These terms and conditions (hereinafter “Agreement”) govern your participation as a partner (hereinafter “Advertiser” or “you”) of the NEFLINK Network (hereinafter “NEFLINK” or “we”). Advertiser and NEFLINK may also be individually referred to herein as a “Party” and collectively as “Parties”. This Agreement governs the relationship between NEFLINK and Advertiser as this is identified in all Insertion Orders, with respect to the placing of such Insertion Orders (hereinafter referred to as the “IO”). It is hereby acknowledged between both parties that both this Agreement and the IO form and constitute a single document.

The Parties agree to be legally bound as follows:

1. DEFINITIONS

1.1. “Affiliate” means affiliate marketers who promote your products and services to customers.

1.2. “IO” is a legal agreement between an Advertiser and NEFLINK. It includes the specifics of an advertising agreement that the parties must adhere to.

1.3. “Traffic” means internet users accessing the Website, landing page, sales funnel, social media, etc.

1.3. “Offer” means a product or service containing your campaign terms and conditions information to NEFLINK. Then Affiliate will choose Offers from NEFLINK to promote.

1.4. “Conversion” means the traffic that Affiliate navigates to your Website that completes the specific action requested by you, be it a purchase or filling out the information, etc.

1.5. “Campaign” means a multi-step process and different scheme for promoting offers to generate conversions.

1.6. “User” means any person using the Internet.

2. CONTENTS OF AGREEMENT

2.1. NEFLINK provides Advertiser with a platform and tools to create and manage campaigns. We distribute those campaigns to our Partners. Then track and report the results.

2.2. Advertiser will pay commission to NEFLINK based on each conversion when the transactions specified in the IO are completed.

3. MODIFICATION

3.1. This Agreement and the applicable IO represent the complete and accurate representation of the agreements between the parties and shall supersede any other agreements, whether written or oral.

3.2. In the event that any provision in this Agreement conflicts with the terms in IO, the provision in IO shall prevail.

3.3. NEFLINK may modify any of the terms and conditions of this Agreement at any time by providing Advertiser with an email notice. The changes will take effect five (05) working days from the date of notification. If Advertiser does not accept the modifications, Advertiser may terminate this Agreement without penalty within such a ten (10) business day period. By continuing to use NEFLINK’s Website, Advertiser agrees to accept such changes, whether or not they have been expressly agreed upon between the parties. We recommend that Advertisers periodically visit our Website to review and update this Agreement properly.

3.4. Advertiser may modify the terms and conditions in the IO but must notify us in writing and be reconfirmed in writing within 05 (five) working days from the date of notification. If we find that the modification is not in accordance with the provisions of NEFLINK, we reserve the right to terminate this Agreement without any responsibility unilaterally.

4. RULES OF NEFLINK

4.1. Any activity contrary to the provisions of the law is strictly prohibited.

4.2. Content related to pornography, obscenity, racism, hatred, maliciousness, threats, harassment, violence, etc., is strictly prohibited.

4.3. Any fraudulent activity of any kind is strictly prohibited.

4.4. Websites that contain links to other websites that violate the law or this Agreement are strictly prohibited.

4.5. It is strictly forbidden to provide and use spyware and malicious software.

4.6. It is strictly forbidden to arbitrarily contact and solicit NEFLINK Partners to break NEFLINK’s partnership during the term of this Agreement.

4.7. It is strictly forbidden to act deceptively and confusingly.

4.8. Do not use automated tools, including robots, scripts, or crawlers.

4.9. It is strictly forbidden to use NEFLINK’s Website, interface, and images to perform illegal, unethical, and misleading acts.

5. ADVERTISER ACCOUNT

5.1. To become a NEFLINK Advertiser, you must first submit the correct Advertiser account application at the NEFLINK website.

5.2. You may register for only one account and are solely responsible for protecting and maintaining the security of the account. You must not create duplicate accounts and not share, lend, lease, sell or transfer your account with anyone. You are solely responsible for all activity that occurs under your account.

5.3. You must submit correct contact information such as your company name, company address, e-mail address, phone number, product or service, website, campaign terms, billing information, etc. You may not impersonate any other person or entity.

5.4. After we review your application, we will notify you of your acceptance or rejection as our Advertiser.

6. ADVERTISING MATERIALS

6.1. You must provide us with the necessary promotional materials for us to provide services to you.

6.2. You represent that all promotional materials you provide are legal and that you have the right to use them without infringing on the copyrights of third parties.

6.3. NEFLINK reserves the right to refuse to use your promotional materials if their content conflicts with our rules and policies.

6.4. NEFLINK will have no obligation to examine your promotional material or be responsible for any breach of your promotional material.

6.5. You must immediately notify us of all changes to the information and promotional materials previously provided.

6.6. You agree and authorize our partners and us to legally use all of your promotional materials to perform services for you.

6.7. You agree and authorize our Partners and us to create the different promotional materials necessary to perform the service for you. In the case of promotional materials created by NEFLINK and our Partners, the responsibility for these promotional materials will be sole with these Creators.

7. REPORT

7.1. All statistics and reports are based on NEFLINK’s reporting system and are made monthly. You must constantly monitor the traffic you receive.

7.2. We will send the previous month’s statistical report between the 1st and 5th of the following month.

For example: From February 1 to 5, we will send you a statistical report for January.

7.3. In the event that you believe there is a discrepancy in figures in NEFLINK’s reporting system, you must provide us with a reasonable report of the discrepancy within five (5) days of receipt of the notice. Otherwise, we will not be responsible for such deviations. If the parties cannot reach an agreement on the difference, the NEFLINK reporting system will prevail.

8. PAYMENT

8.1. You undertake and agree to pay NEFLINK for all transactions generated by NEFLINK in accordance with applicable IO regulatory criteria. In case you believe that the transaction NEFLINK generates is not consistent with the IO, then you must provide proof of that. Otherwise, the transaction will still be counted if NEFLINK provides proof that the transaction is valid.

8.2. NEFLINK will bill you for the previous month based on the data reported to you from the 1st to the 5th of the following month. You will pay NEFLINK within 15 days from the date we invoice you.

For example: On February 1, we bill you for January. You must pay us between February 2 and 16.

8.3. You will pay NEFLINK according to the commission generated by NEFLINK plus 10% applicable tax as required by law. The specific commission level will be specified in the IO.

8.4. Advertiser who make payments via bank transfer to NEFLINK’s account or other payment methods, such as Payoneer, Paypal, etc., are also accepted if the parties agree.

8.5. If payment is not made on time, NEFLINK may immediately terminate the Agreement and any applicable IO. Interest will be accrued on any delinquent amount at an interest rate of 20% (twenty percent) per annum or the maximum amount permitted by law. In addition, Advertiser will be liable to NEFLINK for all attorneys’ fees and other collection costs incurred in collecting such unpaid amounts.

9. TERMINATION

9.1. NEFLINK and Advertiser both have the right to terminate this Agreement in whole or in part by giving the other party 5 (five) business days prior written notice.

9.2. Both Parties have the right to terminate this Agreement immediately if either party breaches this Agreement or IO without incurring any liability to the other party.

9.3. Immediately upon termination of this Agreement, Advertiser must pay NEFLINK any payments due and owed within 15 (fifteen) days from the date of termination of the Agreement.

10. LEGAL STATEMENT AND LIMITATION OF LIABILITY

10.1. UNDER NO CIRCUMSTANCES SHALL NEFLINK OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, OR INCIDENTAL CLAIMS, DAMAGES, OR DAMAGES ARISING OUT OF ANY VIOLATION BY ADVERTISER.

10.2. IN NO EVENT WILL NEFLINK BE LIABLE FOR ANY DAMAGES CAUSED BY AN AFFILIATE TO A THIRD PARTY.

10.3. NEFLINK WILL NOT BE LIABLE FOR DEFECTS IN THE PRODUCTS OR SERVICES PROVIDED IN A CAMPAIGN OR ADVERTISEMENT OR FOR ANY DAMAGES. IN ADDITION, NEFLINK HAS NO CONTROL OVER AND, THEREFORE, SHALL NOT BE LIABLE FOR THE LEGALITY OF THE CONTENT OF CAMPAIGNS AND ADS.

10.4. ADVERTISER KNOWS AND AGREES THAT NEFLINK CAN NOT GUARANTEE LEAD PERFORMANCE WITH THE QUANTITY REQUESTED BY ADVERTISER AS IT IS DIRECTLY DEPENDENT ON INTERNET USER ACTIONS, PRICING, COMMISSIONS, POLICIES OF ADVERTISERS ABOUT PRODUCTS AND CAMPAIGNS, COMPETITORS, ETC.

11. FORCE MAJEURE

Neither Party shall be liable to the other for failure to perform or delay in performing its obligations under force majeure circumstances such as fire, storm, war, government action, labor conditions, earthquake, natural disaster, interruption of internet service, or any other cause beyond the reasonable control of that Party. The Party referring to such force majeure circumstances must notify the other Party of the arising within three working days from the date of occurrence of the incident, together with relevant evidence.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. You may not alter, modify, copy, lease, trade in services, trademarks, copyrights, patents, technology, graphics, materials, trade secrets, tools, etc. owned by NEFLINK in any way without the prior written consent of NEFLINK.

12.2. Your use of the service will be governed by and subject to laws and regulations relating to intellectual property rights. You represent and warrant that you comply with the laws relating to intellectual property rights, and you will be solely responsible for any violations of any relevant laws and any violations with third-party.

12.2. NEFLINK is absolutely not responsible for any infringement of intellectual property rights when using the materials, tools, and information you provide to NEFLINK.

13. CONFIDENTIALITY

13.1. Either Party may occasionally disclose to the other party certain information relating to confidential business information. Except as expressly authorized in writing by the Disclosing Party, the Receiving Party promises, undertakes, covenants, and agrees to use Confidential Information only for the purposes specified in this Agreement; that no Confidential Information will be disclosed to any third party without the prior written consent of the Disclosing Party.

13.2. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all rights, title, and interest in and to the Confidential Information. The Recipient agrees that the Confidential Information shall not be copied or otherwise reproduced without the prior express written consent of the Disclosing Party, except that 1 (one) copy may only be made. Shown for backup and archiving purposes.

13.3. Unless NEFLINK has given its prior, express written consent, Advertiser will keep IO and the terms of the Agreement strictly confidential and may not unauthorizedly disclose the same to any person.

14. RELATIONSHIP

The Parties to the Agreement are non-exclusive independent contractors. Neither Party shall have any right or authority to enter into any agreement on behalf of or be subject to any obligation or liability or to bind the other Party, nor shall either Party be an agent, representative, employee, or joint venture of the other Party.

15. APPLICABLE LAW AND DISPUTE RESOLUTION

15.1. This Agreement shall be construed and governed by the laws of Vietnam. In the event that any lawsuit, action, or other legal proceeding is brought against either Party in connection with the Agreement, each Party shall submit to the competent court located in Ho Chi Minh City, Vietnam, and agrees to comply with all requirements necessary to provide the court with such jurisdiction.

15.2. In the event of a claim, the losing Party shall bear all costs associated with the claim, attorneys, courts, etc., for both Parties.

16. ADVERTISER’S COMMITMENT

16.1. You represent that you have the legal capacity to enter and perform this Agreement.

16.2. You undertake to comply with and perform all terms in the IO and this Agreement.

16.3. All information you submit to NEFLINK is truthful, accurate, and complete.

16.4. You are solely responsible for all content you create and direct to your users, website, domain, products or services, etc.

16.5. All content you submit to our Site is free of third-party intellectual property claims.

16.6. You represent that you have all legal rights and licenses necessary to initiate and manage your advertising campaigns.

17. NEFLINK’S COMMITMENT

17.1. NEFLINK represents that it has the necessary legal capacity, legal rights, and licenses to enter and perform this Agreement.

17.2. NEFLINK undertakes to comply with and perform all terms in the IO and this Agreement.

18. GENERAL AGREEMENTS

18.1. Business days are working days of the week, excluding weekends such as Saturdays and Sundays or public holidays. If notice is sent within 5 (five) business days, weekends or holidays will not be counted.

18.2. This Agreement comes into effect on the day NEFLINK announces you’re your Advertiser account is accepted.