This Piggeeback User Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Shaodai Limited Website Service, piggeeback.com (the “Website”). Shaodai Limited (“Piggeeback”, “we,” “us,” or “our”) allows persons who create an account (“User Account”) and enter this Agreement with (“User”, “you”, or “your”) to participate in the fruitful social network marketing and advertising of products available through approved merchants and resellers (“Participating Sellers”). We do this through our website piggeeback.com (“Website”) and our developed network of Participating Sellers (together with our Website, our “Services”). Through our Services, you are able to operate a virtual storefront page on our Website that displays products chosen by you which are offered for sale by Participating Sellers (“Collection”). Users are then able to follow a link from your Collection and purchase products from Participating Sellers (“Products”).
1. The Purpose. The purpose of the agreement is to permit you to post (display) any Products from your Collection(s) using pictures of those products to the feeds of your existing social media platforms. You earn Rewards (defined in Section 8) when users purchase Products from Participating Sellers (“Customers”) by accessing the link to that Product on your Collection (“Purchase”). In order to facilitate your posting of Products, we or the Participating Sellers may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with which is gathered by other User and Linked with our Services (“Content”). Content specifically excludes any data, images, text, or other information or content relating to Products offered by merchants or resellers that are not Participating Sellers.
2. Acceptance as an User. After you create an User Account with us, we have the absolute discretion whether or not to admit you to our Service. By accepting below, you agree to become a User, subject to this Agreement and any document referenced herein. Once you are admitted, you may display Products which link to Participating Sellers in your Collection in accordance with this Agreement any other policies we may adopt from time to time. You acknowledge and agree that the Products in your Collection(s) may contain affiliate hyperlinks and other web tracking technologies from our Participating Sellers (PB Links). These may enable us to earn commissions or other revenue from products sold on the Service and paid to us by the Participating Sellers. You acknowledge and agree that the Piggeeback service and API does not use "sub-id" tracking in any product link and said commissions are paid solely to Shaodai without reference to any particular user and that neither you or any third party shall be entitled to any portion of the commissions or revenue. All of your PB Links displayed must be served only by the API of the Piggeeback Services, which may include API from our Participating Sellers, your existing social media accounts, or Content generated by other User (“PG API”), including any PB Links displayed within an integrated web browser.
3. User Account. We may provide you with the ability to create an User Account to enable you to participate in the Service . It is your obligation to maintain and control passwords to your User Account and are responsible for all activities that occur in connection with your User Account. You expressly agree not to provide any person or entity with access to your User Account, without our prior written consent. In addition, you agree to notify us of any unauthorized uses of your User Account and/or other breaches of security.
a) By participating in the , you agree that you will comply with all policies, schedules, guidelines, specifications, user manuals, and supporting materials that we make available to you, and other documents and materials referenced in this Agreement including but not limited to the Piggeeback Reward Schedule (collectively, “User Documentation”). You agree to provide us with any information that we request to verify your compliance with this Agreement or any User Documentation. You expressly represent and warrant that any and all personal, billing, and payment information you provide to us is accurate, truthful, and up-to-date. In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and you agree you are not eligible for) any Rewards payable to you under this Agreement, or both, if we determine in our sole discretion that you or other persons that we determine are associated with you or acting in concert with you: 1) have violated any policy, schedule, guidelines, specifications, user manuals, or any provision contained in the User Documentation; 2) have violated any applicable law, regulation, or ordinance; or 3) acted or failed to act in any way we deem to be circumvention or violation of any User Documentation.
b) By participating in our you agree to us: 1) sending you emails relating to the from time to time; 2) monitoring, recording, using, and disclosing information about your Collection and visitors and/or Customers to your Collection; and 3) monitoring, crawling, and otherwise investigating your Collection to verify compliance with this Agreement and the User Documentation.
5. Responsibility for Your Collection.
a) You will be solely responsible for your Collection and all materials that appear on or within it. Whether or not you upload a particular Product to your Collection in the first instance, you agree you will be solely responsible for: 1) displaying PB Links and Content on your Collection in compliance with this Agreement and the User Documentation; 2) posting, and ensuring the accuracy of Content posted on your Collection; 3) using the Content, your Collection, and the materials on or within your Collection in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); 4) any use that you make of the Content and any trademarks, logos and/or other intellectual property of Shaodai Limited (collectively, “Piggeeback Marks”), whether or not permitted under this Agreement.
b) We do not warrant that Products available through our Services are genuine and we shall not be liable for any damages relating to claims, regardless of the cause of action, involving or arising from Products that are not genuine. However, we will use reasonable efforts, as determined by us in our sole discretion, to remove and/or block Content relating to Products that are not genuine within a commercially reasonable time after receiving written notice of any such Products.
6. Order Processing. Product orders placed by Customers which follow PB Links from your Collection to a Participating Seller will be placed with, filled by, and shipped by that Participating Seller. We and you shall have no involvement in any shipment or fulfillment of any orders of Products by any Customer associated with your Collection. Users are responsible for returning merchandise to the Participating Seller and receive appropriate refunds directly from the Participating Seller - except in the case of "non-returnable" goods. Piggeeback accepts no responsibility for dealings between user and Participating Seller.
a) Shaodai may, from time to time, choose to distribute loyalty Rewards to our users. Piggeeback operates as an affiliate of various Affiliate networks and receives commissions for sales made through the piggeeback.com website and Piggeeback Apps. For the purposes of this Agreement and the avoidance of doubt, Piggeeback is the sole affiliate of these networks which may be added to or change over time. Users are not sub-affiliates and in order to respect both User and Participating Seller privacy, Piggeeback does not track individual sales. Commissions from all sales are aggregated and Rewards are distributed in our sole discretion to Users proportionately according to the number of collections in which products exist, the number of followers each of those collections has, the number of times a product has been shared and the number of times the product has sold.
b) Aggregate Rewards exclude, and we will not pay Rewards on any of the following: 1) any Product Purchased for resale or commercial use of any kind; 2) any Product Purchased after termination of this Agreement; 3) any Product order that is canceled or returned; and 4) any Product Purchased by a Customer who is referred to our Website through any of the following: i) an advertisement that you purchased through bidding on keywords, search terms, or other identifiers, as determined by us in our sole discretion; or ii) a link that sends users indirectly to our Website via an intermediate website or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate website or webpage, that is generated or displayed on a search engine in response to a general Internet search whether those links appear through your submission of data to that website or otherwise.
c) Piggeeback will use its best efforts to report updated Reward information (taking into account the exclusions mentioned in Section 7b) to Users within thirty days of our receipt of said information from Participating Sellers.
8. Reward Payment Method. a)Shaodai will pay you Rewards on a monthly basis for Rewarded Purchases purchased and shipped in a given month, subject to any applicable withholding or deduction described below. Piggeeback is reliant upon reports and payment from User merchants and networks over which we have no control. Reporting periods vary but Piggeeback will pay you approximately 30 days following OUR receipt of payment from the Participating Sellers using the Paypal email address provided by you in the Piggeeback Settings. We will send the Rewards you earn via Paypal, but may accrue and withhold Rewards until the total amount due to you is at least $15. You agree to provide us with the email address linked to your Paypal account. If the information you provide is not valid or the payment is otherwise rejected by Paypal or your bank, we are not responsible for making any Reward payments to you until 30 days after we receive updated and correct information from you, as determined by us in our sole discretion.
c) Termination. If you have not accrued any Rewards in the year prior to any given calendar month, then on the first day of that calendar month, we may terminate your account in our sole discretion according to Section 15 below. If you elect to close your Piggeeback account and you have accrued Rewards of or in excess of $15 it is your responsibility to wait until Piggeback has distributed those Rewards to you or your designated recipient. If you close your account having accrued Rewards of less than $15, any rights you have to those Rewards will terminate.
e) Taxes. We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your Rewards until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. You are solely responsible for any and all tax liability arising from your receipt of Rewards.
9. Policies and Pricing. Customers who Purchase Products through this are Customers of the respective Participating Seller from which the Customer Purchases Products. Accordingly, as between you and us, all pricing, terms of sale, shipping, returns, and policies in any way related the fulfillment of Customer Purchases or customer service shall be determined by the respective Participating Seller, and we shall have no control or responsibility for anything relating to the transaction other than facilitating a social network marketing portal by way of your Collection on our Website.
10. Identifying as a User. You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Service. You will not misrepresent or embellish the relationship between us and you (including but not limited to, expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
11. Limited License.
a) Subject to the terms of this Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Piggeeback Website in connection with the Service, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non- exclusive, royalty-free license to (a) copy and display the Content solely on your Collection; and (b) use only those of our trademarks and logos that we may make available to you as part of Content, the Piggeeback Marks solely on your Collection and in accordance our User Documentation.
b) The license set forth in this Section 12 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any User Documentation, or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 12 in whole or in part, for any reason or no reason as determined by us in our sole discretion, after upon written (e.g. email) notice to you. You will promptly remove from your Collection and delete or otherwise destroy all of the Content and Piggeeback Marks with respect to which the license set forth in this Section 12 is terminated or as we may otherwise request from time to time.
12. Reservation of Rights; Feedback.
a) Other than the limited licenses expressly set forth in Section 12, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the , PB Links, link formats, Content, any domain name owned or operated by us or our User, User Documentation, our and our User’ trademarks and logos (including the Piggeeback Marks), and any other intellectual property and technology that we provide or use in connection with the (including any application interfaces, software development kits, libraries, sample code, and related materials).
b) If you provide us or any of our User with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement, any Content, or your participation in the , or if you modify any Content in any way, (collectively, “Your Feedback”), you hereby irrevocably assign to us all right, title, and interest in and to Your Feedback and grant us (even if you have designated Your Feedback as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (1) use, reproduce, perform, display, and distribute Your Feedback in any manner; (2) adapt, modify, re-format, and create derivative works of Your Feedback for any purpose; (3) use and publish your name in the form of a credit in conjunction with Your Feedback (however, we will not have any obligation to do so); and (4) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (5) Your Feedback is your original work, or you obtained Your Feedback in a lawful manner; and (6) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Feedback.
13. Compliance with Laws. In connection with your participation in the you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email.
14. Term and Termination.
(a) The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (e-mail acceptable).
(b) Upon any termination of this Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Piggeeback Marks and promptly remove from your Collection and delete or otherwise destroy all links to our Website, all Piggeeback Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the . You also agree that upon termination, we may delete your User Account whereafter you agree not to browse or otherwise access or use our Website or Services in any way. You agree that after termination, we are not obliged to retain or provide to you any Content or personal information which was collected by us, but we may elect to do so in our sole discretion.
(c) We may withhold accrued unpaid Rewards for a reasonable period of time following termination to ensure that the correct amount is paid, including but not limited to account for any returns. Once we determine the amount of Rewards to be paid to you, we will pay to you any remaining unpaid Rewards accrued by you, and such payment will be made by us within 60 days from the transmission of the notice of termination by us or you. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination, and the provisions corresponding thereto shall service the termination of this Agreement.
15. Modification. We may modify any of the terms and conditions contained in this Agreement (and any User Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised User Documentation on our Website or by sending notice of such modification to you by email to the email address then-currently associated with your User account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). If any modification is unacceptable to you, your only recourse is to terminate this Agreement.
16. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement or the User Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective User. Neither Party shall represent to third parties that User is an employee or officer of Piggeeback.
a) User shall be responsible for the payment of all taxes on amounts received from Piggeeback for the Rewards paid to User. Piggeeback will regularly report amounts paid to User by filing Form 1099 with the Internal Revenue service, as required by law. No part of User's Rewards will be subject to withholding by Piggeeback for payment of any social security, federal, state or other employee payroll taxes. User agrees to indemnify and hold Piggeeback harmless from any liability for, or assessment of, any such taxes imposed on Piggeeback by relevant taxing authorities.
b) User shall retain the right to perform services for others during the term of this Agreement.
c) User shall be responsible for all expenses incurred in the execution of User's responsibilities pursuant to this Agreement. No fines, taxes, bonds or fees imposed against User, or costs of User doing business, shall be reimbursable by Piggeeback.
e) User shall not be eligible to participate in any fringe benefit or any benefit plan of Piggeeback.
f) User will have no authority to enter into contracts that bind Piggeeback or to create obligations on the part of Piggeeback without the prior written authorization of Piggeeback.
17. Limitation of Liability. We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this Agreement, the , User Documentation, Products, the Platform (defined below), or our Website, even if we have been advised of the possibility of those damages. Further, you agree our aggregate liability to you, if any, arising in connection with this Agreement, the , and/or our Website will not exceed the total Rewards paid or payable to you under this Agreement in the month immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
18. Disclaimers. THE , OUR WEBSITE, PRODUCTS, OUR SERVICES, LINKS TO LINKED WEBSITES, LINK FORMATS, CONTENT, PIGGEEBACK.COM DOMAIN NAME, AND OUR User’ TRADEMARKS AND LOGOS (INCLUDING BUT NOT LIMITED TO THE PIGGEEBACK MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR User OR LICENSORS IN CONNECTION WITH THE OR OUR WEBSITE (COLLECTIVELY THE “PLATFORM”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR User OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PLATFORM. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR User AND LICENSORS DISCLAIM ALL WARRANTIES EXPRESS AND IMPLIED WITH RESPECT TO THE PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AUTHENTICITY OR GENUINENESS OF ANY PRODUCTS, AND/OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. NEITHER WE NOR ANY OF OUR User OR LICENSORS WARRANT THAT THE PLATFORM WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR User OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR PLATFORM INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR COLLECTION OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE , CONTENT, User DOCUMENTATION, OUR WEBSITE, OR THE User WILL CREATE ANY WARRANTY. FURTHER, NEITHER WE NOR ANY OF OUR User OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE , OR (C) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE .
20. No Adequate Remedy. User agrees that any violation or threatened violation of this Agreement relating in any way to the Piggeeback Marks will cause irreparable harm to Piggeeback for which there is no adequate remedy at law, entitling Piggeeback to obtain injunctive relief in addition to all legal remedies. User further agrees that no bond or other security shall be required in obtaining such equitable relief, and the User hereby expressly consents to the issuance of such injunction and to the ordering of specific performance.
21. Indemnity. You agree to indemnify, defend, and hold harmless Piggeeback, its parent companies, subsidiaries, User companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers (if any) from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of, arising under, or relating to: this Agreement; your Collection or any materials or Products that appear on your Collection, including the combination of your Collection or those materials with other applications, content, or processes; the use, development, design, manufacture, production, advertising, promotion, or marketing of your Collection or any materials or Products that appear on or within your Collection; your use of any Content, whether or not such use is authorized by or violates this Agreement, any User Documentation, or applicable law; your violation of any term or condition of this Agreement or any User Documentation; your negligence or willful misconduct; your use, misuse, or inability to use our Platform, Services or Website; a breach of warranty; alterations of, loss of, or unauthorized access to any information sent or received or not sent or received by you or us; any defamatory, offensive, or illegal use of our Platform, Services, or Website; any infringement of a third party’s rights by you, or by us by way of you; any activity related to your User Account by you or another person accessing your User Account or our Platform, Services, or Website; and any violation by you of this Agreement.
a) You acknowledge and agree that we and the Participating Sellers may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with your Collection.
b) You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
c) Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
d) Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion.
e) Applicable Law. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of California.
g) Entire Agreement. This Agreement and any other document referenced herein, constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and no amendment, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each of the parties hereto.
23. Representations and Warranties. By signing below, you (a) agree to be bound by this Agreement; (b) acknowledge and agree that you have independently evaluated the desirability of participating in the and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and (c) hereby represent and warrant that you are lawfully able to enter into contracts (that you are 18 years of age or older) and that you are and will remain in compliance with this Agreement and any other policies or guidelines that we may update from time to time. In addition, if this agreement is being agreed to by a company or other legal entity, then the person agreeing to this agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this agreement.
24. E-Signature. You hereby declare, agree, and understand that by selecting the check box - “I have accepted Piggeeback’s Terms and Conditions” on the signup page, that you shall be bound to all of the obligations herein as if your signature were made on a paper version of this document in your own handwriting. Your such acceptance represents your acknowledgement of the above disclosures, our consent to these arrangements, and your concurrence that these arrangements are fair and reasonable.