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General Terms and Conditions for Distributors

In order to ensure your rights and interests, please carefully read through the content of the terms specified hereunder. Selection of the column stating “I have read and agreed to the terms and conditions hereinabove” by you or your authorized representative indicates you have read, understood and agreed to comply with the terms and conditions stipulated herein.

1. Policies and Terms of KKday

• 1.1. These General Terms and Conditions for Distributor (hereinafter referred to as these “Terms and Conditions”) are the basic rules for becoming a Distributor of KKday. The term “KKday” referred herein may include Kkday.com International Company Limited as well as all its affiliates.
• 1.2. When you use the KKday's distribution platform (b2d.kkday.com) and submit the information for application for registration, it means you have read, understood and agreed to the terms and conditions stipulated in these Terms and Conditions. You cannot become a Distributor of KKday if you do not accept these Terms and Conditions.
• 1.3. Unless otherwise stipulated herein, your relationship with KKday (hereinafter referred to the “Cooperation”) is subject to the various policies or rules announced on the KKday – Global Travel Experience Platform (www.kkday.com) or other platforms built by KKday (hereinafter collectively referred to as the “KKday Platforms”), including but not limited to the User Terms and Conditions or Privacy Protection Policies. KKday is entitled to change or update these Terms and Conditions as well as the aforementioned policies or terms at any time. Such change or update will be effective upon being posted on the KKday Platforms without prior notice from KKday.

2.Term of Cooperation

• 2.1. The term of the Cooperation will commence upon your account has been successfully approved and will continue to your account been cancelled or the Cooperation been terminated.

3.Cooperation

• 3.1. KKday agrees that you may distribute the admission tickets, travel tickets/vouchers, itinerary products or other related products owned by KKday or sold by KKday as an agency through KKday's distribution platform or through cascading the API.

4.Your Rights and Obligations

• 4.1. You shall warrant that you have obtained all qualifications and legal certificates required for distributing the proposed products in accordance with the regulations of your registration country. In the event that you fail to comply with this provision and commit any violation of any laws and regulations, the liabilities therefrom shall be solely borne by yourself.
• 4.2. In case that you intend to distribute the products through its subsidiaries, affiliated companies or other distributors, you shall notify KKday in advance. You shall sell such products at a reasonable price and shall not impact the reasonable marketability. KKday reserves the rights to review the price. 
• 4.3. In the event that you distribute KKday’s ticket/voucher products (including but not limited to all kinds of admission tickets and various travel tickets/vouchers) in a way of buyout, you shall not require a refund or a return of the bought tickets/vouchers from KKday.
• 4.4. In the event that you intend to cancel POs, the cancellation policies of the products set forth in KKday’s distribution website shall apply respectively.
• 4.5. You should properly keep the account number and password of KKday's distribution platform, and you should not disclose or provide to third parties, if the POs of your account happened identity theft, and KKday cannot receive the payment, KKday will not provide your goods or services of the POs. If goods or services have been provided, you shall pay KKday within 10 working days of receiving the notice of KKday by payment method indicated by KKday, and the loss of such payment shall be burden by you.

5.KKday’s rights and obligations 

• 5.1. The prices of KKday’s products shall be subject to the prices announced on KKday’s distribution website and may be various due the change of currency exchange rate. KKday reserves the rights to adjust the product prices from time to time. 
• 5.2. Kkday shall ensure that the tickets/vouchers provided by KKday is legal, valid and usable. In the event that the tickets/vouchers are unable to be used or occurrence of any other situations based on the customers’ feedback, you shall immediately notify KKday of such situation and KKday shall respond to you within 24 hours.
• 5.3. The Cooperation between you and KKday shall not affect KKday’s right to sell the same products on KKday own website.

6.Settlement

• 6.1. Quotation and settlement shall be the currency that you choose on KKday’s distribution platform. 
• 6.2. In the event that you distribute the products through KKday’s distribution platform, you can settle by the following:
• A. You may make the payments by credit card when placing the POs.
• B. You may settle with the prepayment, in accordance with the method agreed in Article 6.3 or separately agreed in writing by both parties.
• 6.3. In the event that you distribute the products through cascading API, you shall settle with the prepayment by the following, or separately agreed in writing by both parties: 
• A. You shall make a prepayment in KKday’s designated bank account before placing any orders. KKday shall provide you with the certificate of payment within 5 working days after receipt of your prepayment. When the remaining amount of the prepayment becomes less than the order amount, KKday will notify you to make up such shortage to balance the prepayment. KKday is entitled to suspend your POs until you make up such shortage. 
• B. In the event that the balance of your prepayment is insufficient, KKday agrees that you may change to distribute through KKday’s distribution platform and make the payments by credit card when placing the POs.
• 6.4 You can query the previous month's POs from KKday’s distribution platform by monthly, if settled by credit card, after confirming the POs are correct, you should notify KKday by the end of each month, KKday will send the previous month's certificate of payment to you after receiving the notification.

7.Confidentiality Obligation

• 7.1. With regard to the Cooperation, you and KKday covenant and warrant to bear confidentiality obligation where disclosure of any confidential information to any third party is prohibited. The confidential information refers to any non-public information disclosed by one Party to the other Party related to the Cooperation in either oral or written form, including but not limited to the business plans, customer lists, technical information, product concepts, development plans, employee lists, operation manuals, financial condition as well as other information designated as confidential information at the time of delivery (hereinafter referred to as the “Confidential Information”).
• 7.2. With regard to the Confidential Information described herein, you, KKday, as well as its agents, representatives, employees shall comply with the following:
• A.Keep the Confidential Information in confidence by using the same degree of care (but no less than reasonable degree of care) used to protect its own Confidential Information.
• B.Require all personnel who have access to the Confidential Information to keep the Confidential Information in confidence.
• C.Use the Confidential Information in a manner agreed by and between the Parties in writing, if necessary.
• 7.3. The confidentiality obligation stipulated herein does not apply to the following:
• A.Information obtained from the public through lawful means.
• B.Information obtained from a third party through lawful means.
• C.Information required to be disclosed by law or government agencies with jurisdiction in accordance with laws and regulations.
• D.Information required to be disclosed in accordance with the legal procedure.
• 7.4. The confidentiality obligation stipulated herein shall survive after expiration or termination of the Cooperation.

8.Personal Data Protection

• 8.1. The collection, processing or use of personal data of KKday or the Customers by you for the performance of the Cooperation shall comply with the Personal Data Protection Act as well as all other relevant laws and regulations and shall be under the supervision of KKday.
• 8.2. While you collect customers’ personal data, you shall inform the customers of your collection purpose including providing KKday for executing obligations under the Cooperation, and you shall receive the customers’ consents.
• 8.3. For the personal data files you retain, you shall designate personnel to handle the maintenance of personal data security, and such personnel shall be capable of managing and maintaining the personal data files. You shall accurately implement safety maintenance measures, strictly manage data security, as well as properly retain records of data use activities, log files and relevant evidence.
• 8.4. In the event that you discover any breach of this Article 8 or any theft, divulging, tampering or other infringements of personal data, which leads to violation of laws related to the protection of personal data or other regulations, or caused any damage to the rights and interests of others, KKday shall be notified immediately. You shall also take immediate action to investigate the facts and impact of such incident, as well as propose relevant control and corresponding correction measures, and assist KKday in proceeding with settlements or legal proceedings if necessary. In the event such violation or incident is discovered by KKday, KKday shall immediately notify you to take the aforementioned actions and measures. KKday may request that you replace the personnel to whom such violation is attributed and make the correction within the specified time limit. In the event that you fail to replace the responsible personnel due to reasons attributable to you or fail to make the correction within the specified time limit, KKday may terminate the Cooperation forthwith.

9.Intellectual Property Rights

• 9.1. During the term of the Cooperation, either Party is authorized by the other Party to reasonably use the business name, trademark, trade name, brand, domain name and website of the other Party for the purpose of the Cooperation. In the event that either Party intends to use the name and website authorized by the other Party on its own promotion material, name card, website and any other material, such Party shall provide a prior written notice to the other Party and may only proceed with such use after obtaining the written consent of the other Party.
• 9.2. During the term of this Cooperation and after cancellation or termination, the Parties undertake not provide any information or materials related to the business, technology, product prices etc. to any subcontractor (including but not limited to any enterprise, commercial institution or organization that is commercial competition to other Party), otherwise, such Party shall bear all responsibilities therefrom and indemnify all losses caused to the other Party.
• 9.3. You shall produce the advertising and marketing materials by your own while distributing KKday’s products. You understand that the intellectual property rights to the images, pictures, videos posted on KKday’s website are owned by KKday. You shall not use such images, pictures, videos without KKday’s prior consents. With KKday’s prior written consents, you may use the advertising and marketing materials provided by KKday in the original conditions on KKday’s corresponding product pages without charge. However, you shall not edit, adapt, tailor the advertising and marketing materials provided by KKday, and shall not use on the products that are not distributed by KKday or over the purposes of these Terms and Conditions. If you breach this clause and cause KKday to suffer losses, you shall compensate KKday for all damages and expenses.

10.Anti-Bribery

• 10.1.Both you and KKday shall guarantee that it will not, directly or indirectly, pay any commission, remuneration, rebate, or provide any gift or entertainment to the other Party as well as any personnel related to the Cooperation. In addition, no arrangement shall be made with the other Party or any personnel related to the Cooperation on the matters described hereinabove. However, the foregoing restriction does not apply to provision of promotional gifts of small amounts according to normal business practice.

11. Force Majeure

• 11.1. In the event that either you or KKday cannot perform the Cooperation due to reasons beyond reasonable control of both Parties, such as wars, earthquakes, landslides, tsunamis, lightning strikes, floods, fires, government actions, hacking attacks, technical control of telecommunication sector or major pandemic diseases, the affected Party shall immediately notify the other Party, as well as provide the evidence within a reasonable time limit. In an emergency situation, the Parties shall take reasonable and appropriate measures to prevent expansion of losses, and the liabilities hereunder will be waived in whole or in part according to the degree of impact. However, if the force majeure event occurs after the delay of performance of either Party, the Party that has delayed performance cannot be waived from its liability.
• 11.2. In the event that any order cannot be completed or is delayed due to force majeure event, both Parties shall promptly negotiate with the Customers and adjust the content of the order. The Parties shall negotiate as to how the increased costs incurred shall be shared between the Parties.

12.Termination

• 12.1. In the event that any of the followings occurs, KKday is entitled to terminate the Cooperation, and you shall indemnify KKday for all damages and expenses. If settled by prepayment, KKday shall terminate the Cooperation without return the prepayment paid by you.
• A.You disclose KKday’s trade secrets obtained in the course of operation activities; 
• B.KKday is subject to an administrative penalty due to reason attributed to you; 
• C.You fail to cure the breach or refuse to indemnify KKday’s losses whilst you commit any breaches of these Terms and Conditions;
• D.Any of the represents and warrants made by you is false or untrue; 
• E.You commit any other material breach of these Terms and Conditions.
• 12.2. Except for the circumstances specified in the preceding Article and in Article 12.4, if either Party wishes to terminate the Cooperation during the term of the Cooperation, such Party shall provide one (1)-month prior written notice to the other Party, and the termination shall proceed after negotiation and consent by both Parties. In the event that either Party terminates the Cooperation without the consent of the other Party, the terminating Party shall compensate the other Party for any economical as well as reputational damage arising therefrom.
• 12.3. Upon expiration or early termination of the Cooperation, any order confirmed by both Parties within the effective period of the Cooperation shall continue to be performed unless otherwise agreed by both Parties.
• 12.4. In the event of bankruptcy, reorganization, dissolution, liquidation, temporary or permanent closure of business, or any assignment for the rights and benefits of creditor by either Party, the other Party may arbitrarily terminate the Cooperation in writing without any liabilities.

13.Liability for Breach

• 13.1. In the event that either Party breaches the obligations under these Terms and Conditions, the defaulting Party shall stop its breach immediately upon the receipt of the written notice sent by the non-defaulting Party. The defaulting Party shall compensate the non-defaulting Party for its losses within ten (10) days upon the receipt of the written notice sent by the non-defaulting Party.

14.Other

• 14.1. The Parties agree that any dispute arising from the Cooperation under these Terms and Conditions shall be resolved in good faith by the Parties at the first. The Parties shall not make any negative comments on the internet or social media or press which affect the reputation of the other Party.
• 14.2. The followings are incorporated into these Terms and Conditions and have equivalent legal effect: 
• A.Business emails, faxes and other communication records through any IM applications between the Parties;
• B.PO operating mode and other related attachment agreed by the Parties; 
• C.PO or quotation confirmed and agreed by the Parties; 
• D.Amendments concerning matters not mentioned herein made by the Parties.
• 14.3. These Terms and Conditions shall be governed and interpreted under the laws of the Republic of China. If there is any matter not prescribed herein, it shall be subject to the laws of the Republic of China. The Parties agree that any disputes arising out of these Terms and Conditions shall be submitted to the Taiwan Taipei District Court for the first instance.