DJI ARS AFFILIATE PROGRAM TERMS

CONSIDERING that Part A and its affiliates is the DJI Authorized Retail Store in Italy for UAV products, Drones and camera products of the DJI brand and Part A is the founder of the DJI ARS affiliation program in Italy; CONSIDERING that Part B is willing to become a DJI ARS Affiliate in accordance with this Agreement and to promote the products specified in this Agreement; the Parties have entered into this Agreement through friendly negotiations in accordance with the principles of reciprocity and mutual benefit and agree as follows:

  1. Definitions

Unless otherwise agreed or prescribed below, the following terms will have the following meaning in this Agreement:

Part A: Elite Consulting Srl – DJI Authorized Retail Store Italy – Via Ercolano Salvi 18 – 00143 – Rome with VAT number IT13146011005;

Part B: you, referred to members who voluntarily join the DJI Affiliate Program and undertake to promote the DJI ARS products under this Agreement;

DJI ARS Affiliate Program: a membership organization that promotes DJI products and obtains commissions based on this Agreement;

DJI ARS affiliate: refers to any member of the DJI ARS Affiliate Program that uses the DJI ARS Affiliate Program services for the promotion, as well as any other affiliate that recognizes and undertakes to comply with the Rules of the affiliation program in any other way;

DJI Credit: is the virtual currency that can be used as currency in the official DJI online store and its base unit is € 1.00. Individuals who do not have a VAT number can only receive discounts for the purchase of products on our website. Professionals with VAT number and companies will be able to invoice monthly and receive payment by bank transfer or paypal.

Product: refers to the equipment and the main components sold in the online store of the DJI ARS website;

Agreement: refers to this Agreement, including any attachments and any other written document confirmed by the Parties in relation to the promotional relationship between the Parties;

Attachments: refers to the documents attached to this Agreement which, together with the body contained here, constitute a complete agreement.

  1. Rights and duties
  2. Part B is willing to act as a member of the DJI ARS Affiliate Program and to promote the Product, and is willing to be bound by the administrative system of the DJI Affiliate Program for the DJI ARS Affiliates’ ranking (Annex 1).
  3. Basic relationship between the parties

1) Part A is responsible for the development, production and management of the quality of the Products;

2) As a DJI ARS Affiliate, Part B must only promote the Product; Part B must not represent Part A under any circumstances (and) without the prior written authorization or approval of Part A.

  1. Part B guarantees the legality of its promotional activities, including form and content. The promotional channel/promotion must not include any of the following:

(1) Any content determined to be questionable in nature according to the basic principles established in the Constitution of the P.R.C..

(2) any content that threatens national security, disseminates state secrets, decreases state power, or disrupts national unity;

(3) Any content harmful to the honor of the state and/or interest(s);

(4) any content that instigates racial prejudices, promotes racial discrimination or upset racial harmony;

(5) Any content that is discriminatory against any race or target of any person, unit or organization;

(6) Any content contrary to the religious politics of the state; to promote any superstitious heresy or belief;

(7) any content that spreads rumors, upsets the social order or alters social stability;

(8) Any content that disseminates obscenity, pornography, violence, killing, terrorism or incitement to crime(s);

(9) any content that contains insults or defamation directed against a person or persons or that is extremely blasphemous or offensive;

(10) Any content obtained by illegal or illegitimate means

(11) Any content relating to gambling or the casino;

(12) any content related to illegal drugs or drugs-related tools;

(13) Any content that sells or promotes prescription drugs;

(14) any content that sells or is linked to tobacco;

(15) Any content that sells weapons or ammunition (eg pistols, parts of guns, combat knives and / or stun guns;

(16) Any content that sells imitations of branded products or counterfeit products;

(17) Any content that sells or distributes semi-annual reports or student theses;

(18) Any content that violates or is suspected of infringing the intellectual property rights of third parties, including, but not limited to, patents, trademarks and copyrights;

(19) Any content that compromises the commercial secret(s) of others;

(20) Any content that misappropriates or misrepresents the third party website incorrectly;

(21) Any content that promotes a scam or scam (including but not limited to promoting “getting rich quickly” etc.);

(22) Any content that violates or is prohibited by law or administrative regulation; that advertises illegal activities or infringes the legal rights of third parties.

4. Part B accepts and undertakes to carry out promotional activities in accordance with the requirements of Part A and does not adopt the following promotion methods:

(1) promote in the form of spam messages in the forum/post comments or in any area of ​​web page comments and/or by sending spam or text messages;

(2) promote through the click to pay advertising;

(3) promote through search engine marketing channels that include, but are not limited to, Google, Baidu, Yahoo, Bing, etc.;

(4) promoting through any “jump link” referenced to an intermediate website or a web page jumps directly to the official DJI website, with no other click link;

(5) promote through cash return methods, bundles with other products, resale at extremely low prices or other disguised discount forms.

5. The creative work produced by Party B outside of the Party A website is attributed to Party B and only to Party B; this content must not represent in any way Part A. In the event that any image(s), word(s), music, etc. Violates the intellectual property rights of any third party or cause any other loss, Part B must bear and accept all resulting legal consequences.
6. If Part B adversely affects Part A, in any way, due to negligence or negligence during the promotional activity, including, but not limited to, (1) damage to the reputation, image or reputation of the trademark A (2) incitement to the complaint(s) of the infraction by third parties, (3) the initiation of a cause by a third party, or (4) disclosure of the confidential information of Part A, Part B must correspond to all reasonable compensations due to Part A.
7. Part B will obtain the Commission on condition that Part B promotes the DJI ARS Products in accordance with this Agreement.

1) Basic principles for calculating commissions: the commission is calculated based on the actual price that customers pay for any DJI product (excluding shipping costs). The commission will be given only on the basis of this price. If DJI ARS outsources the provision of services to the customer (eg “delivery”, “home delivery”, etc.), these service fees will not be considered part of the purchase price for the purpose of calculating any commission .

2) How to earn commissions: the DJI ARS affiliation program can obtain links to the products (hereinafter “Links”) through the DJI ARS Affiliate Programs of dji-store.it and share them on Social Media. If customers click on these links on djistorestg.wpengine.com and purchase products via these referral links, the DJI ARS affiliate will receive a commission based on the commission rate established by the DJI ARS affiliate program.

3) DJI ARS affiliates can check their DJI ARS credit on the “My account” page. The DJI credit can be redeemed in cash exclusively for holders of VAT or company. For individuals, credit can not be transferred to other affiliates of DJI ARS. A private DJI ARS affiliate can use the DJI credit to make purchases on the DJI ARS online store through special vouchers that can be issued for each month. The DJI ARS affiliate can choose other payment methods if the DJI ARS credit is not sufficient to cover the entire purchase (shipping costs can not be covered by DJI ARS credits).

4) If the customer visits the DJI ARS online store and purchases the qualified products after opening the links sent by more than one DJI ARS affiliate, only the DJI ARS affiliate of the link on which the customer has clicked most recently will receive a commission .

5) Commission settlement date: the time when the commission is paid to the affiliate DJI ARS is as follows:

  1. The DJI ARS Affiliate will receive a commission, in the form of DJI ARS credits, at least 15 days later, at the end of the month, that the customer confirms receipt, assuming that no reimbursement is requested during this period.
  2. If the main incident or force majeure has effect on the commission payment date, DJI ARS has the right to change the payment date and inform the DJI affiliates in advance.

6) The currency of the payment of the DJI ARS affiliation program will be in euros.

7) If Part B and/or the end user purchasing the DJI ARS Product through the Part B promotion link chooses to use coupons other than training coupons, Part B will not reach the Commission agreed under this Agreement.

8) Refund: if the customer requests a refund and has been successfully reimbursed i) before the customer confirms the receipt, or ii) within 15 days after the deposit

9) Cheating: if the promotional behavior of a Party B goes against relevant regulations or is recognized as a violation of the DJI ARS policy in the opinion of DJI, DJI ARS has the right to withdraw any commission obtained by Part B in that month and / or in precedence of which such behavior occurs. If DJI ARS has not assigned any commission to Part B, DJI ARS reserves the right not to make the payment. If Part B disagrees with the result, Part B must provide comprehensive, but not limited to, the URLs and screenshots of the promotion link website. Part A reserves the right to make a final decision.

8. Product price

1) Part A may determine at its own discretion the selling price of the Product, and Part B must promote the Product at the price offered in the online store of the official website of DJI ARS and/or other price separately

2) As for the retail price offered above, Part A accepts that it is the same for all DJI ARS affiliates;

3) Part A may, at its discretion, adjust the sales price of the products related to the Links promotion by notifying Part B in writing. Subject to the provisions of Part A, in writing, the selling price promoted by Part B does not violate the general pricing policy of Part A;

4) If Part B believes that the retail price of the product is not reasonable, it may advise Part A in writing and Part A determines whether to adjust the sale price within 3 days of the request of Part B.

III. Intellectual property rights

1.Party B does not register or require the registration of any name or domain name that contains the DJI mark (the name may include without limitation the company name of part B (full name or short name) and the name of the promotion channel, etc. And the domain name refers to the domain name of all the Web sites of part B (including but not limited to the promotion channel)); in addition, the name and domain name of Part B may not fall under the following circumstances:

(1) Use any name or domain name that contains the trademark DJI or DJI ARS or may cause misunderstanding between consumers;

(2) Use any name or domain name that you intend to represent or imply that you have a certain relationship with DJI ARS and/or its management (eg Participation/control relationship, joint venture/partnership, interpersonal relationship, agency, union or strategic cooperation relationship);

Main features: e.g. adopt any domain name, name or their composition that refers to or is similar to DJI ARS and/or its management;

for example. dajiangdji.com, djdij.com, wangtaodji.com

(3) Use any name or domain name that maliciously insults the DJI or DJI ARS website and/or its management;

(4) use any name or domain name that can easily give rise to disputes;

(5) Use any name or domain name that may damage the rights and interests of the customers, damage the customer’s user experience, terminate the cooperation order of the DJI Affiliate Program, or cause adverse effects to DJI products or DJI ARS or the relevant brand, or to increase unfair competition against DJI ARS or violate the legal rights and interests of DJI.

  1. During promotional activities, Part B does not violate the rights and / or interests of third parties; otherwise, Part B will assume all responsibilities.
  2. Termination, Revision and Termination of this Agreement
  3. Part A may, at its discretion, review the rules (including commissions) on the basis of business development and announce it on the website of the DJI ARS Affiliate Program (djistorestg.wpengine.com, the same below) or in in another way, notification of Part B and Part B revises the revised rules in a timely manner. If Part B does not accept the revision, you must stop using the services of the DJI ARS Affiliate Program; in the event that Part B continues to use the services of the DJI ARS Affiliate Program, it will be deemed that the revised rules have been accepted.
  4. If part B has any suggestions on the revision of this agreement, it shall notify in writing to part A that the parties negotiate.
  5. During the period of validity of this Agreement, if one of the Parties fails to correct any of the following substantial breaches of this Agreement within 3 days, the other Party may notify the Party in writing in violation of terminating the Contract and requesting compensation for significant losses:

1) Make false promises or provide false information about the promotion report;

2) Part B violates the agreement and promotes the product with a disguised discount; or Part B conducts any illegal promotion in the opinion of Part A;

3) A party delays in the payment of any tax related to this agreement.

  1. Various
  2. Confidential information

1) Part B does its best to protect the intellectual property rights of Part A, and can not reverse engineer, reverse engineer or copy any Part A products or transfer the Part A product to any third parties; and Part B promises not to decipher the products in any way;

2) Before the confidential information of Part A, including, without limitation, trade secret, is legally disclosed, Part B can not divulge any confidential information of Part A learned due to this Agreement or use such confidential information beyond the scope of this Agreement.

2. Validity of this Agreement

This Agreement will be binding on the Parties as soon as it is accepted digitally.

3. Resolution of disputes

1) The interpretation, performance and resolution of disputes of this Agreement are governed by the law of the Italian Republic

2) Any dispute arising from the implementation of this Agreement will be resolved by the Parties through friendly negotiation. In case of non-negotiation, each of the parties can file a lawsuit in the court of the city of Rome, Italy. Unless otherwise specified in the binding ruling, both the judicial commission and the lawyer’s fee are charged to the losing party.

3) During the resolution of the dispute, all the clauses that are irrelevant to the dispute will remain in force.

4) Part A reserves the right to interpret this Agreement.