TRTC Affiliate Program Terms and Conditions
Welcome and thank you for your interest in the TRTC Marketing Affiliate Referral Program (“Affiliate Program”). This TRTC Marketing Affiliate Referral Program Terms and Conditions (“Terms”) is a legally binding contract between you (“Referral Partner”, “you”, “your”), a referral partner of the Product (defined below) and Tencent Cloud International Pte. Ltd. ("Tencent", “we”, “us” or “our”) regarding the promotion and marketing of the Product, and incorporates the relevant agreements, documentation and policies related to the Service that Tencent may issue from time to time (collectively, the “Agreement”). In this Agreement, “Referral Partner” and “Tencent ” are each a “party” to the Agreement and, together, the “parties”.
Your signing up to the TRTC Marketing Affiliate Referral Program indicates your acceptance to these Terms. If you do not accept these Terms, please do not continue to sign up or use the Referral Program.
1. DEFINITIONS
1.1 Defined Terms. Unless otherwise specified herein, the following terms shall have the meanings in this Agreement:
(a) “Approved Referral Partner” means a Referral Partner that meets the eligibility criteria set out in Section 2.3 and participates in the Referral Program. Unless otherwise authorized by Tencent, Approved Referral Partners may be individuals and/or enterprises.
(b) “New Customer” means a customer who has never before purchased any of the Product.
(c) “Product” means the Tencent product Tencent Real Time Communication, details of which are set forth at [https://trtc.io/]
(d) “Referral Program” means the program organized by Tencent in which select individuals and enterprises (i.e. Referral Partners) promote the Products under the terms and conditions of these Terms.
(e) “Referral Program Rules” means the rules governing the Referral Program.
2.REFERRAL PROGRAM
2.1 Appointment of Referral Partner. Subject to the terms of this Agreement, Tencent appoints Referral Partner as a nonexclusive representative to solicit and refer potential customers for the Tencent (or Tencent affiliate) Products. Referral Partner will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Tencent or its affiliates other than making referrals as set forth in this Agreement. Referral Partner may be entitled to certain commission or referral fees in respect of successful referrals. In that regard, such commission or referral fees may be managed and disbursed through the platform provided and managed by other third parties (“Third Party Platform”) and may be subject to the additional terms and conditions of such Third Party Platforms. Where applicable, Referral Partner agrees to additionally abide by and be bound to the terms and conditions of such Third Party Platforms.
2.2 Account Registration. To join the Affiliate Program, you are required to register for a Tencent RTC Affiliate account at https://affiliates.trtc.io/ ("TRTC Affiliate Account"). You can apply to join the Affiliate Program directly through this account registration process. You are required to provide your credentials to complete the application process.
2.3 Approval of Application. Upon successful registration, you will automatically qualify as an Approved Referral Partner. However, Tencent reserves the right to review your account at any time and may revoke your Approved Referral Partner status if Tencent determines, in its sole discretion, that you do not meet the eligibility requirements or for any other reason permitted under these Terms.
2.4 Compliance with Terms. To the extent applicable, Referral Partner’s use of the Tencent Cloud Account is subject to the Tencent Cloud Terms of Service, Privacy Policy and Cookies Policy (together, “Tencent Cloud Terms”) , and the applicable Tolt terms and conditions as may be applicable on https://tolt.io, and Referral Partner agrees not to use its Account in violation of the foregoing terms or this Agreement.
2.5 Referral Program Rules. Tencent will run the Referral Program according to the terms of the policy set out under Attachment 1 (“Referral Program Rules”). Tencent reserves the right to determine and modify the rules of the Referral Program Rules, and the terms and conditions of this Agreement. at its sole discretion and from time to time. Referral Partner’s continued participation in the Referral Program indicates its acceptance of such revised or updated terms. If Referral Partner does not accept the changes to the Referral Program Rules, Referral Partner acknowledges and agrees that it may not continue to participate in the Referral Program and Tencent may terminate this Agreement pursuant to Section 6.2. The most updated Referral Program Rules are available at Attachment 1 appended to this Agreement and Referral Partner agrees to check this page regularly for any updates.
2.6 Suspension or Termination of Program. Tencent reserves the right at any time, for any reason, to change, suspend and/or terminate the Referral Program, in whole or in part, as it sees fit in its sole discretion.
3.REFERRAL PARTNER’S OBLIGATIONS
3.1 Submission of Application. Referral Partner agrees to provide true, accurate, current and complete information as requested by Tencent in support of its Approved Referral Partner application, including identity information, corporate information and bank account information (as applicable). Referral Partner acknowledges that its personal data will be collected, stored, used and processed by Tencent in accordance with the Tencent Cloud Privacy Policy (which, for the avoidance of doubt, includes the Product Privacy Policy module at https://www.tencentcloud.com/document/product/647/48827). If any of the application information provided to Tencent is no longer accurate, Referral Partner shall notify Tencent within three (3) business days and make such modifications necessary to the information.
3.2 Promotion. Referral Partner will use its best efforts to promote Product to prospective end users / customers. Referral Partner shall promote the Product in accordance with this Agreement, the Tencent Cloud Terms and relevant descriptions of the Product on the official Tencent website, as well as any current materials provided by Tencent from time to time. Referral Partner shall, if and to the extent required by applicable local law, clearly state that the Referral Partner's content is created for the purpose of promoting Product. Referral Partner shall also be responsible for complying with all applicable personal data and privacy laws when carrying out promotional and marketing activities. When promoting Product, Referral Partner shall not make:
(a) any false statements or misrepresentations about Tencent or the Product in any way; or
(b) any statements or commitments about Tencent or Product beyond the scope of Tencent’s authorization or the capabilities of the Approved Referral Partner, for example, alleging that any Tencent Cloud product functions, services, or performance are higher than those authorized or stated by Tencent in the Tencent Cloud Terms or official Tencent website, or stating that the Approved Referral Partner is able to provide additional discounts or offers to customers, which are not authorized by Tencent.
3.3 Prohibited Activities. When promoting the Product and otherwise performing obligations under this Agreement, Referral Partner shall:
(a) not engage in any deceptive, misleading, illegal, or unethical practices (e.g. self-referrals) or any activities or practices or promote Product on a marketing platform, channel or website that violates the Tencent Cloud Acceptable Use Policy (https://www.tencentcloud.com/document/product/301/9245);
(b) not run any search engine ads, especially on branded terms or domain names, Facebook ads, or other ads that would compete with Tencent’s own marketing and potentially cause confusion for customers;
(c) not fabricate any orders or purchases;
(d) not make any representations or warranties concerning Tencent or the Product except as set forth in printed marketing collateral or documentation furnished by Tencent;
(e) not use any copyright infringing content or materials to promote the Product;
(f) not engage in any illegal or spam email advertising methods, nor use any Tencent Cloud promotional materials, trademark in a manner which negatively affects Tencent Cloud’s image;
(g) not promote or market Tencent or the Product on any gambling websites, websites that incite hate or contains defamatory content, or any other content that Tencent considers offensive or inappropriate;
(h) not use Tencent’s trademarks, logos or intellectual property rights, except as otherwise permitted by this Agreement or with the express consent of Tencent. Referral Partner will promptly notify Tencent of any and all circumstances coming to the attention of Referral Partner which may constitute an actual, threatened or suspected infringement of Tencent’s trademarks, logos or intellectual property rights;
(i) not directly contact customers in the name of Tencent, impersonate or pretend to be acting as a Tencent employee or on Tencent’s behalf, or publish other commercial advertisements or send communications to customers, except as otherwise permitted by this Agreement or with the express consent of Tencent; and
(j) conduct itself in a manner that reflects favorably at all times on the good name, good will, and reputation of Tencent.
Referral Partner will indemnify, hold harmless and defend Tencent from and against all damages, liabilities, costs, and expenses, including attorneys’ and experts’ fees and expenses, that Tencent may incur as the result of any action brought against Tencent and arising out of the acts of Referral Partner or its agents in breach of this Section 3.3.
3.4 Right to Monitor. Referral Partner agrees and acknowledges that Tencent has the right to monitor its website and other channels and mediums of marketing and promotion. Referral Partner shall immediately remove or disable any content or material related to the Product upon Tencent’s request.
3.5 Representations, Warranties and Undertakings. Referral Partner represents, warrants and undertakes to Tencent that:
(a) it will perform its obligations under this Agreement in a professional manner;
(b) any content it associates with the Tencent or the Product (e.g. content promoted alongside the Product) do not infringe the intellectual property rights of third parties;
(c) it is not under any obligation or restriction that materially interferes with or restricts the performance of its obligations under this Agreement;
(d) it will comply with all applicable laws and regulations and Tencent Cloud Terms when performing its obligations under this Agreement;
(e) it will promptly inform Tencent of any breach committed by it of terms of this Agreement; and
(f) any representations that it has made hereunder or otherwise to Tencent as to its qualifications, experience, capacity to act as an Approved Referral Partner or any other relevant matter are true and complete.
3.6 Expense of Doing Business. To the extent applicable, Referral Partner will bear the entire cost, taxes, and expense of promoting the Product under this Agreement.
4.TENCENT OBLIGATIONS
4.1 Use of Tencent’s Trade Name. Referral Partner may identify Tencent as the supplier of the Product in Referral Partner’s promotional activities and materials so long as Tencent approves such activities or materials in writing in advance.
4.2 Marketing Materials. Tencent may, at its own expense and discretion, provide Referral Partner with marketing and technical information concerning the Product as well as reasonable quantities of brochures, instructional material, advertising literature, and other product data. Tencent retains all right, title, and interest in and to all marketing and other materials that it provides to Referral Partner under this Agreement. Any goodwill in Tencent’s trademarks resulting from Referral Partner’s use of Tencent’s marketing or other materials inures solely to the benefit of Tencent and will not create any right, title, or interest for Referral Partner in Tencent’s trademarks.
5.REFERRAL COMMISSION
5.1 Referral Commission. Subject to the conditions specified in this Section, Referral Partner will be eligible to receive referral commission (“Referral Commission”), which shall be calculated and paid in accordance with the Referral Program Rules. Tencent will only be liable to pay Referral Commission to Referral Partner in respect of those New Customers who purchase Product using the Referral Partner’s link and such relevant customer’s Tencent Cloud user account is bound to the Referral Partner’s Account. For the avoidance of doubt, if a customer who has purchased the Product using the Referral Partner’s Link cancels or returns the purchase order or otherwise receives a refund in respect of the purchase order, the Referral Partner will not be able to receive the Referral Commission in respect of that purchase order. If Tencent has already paid Referral Partner the Referral Commission in respect of such cancelled order, Tencent reserves the right to directly deduct the amount corresponding to the refund from the next Referral Commission to be paid to the Referral Partner, and if such deduction is insufficient or not possible, Referral Partner agrees to refund the outstanding amount within five (5) business days of Tencent’s written notification to Referral Partner.
5.2 Payment. Subject to the Third Party Platform’s handling of the payment, including but not limited to its related terms and conditions, Referral Commissions will be due and payable to Referral Partner no later than ninety (90) days after Tencent receives payment for the Products purchased by the referred customer. Payment shall be disbursed through the Third Party Platform. Tencent shall not be liable or responsible for any non-payment or delay in payment through the Third Party Platform when such non-payment or delays occurred through no fault of Tencent. Payments will be subject to all applicable taxes. Tencent reserves the right to deduct or withhold any applicable taxes payable by Referral Partner from amounts due from Tencent, and those amounts due, as reduced by Tencent’s deductions or withholdings, will constitute full payment to Referral Partner.
5.3 Taxes. All payments by Tencent to Referral Partner under this Agreement include all applicable taxes, and Referral Partner will be responsible for the payment of all taxes owed in connection with this Agreement. If Tencent is required to withhold any taxes, levies, expenses or other charges, Tencent may deduct all such taxes, levies, expenses or other charges required by laws to be withheld in relation to the amount payable, provided that Tencent shall provide to Referral Partner the certificate of the withholding tax payment or other similar proof.
5.4 Withholding. Tencent reserves the right to withhold the payment of any Referral Commissions, or part thereof, in the event that Tencent receives notice of any actual or threatened investigation, claim, proceeding or litigation brought against Tencent, by any third party in connection with this Agreement or in the event that Tencent, acting reasonably, suspects that the Referral Partner is in breach of its obligations and/or has misrepresented under this Agreement. Tencent shall deliver all or any withheld Referral Commissions to the Referral Partner only after Tencent, in its sole and absolute discretion, determines that there is no material risk on the part of Tencent arising from or in connection with the payment of the withheld Referral Commissions, or part thereof.
6.TERM, SUSPENSION AND TERMINATION
6.1 Term. This Agreement commences upon the Effective Date and shall remain until terminated in accordance with the terms of this Agreement.
6.2 Suspension by Tencent: Tencent may suspend your Approved Referral Partner participation immediately if Tencent, in its reasonable and sole opinion, determines there is a pattern in your marketing practices that violates the Tencent Cloud Terms and/or the Referral Program Rules, or if your actions may pose risks to Tencent in the violation of any applicable laws and regulations or the Tolt terms and conditions. Upon occurrence of such event, all outstanding Referral Commission payments shall be suspended until all relevant investigations have been completed and the suspension has been lifted by Tencent.
6.3 Termination by Tencent. Tencent may terminate this Agreement upon any of the following:
(a) for convenience upon fourteen (14) days’ prior written notice to Referral Partner;
(b) immediately if the Referral Program is terminated;
(c) if Referral Partner fails to perform any of its material obligations under this Agreement by giving Referral Partner fourteen (14) days’ prior written notice provided that the matters set forth in such notice are not cured to the Tencent’s reasonable satisfaction within the 30-day period; or
(d) immediately pursuant to Section 11.3.
6.4 Termination by Referral Partner. If you do not wish to continue participating in the Referral Program, please cease use of the TRTC Affiliate Account accordingly. Tencent may, at is discretion, revoke and terminate your Approved Referral Partner status and terminate this Agreement with you in the event that there is inactivity of your TRTC Affiliate Account for a continuous period of more than ninety (90) days.
6.5 No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
6.6 Effects of Termination
(a) Upon termination, Tencent will only be responsible for paying Referral Commission for the Referral Partner’s referrals that were successfully made prior to the effective date of the termination, subject to Section 5.1.
(b) Regardless of the basis for the termination of this Agreement, Referral Partner shall use its best efforts to resolve any matters or disputes with customers (as applicable) and shall bear full responsibility for the disputes and other issues arising therefrom.
(c) In addition, the following provisions will survive any expiration or termination of this Agreement: Sections 5 to 12.
7.LIMITED WARRANTY AND DISCLAIMER
7.1 Limited Warranty to Customers / End Users. In each agreement executed with referred customers, Tencent currently provides a limited warranty regarding the provision of the Product. This warranty, and any warranties implied by law, will run directly from Tencent to the customers / end users that enter into such an agreement. Tencent makes no warranties to Referral Partner and will have no liability to Referral Partner for any warranties made to customers / end users.
7.2 WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT THAT IS PERMITTED UNDER THE APPLICABLE LAWS, TENCENT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TENCENT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. TENCENT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE TENCENT SERVICES OR AGAINST INFRINGEMENT. TENCENT DOES NOT WARRANT THAT THE Product ARE ERROR-FREE OR THAT OPERATION OF THE Product WILL BE SECURE OR UNINTERRUPTED. REFERRAL PARTNER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF TENCENT TO ANY OTHER THIRD PARTY.
8.REFERRAL PARTNER INDEMNIFICATION
8.1 Defense of Claims. Referral Partner will defend Tencent and its affiliates and their employees, directors, agents, and representatives (each a “Tencent Indemnified Party”, and together the “Tencent Indemnified Parties”) from any actual or threatened third party claim arising out of Referral Partner’s breach of this Agreement or based upon Referral Partner’s negligence or willful misconduct if: the applicable Tencent Indemnified Party gives Referral Partner prompt written notice of the claim; the applicable Tencent Indemnified Party has full and complete control over the defense and settlement of the claim; the applicable Tencent Indemnified Party provides assistance in connection with the defense and settlement of the claim as Referral Partner may reasonably request; and the applicable Tencent Indemnified Party complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
8.2 Indemnification. Referral Partner will hold harmless and indemnify each of the Tencent Indemnified Parties against all damages, costs, fines, penalties and/or attorneys’ fees finally awarded against any of them in any proceeding under Section 8.1; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Referral Partner’s consent after Referral Partner has accepted defense of such claim); and, if any proceeding arising under Section 8.1 is settled, Referral Partner will pay any amounts to any third party agreed to by Referral Partner in settlement of any such claims.
9.CONFIDENTIAL INFORMATION
9.1 Definition. “Confidential Information” means any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include oral disclosures provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing party within 30 days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party.
9.2 Exceptions. Confidential Information will not include any information that was publicly known and made generally available prior to the time of disclosure by the disclosing party, becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, is already in the possession of the receiving party at the time of disclosure, is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
9.3 Non-Use and Non-Disclosure. Each party will treat as confidential all Confidential Information of the other party, not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to such disclosure from the other party, and will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
10.LIMITATION OF LIABILITY
10.1 DISCLAIMER OF DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT THAT IS PERMITTED UNDER THE APPLICABLE LAWS, TENCENT WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO REFERRAL PARTNER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO, DATA OR CONTENT AND LOSS OF BUSINESS, EVEN IF TENCENT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
10.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT THAT IS PERMITTED UNDER THE APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL TENCENT’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED USD 1,000.
10.3 INDEPENDENT ALLOCATION OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABLITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE REFERRAL COMMISSION OFFERED BY TENCENT TO REFERRAL PARTNER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11.EXPORT CONTROL AND SANCTIONS
11.1 Referral Partner hereby represents and warrants to Tencent that at the time of entering into this Agreement and throughout the term of the Agreement that Referral Partner is not listed in any list of designated persons maintained by the United States (including, without limitation, the list of “Specially Designated Nationals” as maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets as maintained by His Majesty’s Treasury), the European Union and any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions), or any other list of restricted persons maintained by any authority with jurisdiction over Referral Partner (any person so listed being a “Restricted Person”)).
11.2 In connection with the performance of its obligations under this Agreement, Referral Partner will comply with all applicable export controls and economic sanctions laws and regulations of the United Nations, PRC, United States, European Union, including its member states; and other applicable government authorities, including without limitation, the U.S Export Administration Regulations (“EAR”) and the economic sanctions rules and regulations implemented under statutory authority and/or the U.S. President’s Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (collectively, “Trade Laws”). Referral Partner agrees not to engage in any activities in connection with its obligations under this Agreement that would violate Trade Laws or that would risk placing Tencent in breach of any Trade Laws and Referral Partner is solely responsible for compliance with Trade Laws related to the manner in which Referral Partner performs its obligations under this Agreement. For the avoidance of doubt, Referral Partner is solely responsible for compliance with applicable laws (including the Trade Laws) relating to its performance of its obligations under this Agreement.
11.3 If at any time during the term of the Agreement, (a) the performance of any obligations under this Agreement becomes otherwise restricted or prohibited as a consequence of the imposition of sanctions or by operation of Trade Laws; (b) Tencent reasonably believes a breach of Section 11.1 or 11.2 has occurred or is at risk of occurring; (c) Tencent reasonably believes that Referral Partner is in violation of Trade Laws or are engaging in activities that would risk placing Tencent in breach of any Trade Laws, Tencent shall not be obliged to perform any of its obligations under this Agreement or continue to provide the Services and shall be entitled, in its sole discretion, to terminate this Agreement with immediate effect and without any liability. Tencent is also entitled to take any other actions against Referral Partner as it deems appropriate in the circumstances, including but not limited to, requesting Referral Partner to remove any content that is subject to export control.
12.GENERAL
12.1 Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to (i) give either party the power to act as an agent or direct or control the day-to-day activities of the other, or (ii) create any partnership, joint venture, agency franchise, sales representative or employment relationship between them. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
12.2 Non-Assignability and Binding Effect. Neither party will assign its rights and obligations under this Agreement without the written consent of the other party, except (a) that Tencent may assign this Agreement to a successor to its business (including a successor by way of merger, acquisition, sale of all or substantially all of its assets, or operation of law), and (b) Tencent may freely assign and/or novate this Agreement to its affiliates. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.
12.3 Notices. Notice. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and delivered by the following means as indicated below:
(a) To Tencent: by email to Tencent at info_rtc@tencent.com, with return receipt requested, and copies of the notice to be additionally sent to Tengyun Building, Tower A, No. 397 Tianlin Road, Xuhui District, Shanghai, 200233, China (Attn: Overseas Legal Center) and by email to olclegalnotice@tencent.com; and
(b) To Referral Partner: by email or by certified or registered mail to the registered postal address or email address as indicated by the Referral Partner in its registration information for the TRTC Affiliate Account. In addition, any notices, communications, or disclosures sent electronically by Tencent through email, web announcements, site messages, mobile phone text messages or regular mail transmission or otherwise, shall be deemed a valid and binding notice required or permitted to be given under this Agreement and shall be deemed to have been delivered to the Referral Partner the date of sending.
12.4 Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
12.5 Governing Law and Resolution of Disputes. This Agreement shall be governed by and interpreted in accordance with the laws of Singapore. Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration under the Rules of Singapore International Arbitration Center (“SIAC Rules”) by three arbitrators appointed in accordance with the SIAC Rules. The place of arbitration shall be Singapore. The language of proceedings shall be English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement.
12.6 Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
12.7 Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
12.8 Agreement. This Agreement constitutes the whole legal agreement between you and us and govern your use of the Service and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing.
12.9 Language. We may translate this Agreement into other languages. In the event of any inconsistency between this English language version and any other language version, this English language version shall prevail.
Attachment 1
TRTC Affiliate Program Rules
The following Referral Program Rules are intended to be read with the TRTC Program Terms and Conditions. All capitalized terms which are not defined in the Referral Program Rules shall apply the same definitions as set forth in the TRTC Program Terms and Conditions (the “Agreement”).
A. Valid Referrals and terms for Commission
1. The following shall constitute valid referrals for the purposes of the Agreement:
New Users: customers registering for the first time through Your promotion link
Activated Users: customers who have registered but have no payment records for any TRTC paid packages.
The customer must be accepted by Tencent as a customer, at Tencent’s sole discretion. Tencent may, at its sole discretion, reject or refuse to accept the onboarding or placement of orders by any potential or existing customers.
2. The following are not considered valid referrals:
The customer account is already being served directly by an agent/sales team
The customer is already successfully associated with another referral partner, whether under the TRTC Referral Program or otherwise
The customer has payment records for any paid packages in Tencent RTC
The customer’s subscription or purchase is automatically terminated after 180 days
3. Commission Conditions: To qualify as successful referrals eligible for Referral Commissions, the following conditions need to be met:
First-time purchases by customers for:
Any specified formal package (standard plans)
Any specified starter package (first-time purchases only)
For clarity, the same customer can generate commission twice: once for their first formal package purchase and once for their first starter package purchase.
In addition to the above, customers are required to make a valid purchase within the Validity Period (specified in Section B below) following from its signing up of the relevant package in order for such referrals to be eligible for Referral Commissions.
Orders that do not meet the abovementioned conditions will not qualify for Referral Commissions.
4. Only products set forth in the Product List under Annex A are eligible for Referral Commissions.
B. Commission Levels
Referral Commissions shall be determined based on the tiers below:
Tier | Bronze | Silver | Gold |
Commission Rate | 10% | 15% | 25% |
Qualification | 0-2 completed orders | 3-10 completed orders | More than 10 completed orders |
Validity Period within which customers must make a valid purchase following the signing up of an account in order for such referral to be eligible for Referral Commission. | 180 days | | |
C. Payment Schedules and Methods
(a) On the 10th day of each calendar month, your tier for that current month will be updated based on promotion data from the past 3 calendar months or part thereof. For the avoidance of doubt, Referral Commissions from the 10th day of the current month until the 10th day of the following month will be calculated according to your newest updated tier.
(b) Payment Schedule: Referral Commissions for the preceding calendar month are calculated between the 6th-10th date of the current calendar month of each month and shall be disbursed between 28th to 31st of that date, subject to the operations of the Third Party Platform.
(c) Payment shall be made centrally through the Third Party Platform. Ad-hoc withdrawals and payments are not supported.
D. Other Scenarios
Scenario | Processing Rule |
Coupon Discounts | Where the customer utilises any Tencent voucher, coupons or discounts in the purchase of the Product, the Referral Commission shall be calculated based on actual amount paid by the customer. |
Refunds | Orders with refunds (regardless of percentage) do not qualify for Referral Commission. If Tencent suspects that the customer is repeatedly requesting for refund on bad faith, Tencent my at its discretion disqualify and blacklist the customer. |
E. Disputes in Data
In the event of any disputes relating to purchase orders, order amount or commission rates or payout, the Tencent Cloud system data will serve as the basis for final determination.
F. Modification and Updates to Rules
Referrral Commissions rates and tiering and this Referral Program Rules may be updated from time to time at Tencent’s sole discretion and will become effective immediately after posted or as otherwise notified by Tencent. Continued participation after any such update constitutes acceptance of the revised Referral Program Rules.
ANNEX A
PRODUCTS ELIGIBLE FOR REFERRAL COMMISSIONS
The product list and corresponding price list below are subject to changes and updates from time to time.
Product | Standard Item | Starter Plan |
Call | 1-To-1 Call: $199/Month Group Call: $597/Month | $39.9/Month |
Chat | Standard: $399/Month Pro: $699/Month Pro Plus: $1299/Month | $69.9/Month |
Conference | Lite: $299/Month Standard: $599/Month Pro: $899/Month | $39.9/Month |
Live | Lite: $299/Month Standard: $599/Month Pro: $899/Month | $39.9/Month |
RTC Engine | Lite: $49.5/Month Standard: $499/Month Pro: $1499/Month | $9.9/Month |
Beauty AR | Standard: $999/Month Professional: $1499/Month | $39.9/Month |
