ClickLink Terms and Conditions These terms and conditions together with the Schedule – Partner Guidelines (as updated from time to time) set out the agreement (“Agreement”) between KS Logico trading as ClickLink (“ClickLink”) and you (“Partner”), and govern your use of the Services (as defined below) and the Advertiser Network and each Campaign within such Advertiser Network. By ticking the box below, Partner agrees to the terms of this Agreement, and warrants and represents that:



– if Partner is an individual, it has the capacity and authority to enter into this Agreement; or – if Partner is an organization, that this Agreement is executed by a person having the authority to enter into such agreement on Partner’s behalf. 1. Sign-Up 1.1 Partner’s application to become a Partner on an Advertiser Network may be approved in that Advertiser’s sole discretion.

1.2 If Partner wishes to participate in a Campaign, Partner shall apply by supplying the requested information and following such other instructions as are stated in the Platform.

1.3 Partner’s participation in a Campaign is at the sole discretion of the Advertiser who operates the Campaign.

1.4 If Advertiser approves Publisher participation, Publisher further agrees to be bound by any specific, reasonable conditions which Advertiser may impose from time to time in the Campaign Description for that Campaign.

1.5 The Campaign Description will constitute a separate agreement between Publishers and Advertisers, and ClickLink

(a) accepts no responsibility for the content of the Campaign Description; and

(b) will not be a party to any agreement between Partner and Advertiser based on the Campaign Description unless otherwise agreed in writing,

therefore, Partner acknowledges that the Advertiser Network and Campaigns are the responsibility of Advertisers and not ClickLink.

2.Referral Tracking 2.1 ClickLink shall create Links and supply these to Partner which allow ClickLink and ClickLink partners (including Advertisers) to track Referrals.

2.2 Partner must implement the Links in the Site in accordance with ClickLink reasonable instructions, maintain them and ensure they are updated in accordance with ClickLink reasonable instructions.

2.3 Partner’s delay in or failure to implement, operate and maintain Links correctly may cause Referrals not to be identified, and no Commission shall be payable to Partner in respect of such unidentifiable Referrals.

3. IP Licences, Branding and Ownership 3.1 Except where agreed otherwise in writing, each Party grants the other a non-exclusive, revocable, sub-licensable, royalty-free licence, to use, reproduce and display its respective Intellectual Property solely for the purposes of providing the Services and operating the Campaigns in which Partner participates.

3.2 Nothing in this Agreement shall operate to transfer any interest or ownership in any rights to Intellectual Property of one Party to the other.

4. Commission 4.1 In return for Partner implementing Links in the Site, ClickLink shall pay Commission in respect of Referrals that result in Approved Transactions.

4.2 Other than as set out in Clause 5 below, Partner expressly acknowledges that each Advertiser sets the terms applicable to Commissions for each Campaign, including but not limited to payment structure and Commission levels.

5. Payment 5.1 Subject to Clause 5.3, ClickLink will make funds available to Partner for Commissions no more than 7 HK working day after:

(a) ClickLink has received cleared funds from Advertiser; and

(b) ClickLink has been instructed by Advertiser to use such funds for the payment of such Commissions.

5.2 Partner releases ClickLink from any claim for Commissions if ClickLink has not received the corresponding funds and payment instructions from Advertisers.

5.3 Commissions shall be payable to Partner once Partner has earned aggregate Commissions from all applicable Advertisers above the following minimum payment thresholds: $150 per month. A payment matrix of minimum threshold amounts is available on request for all other currencies. For the avoidance of doubt, Commissions earned below such threshold in any month shall be carried forward to the following month.

5.4 Partner expressly acknowledges and agrees that if Partner does not draw down their funds or provide sufficient information for ClickLink to electronically transfer funds to Partner, the following process shall apply:

a)If a self bill has been generated by Partner, but ClickLink has been unable to transfer payment:

i) ClickLink shall attempt to contact Partner a reasonable number of times, using the contact details Partner has provided in the Platform, to inform them of the inability to make payment into Partner’s account;

ii) not less than 18 months from the date that the self bill was raised, ClickLink shall send a letter to the address provided by Partner in the Platform granting Partner 30 days to provide the information ClickLink requires to enable payment;

iii) if the information is not provided to ClickLink within 30 days of the date of the letter, then ClickLink shall be entitled to retain such unclaimed Commission for ClickLink own account, and Partner shall forfeit any claim in respect of it.

b) If Partner has not generated a self bill then:

i) not less than 18 months from the date that the funds are available for Partner to raise a self bill for, ClickLink shall send a letter to the address provided by Partner in the Platform granting Partner 30 days to raise a self bill and ensure the correct details are in the Platform for payment to be made;

ii) if a self bill is not raised within 30 days from the date of the letter, then ClickLink shall be entitled to retain such unclaimed Commission for ClickLink own account, and Partner shall forfeit any claim in respect of it.

5.5 Without prejudice to any other remedy ClickLink may have in respect of Partner’s participation in Unethical Activities, ClickLink reserves the right to claim back any funds paid in respect of any related Approved Transactions which are determineda to be as a result of or related to Unethical Activities. In circumstances where Partner is paid Commission which is not rightfully due including, but not limited to overpayments, mistaken payments, payments which result from or involve fraud, ClickLink reserves the right to claw back such Commissions. ClickLink will consult with Partner regarding any claw back and resultant repayment terms.

5.6 In compliance with any law, regulation or government direction affecting ClickLink or an Associated Company, ClickLink reserves the right to withhold payment to Partner if any of the following are located in a country subject to international sanctions:

(i) billing address;

(ii) bank account;

(iii) IP address; or

(iv) trading address.

5.7 Partner is required to keep ClickLink updated with current information relating to Partner’s VAT status (including but not limited to VAT registration status, VAT number (if applicable), address and organization name), and to ensure the payment details in the Partner Platform are correct at all times.

5.8 Partner therefore agrees:

5.8.1 not to issue VAT invoices to ClickLink for Commissions earned, and

5.8.2 that ClickLink shall raise self-billing VAT invoices on Partner’s behalf for the duration of this Agreement.

5.9 ClickLink will not be responsible for any mis-payment or return of Commission where Partner has submitted incorrect bank details to ClickLink.

5.10 Where the transfer of funds to Partner incurs bank charges, ClickLink reserves the right to pass on such charges to Partner.

5.11Where Partner requests payment in a currency other than the currency the Campaign is tracked in, ClickLink shall convert the Commission paid by Advertiser in the original currency to the requested currency at a reasonable market rate.

6. Partner Warranties 6.1 Partner represents, warrants and undertakes to ClickLink that:

(a) its acceptance of this Agreement, and its performance of its obligations and duties under it, do not and will not breach any agreement to which Partner is a party or by which it is otherwise bound;

(b) all information and data Partner supplies to ClickLink, Advertiser, Users and any other party through or in connection with this Agreement is correct, accurate, up-to-date and not misleading;

(c) The Site and Partner’s activities through and in connection with the Services and the relevant Advertiser Network, shall comply with the Data Protection Legislation, applicable anti-bribery and corruption legislation, and any and all other applicable laws, regulations and codes of conduct in force from time to time as amended, re-enacted, extended or consolidated. Partner shall promptly notify ClickLink, if Partner becomes aware of any corruption or breach of Data Protection Legislation in relation to this Agreement;

(d) it shall adhere to the Partner Guidelines at all times, as well as industry best practice in promoting Campaigns;

(e) its Site and its activities through and in connection with the ClickLink Services and relevant Advertiser Network shall not contain, transmit or otherwise involve any Malware or other equivalent or similar code or material;

(f) it shall provide a clear and conspicuous link to its privacy policy from each page on its Site, and such privacy policy shall be in compliance with applicable laws, including the Data Protection Legislation;

(g) it shall disclose to Users its commercial relationship with Advertiser to the extent, and in the manner, required by all applicable law, regulation, or codes of conduct;

(h) any Intellectual Property it uses does not and will not infringe any third-party right (including without limitation by being obscene, defamatory or infringing any copyright, trade mark or other proprietary right);

(i) that Partner’s participation in the Campaigns is undertaken in the course of a business.