If members of the alliance violate any of the above [II. Promotional Regulations], the donkey mother can make an independent judgment on the nature and severity of the violation, and apply any of the following treatments or a combination of several violation treatments. The donkey mother is exempt from the results.
The data (if any) used by the donkey mother in the process of finding and investigating violations shall be based on the donkey mother's statistics.
3.1 The donkey mother can warn members of the alliance by mail, text message, WeChat, etc .;
3.2 Alliance members make corrections within the time specified by the donkey mother;
3.3 The donkey mother shall not allow all income generated and not generated by the members of the settlement alliance in violation of regulations;
3.4 The donkey mother shall not settle and / or deduct all income generated or not generated under the corresponding alliance account of the alliance member;
3.5 The donkey mother fines the alliance members according to 3-10 times of the total income that the alliance members have violated;
3.6 The donkey mother terminates the cooperation with the alliance members, and closes the alliance member's alliance account with the donkey mother;
3.7 Donkey Mother Alliance members are restricted from registering as Donkey Mother Alliance members.
3.8 The donkey mother restricts the linked accounts of the alliance members to become members of the donkey mother alliance again; at the same time, all corresponding income generated in the linked accounts of the alliance members and the future will not be settled.
Fourth, settlement instructions and payment methods
4.1 Effective transaction amount (the insurance, coupon and gift card payment part of the order are not included in the effective transaction amount):
4.1.1 Hotel effective transaction amount: The amount that the user uses the cooperation column to register through the donkey mother and make a reservation and actually pay through the donkey mother website (excluding the refund amount). The hotel's effective transaction amount does not include other food, entertainment, drinks, communications, and government taxes that are not included in the donkey mother's product, and do not include all other options in the order.
4.1.2 Effective transaction amount such as travel routes and tickets: The total amount of consumption generated by users who use the cooperation column to register and actually purchase related products of donkey mom related companies through donkey mom registration, excluding donkey mom TTS business: retail platform business.
4.2 Dividend settlement method The donkey mother pays the share of the hotel part and vacation part to the alliance members on a monthly basis, and the settlement date ends on the last calendar day of each month. The members of the alliance check the performance in the performance inquiry platform provided by the donkey mother, and on the 8-10th day of each month (if the holiday is postponed), the order of the previous month is divided into the donkey mother to check. After the check is correct, the donkey mother is collecting Within 30 working days after the receipt of the special VAT invoice issued by the alliance members. Specific invoicing information is subject to the announcement on the Donkey Mom Alliance website.
If the user clicks on the mall link of the affiliate member website and pays successfully, that is, as an order with affiliate member parameters, the actual cash settlement amount (including but not limited to red envelopes, coupons, points and other benefits) in the case of successful transaction of the order is Basis for calculating net sales.
All performance calculations and statistics that occur on clicks on the website are subject to the performance data provided by the donkey mother; the donkey mother has the final interpretation right.
4.3 Business Data Query
4.3.1 When the two parties settle the fee, the valid booking volume confirmed by both parties shall prevail. Donkey Mom provides business statistics to alliance members. The effective booking amount is based on the business statistics of the third month of actual user consumption. If members of the alliance have any doubts, they must put forward before the 8th in the third month after the user moves in, otherwise, the donkey mother thinks that the alliance members recognize the business statistics collected by the system. Complaints are not accepted for expired business statistics, and donkey mothers have the right to reject them. For example, if the members of the alliance believe that there are sufficient reasons to believe that the user stayed in the hotel in October 2015 and the donkey mother was not included in the business statistics, the demand must be submitted before December 15, 2015. Otherwise, mother donkeys have the right to refuse admission.
4.3.2 If the alliance members believe that there is sufficient reason to believe that the statistics of donkey mothers are inaccurate, they need to provide detailed information for the donkey mothers to verify. After the donkey mothers pass the verification, the difference is added to the alliance member's next month's performance. The distribution will be distributed with the next month. For example, for hotel orders, members of the alliance need to provide the following information: the exact name of the occupant, room number, check-in date, order number, hotel invoice, etc.
4.4 Alliance members shall provide special VAT invoices as required by the donkey mother. The column of the payment unit of the invoice should be the full name of the donkey mother's payment unit, and the name of the receiving unit should be exactly the same as the name of the alliance member unit. The amount of the invoice is the number confirmed by both parties (the value of the donkey mother system), and the content of the invoice: technical service fee / service fee.
4.5 The members of the alliance specify and confirm the remittance information. If the remittance information is changed, please inform the donkey mother in time. The mother don't take any responsibility for any loss caused by the members of the alliance.
4.6 The services and products mentioned above will be provided by donkey mothers with correspondingly qualified affiliates and cooperative units.
V. Confidentiality clause
5.1 Regarding the joint cooperation between the two parties, both parties promise and guarantee that they are under no obligation to disclose confidential information to a third party. This confidential information refers to any oral or written form or other form related to the cooperation of the two parties disclosed to the other party. Non-public information, including but not limited to business plans, customer lists, technical data, product ideas, development plans, staff lists, operating manuals, processing techniques, technical theories, inventions, financial situations and other information that was agreed to be confidential at the time of submission Materials (hereinafter referred to as "Confidential Information").
5.2 Regarding the confidential information described in this agreement, both parties and their agents and representatives shall (1) keep it confidential to the extent that it protects their confidential information (at least to a reasonable degree); (2) the person who requires the knowledge of the confidential information shall Confidential information shall be kept confidential; (3) if necessary, the confidential information shall be used in a manner mutually agreed by the parties in writing.
5.3 Both parties are exempt from the responsibility of confidentiality for the following information: information learned by the public through legal channels; information learned from third parties that does not violate any responsibility for confidentiality; information disclosed by law or a government department with jurisdiction in accordance with the law Information, or information required to be disclosed in accordance with legal procedures.
5.4 This confidentiality clause shall not be invalidated by the termination of the agreement between the two parties.
6. Force Majeure Due to force majeure such as war, earthquake, lightning strike, flood, fire, government action, hacking attacks, and technical control of the telecommunications sector, which prevents the two parties from performing the agreement as agreed, the implementation time of this agreement shall be extended, and neither party shall be liable for the delay. Liability for losses caused. If the event of force majeure delays the performance of the agreement for more than one month, either party to this agreement has the right to notify the other party in writing to terminate this agreement immediately without being liable for breach of contract. The affected party shall notify the other party by fax or email as soon as possible after the occurrence of force majeure, and provide all relevant materials to the other party in the fastest way within three days after the relevant authority issues a certificate.
Seven, intellectual property
7.1 During the performance of this agreement, when Party A and Party B use the company name, trademark, trade name, brand, domain name, and website authorized by the other party, they shall completely serve the content agreed by Party A and Party B in this agreement, and shall not carry other business content or operations. Purpose; Party A and Party B shall use the name, domain name and website authorized by the other party in their own promotional materials, business cards, marketing promotion, website construction, and any other aspects, and must notify the other party in advance and obtain the other party ’s written permission before proceeding; The right to notify the other party in writing at any time to terminate the agreement, and the other party shall bear all legal liabilities arising therefrom, and compensate for the direct losses caused thereby.
7.2 Party A and Party B and their employees promise not to depreciate or otherwise damage the trademarks, business names, domain names, etc. owned by the other party during the performance of this agreement and after the expiration of this agreement, nor will they depreciate or plagiarize the Internet pages or websites of the other party , Distortion, damage or other damage.
7.3 During the validity of this agreement and after the termination or cancellation of this agreement, both parties A and B promise not to provide any third party (including but not limited to enterprises, commercial institutions or organizations that form a commercial competitive relationship with each other) all relevant information about the business and technology of the two parties Or materials, otherwise one party will bear the corresponding responsibility and compensate the other party for the direct loss caused by it.
7.4 In order to ensure friendly cooperation between the two parties, neither party A nor party may make unobjective negative reports on the other party in their respective (and other) media and websites. In case of occurrence, either party A and B have the right to terminate the agreement immediately and reserve the right to legal proceedings.
Prohibition of bribery clauses
8.1 Either party warrants that it will not, directly or indirectly, pay any commissions, remuneration or rebates, or provide any gifts or hospitality, directly or indirectly, to the employees or management or staff of the other party and to any third party related to this cooperation. Do not reach any arrangements with the other party and any third-party employees or management or staff related to this cooperation on the above matters, except for gifts of small advertising gifts in accordance with commercial practices (Mother donkey report phone: 021-51212088, donkey mother report Email: firstname.lastname@example.org.
8.2 If any party violates the provisions of this article, it shall be regarded as a serious breach of contract. The observing party has the right to notify the breaching party in writing to terminate the contract unilaterally, while retaining the right to take further legal measures in accordance with the law, and the breaching party shall bear the direct losses caused to the observing party.
Nine, special instructions Any of the following situations does not constitute an effective purchase, and donkey mother will not pay the cooperation fee in this regard:
1. Purchases of donkey mother products that have not been tracked or reported correctly due to the incorrect link format of the affiliate website;
2. Mother donkey goods purchased after the termination of this agreement;
3. The order is cancelled or returned;
4. If there are 10 or more purchase orders under the same ID, the same or obvious false information about the member number, contact person, and player is the same, it is judged to be a scalping order, and such orders will not be settled;
5. Donkey mom products purchased by customers who visit the donkey mom website in any of the following ways:
a. Use donkey mother gift card as their payment method;
b. through prohibited paid search advertising;
c. Visit the donkey mother's website through the links (including jump links) generated or displayed from the search results (ie, natural, free or unpaid search results) after entering a general Internet search query term or keyword , Whether or not the links were displayed as a result of an affiliate submitting data to the search site or other affiliate actions.
"Prohibited paid search advertising" means advertisements purchased by affiliates through bidding on keywords, search terms, or other identifiers (including donkey mother-specific terms) or by otherwise participating in keyword bidding. “Donkey mother ’s term” refers to keywords, searches that include, but are not limited to, “Donkey Mother”, “lvmama”, “Joyu”, “Donkey Mother Travel Network”, etc., or other trademarks of Donkey Mother and its related companies Words or other identifiers, or keywords, search terms, or other identifiers that are variants or misspellings of those words. "Jump link" refers to a link that directs users to the donkey mother's website via an intermediate website or web page without the permission of the donkey mother, without the customer having to click the link or take other affirmative actions on the intermediate website or web page. "Search Engine" means, but is not limited to, Google, Yahoo, Bing, Baidu or other search engines, portals, sponsored advertising services or other search or referral services, or other websites participating in any of these systems.
10.1 During the cooperation period, if one party wants to terminate this agreement, it must be submitted to the other party in writing one month in advance, and the agreement can be terminated after the two parties have reached consensus. If one party terminates this agreement without the consent of the other party, it is necessary to compensate the other party for the economic and reputational losses suffered; the entire content of this agreement is the consensus between the parties A and B, and is not a form clause determined and provided by one party.
10.2 If one party is insolvent, is liquidated, or ceases to operate, or filed for bankruptcy / filed for bankruptcy, or declared bankrupt, or transferred for the benefit of creditors, the other party has the right to terminate the service immediately by written notice. No additional responsibilities are required.
10.3 This agreement shall be governed by the laws of the People's Republic of China. In case of any dispute, it shall be under the jurisdiction of the court where the mother donkey's residence is located.
10.4 The donkey mother has the right to modify this agreement or formulate and modify various rules from time to time as needed. If there are any changes to this agreement or rules, the donkey mother will publicize to the alliance members on the donkey mother distribution alliance website (http://union.coldwellbankermalta.com/) in advance.