Vendor Agreement & User Agreement
Effective October 29, 2021
The following terms of this Vendor Agreement (“Agreement”) apply if you are selling Products with Shiro Brand Enterprise (“We“ or “us”) and/or post Content to be displayed and/or offered for “distribution” (i.e., for use on digital or physical Products) on websites, mobile sites, via marketplace listings, and/or apps that are: (i) owned or operated by or for Shiro Brand Enterprise, or managed by a Shiro Brand Enterprise owned account, or (ii) on Shiro Brand Enterprise branded pages on which Products are displayed and posted for sale (collectively, “Site”). Users of the Site who upload Content for digital or physical Products are referred to as “Vendor“.
By using our services, you grant the following licenses to Shiro Brand Enterprise: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Content (a) in or on Products and (b) in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site, your Content and Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Content and/or Products; (ii) promotional “streams” of audio/video/photographic content, including but not limited to your Content, on the Website, (iii) Products or Content placement in magazines, television shows, movies, and other media; and (iv) the distribution of Content and Products available on the Site through third party product feeds and websites. You also grant us the license and the right to make modifications to your Content as necessary for viewing/download/sale on a particular Product, as applicable, or for other manufacturing or Site-related purposes.
You retain all copyright and other intellectual property rights in your Content. You may delete or hide your Primary Content and certain types of Secondary Content from the Site at any time, but due to caching and other technical issues, it may take a number of days for it to be completely removed from the Site. Upon the removal of Content, the licenses above will terminate, except that Shiro Brand Enterprise may continue to use or access your Content (i) to fulfill any orders placed prior to termination, (ii) in marketing and promotional materials if such materials were created prior to removal of the Content, and (iii) to defend against or respond to infringement claims.
Tags, Spam and Descriptions.
Shiro Brand Enterprise and its community work together for their mutual benefit to keep the Site and related programs working properly and in a secure manner.
At the time you post Content for distribution, you will be asked to provide information (title, description, tags and/or categories (collectively, “metadata”) about your Content so that Users of the Site can search and find relevant Products. You will make best efforts to provide accurate, non-misleading, non-infringing information about your Content and you agree not to submit unrelated information in connection with your Content for any purpose. If we determine that your information is misleading or inaccurate or that it violates the rights of a third party, we may delete such information, delete your Content entirely, and/or terminate your Account, in its sole discretion.
There are several key pieces of information about your Content and Product that we use to help Users find what they are looking for, including but not limited to: titles, tags, attributes and categories. It’s very important to accurately label your Content and Products. By providing high-quality, accurate information, you help Users find your Products quickly and easily. Inaccurate information can create a frustrating and unproductive shopping experience for everyone in the Marketplace.
You hereby agree not to engage in script writing or other unacceptable backdoor computing practices in an effort to post multiple Products for distribution.
By using the Site, you agree to use the Site and conduct your business in a manner that demonstrates common sense and respect for the rights of Shiro Brand Enterprise, other Vendors, Users and third parties, and in accordance with applicable laws and regulations.
What is prohibited?
Here are some of the basic rules for labeling your Content and Products:
● Only use accurate and relevant terms that describe the specific Content or Product in your listing.
● You may use relevant synonyms.
● You must not label Content or Product with related, but inaccurate words.
● You should only state what the Product is, not what the Product may become or potential uses for the Product.
● You may not use words that are derogatory.
● You may not use malicious descriptions.
● You may not use copyrighted or trademarked material, unless you are the IP holder.
If you do not follow the rules set forth above, we may:
● Delete the Content or Product(s);
● Suspend your account with us;
● Withhold any Earnings for Content or Products that contain inappropriate or inaccurate descriptive information; and/or
● Terminate your Account (you hereby agree to forfeit any Earnings if we, in its sole discretion, finds it necessary to terminate your Account for violation of the rules in the User Agreement, this Agreement and/or any of the Policies).
How does Shiro Brand Enterprise enforce these rules?
We may take the following actions to enforce the terms of this Agreement:
● Send a notification informing you of the offending action, behavior, tag, spam or description and request that you take corrective action immediately;
● Make your Content or Product(s) unavailable;
● Delete your Content or Product(s);
● In the case of certain repeat offenders, we will, in our sole discretion, withhold payment of your Earnings; and/or
● In the case of certain repeat offenders, we will suspend and/or terminate your Account.
Additionally, we reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to the Site and any related content, services and tools, delay or remove Content and Products from the Site and discontinue our relationship with any Vendors who we determine in our sole discretion are in violation of the above-listed guidelines, including but not limited to tags that infringe the intellectual property rights of third parties, or are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any Account posting or hosting objectionable Content or recommending objectionable websites are subject to termination. Also, we reserve the right to remove Content that we determine in our sole discretion is primarily intended to promote a product or service.
We will pay you a royalty for all sales of Public Products incorporating your Primary or Secondary Content for which we receives payment “Royalty”. The Royalty rate may be updated from time-to-time.
Your Royalty will be calculated as follows:
● Royalty Calculation for physical Products: Your Royalty Rate equals to Net Sales of physical Products incorporating your Content. “Net Sales” means the purchase price received by us minus amounts charged for (i) shipping and handling, packaging and insurance; (ii) sales or similar taxes. The amounts charged for (i)(ii) equals to RM30.
Royalties are only paid on Products that incorporate your Content. We will not pay you Royalties on articles or items that are optional or that by themselves are not essential to the Product but when they are added to Products they make them more useful, versatile, or attractive “Accessories”, even when purchased at the same time as a Product that incorporates your Content.
We encourage you to review our guidelines and familiarize yourself with what constitutes Content violation. As noted above, you agree that you will forfeit any Earnings for Content or Products that violate our Content guidelines and rules.
For Payment Terms, please see the User Agreement.
We will not pay you Earnings for sales of any Products that incorporate Content that violates this Agreement, the User Agreement or any of your representations below. For example, if we discover that your Content infringes someone else’s copyright or that you do not have the right to use the Content, we reserve the right to reverse all Earnings for such Content, whether due or already paid.
Marketing and Promotions.
We may market, promote, distribute and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. We may run promotions (including volume discounts and special sales discounts). We are responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue actually receives for the sale of Products.
You represent that:
● You are the owner of the Content or that the Content is in the public domain;
● You have the legal right to grant this license to us and to enter into this Agreement;
● To your knowledge, no one else claims ownership of, or exclusive rights to, the Content;
● The Content does not infringe the privacy, celebrity, moral or other rights of any third party;
● The Content does not contain any defamatory, obscene or discriminatory content or any illegal material; and
● We may legally make and sell Products incorporating the Content without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party.
If you have a dispute with one or more Users or Designers, you release Shiro Brand Enterprise (and Shiro Brand Enterprise’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Effective October 29, 2021
USE OF THE SITE; SITE POLICIES
- Acceptance of Terms:
1.1.THIS USER AGREEMENT IS BY AND BETWEEN YOU AND SHIRO BRAND ENTERPRISE. SHIRO BRAND ENTERPRISECAN CHANGE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED USER AGREEMENT AND SHIRO BRAND ENTERPRISE MAY SEND REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGES.
- 2. User Conduct, Acknowledgements and Agreements:
2.1.In using ourservice, you agree to not:
2.1.1. upload, download, post, email, message or otherwise transmit any Content that may be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property;
2.1.2. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
2.1.3. upload, download, post, email, message or otherwise transmit any Content that may violate or infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can’t use images of celebrities or corporate products, nor images, text, or designs that you’ve copied from a website or search engine without written permission from the owner. You cannot create a “new” image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
2.1.4. upload, download, post, email, message or otherwise transmit any Content that may constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that may otherwise create liability or violate any local, national, or international law;
2.1.5. use the Service to harm minors in any way, including, but not limited to, uploading Content that may violate child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
2.1.6. upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children;
2.1.7. upload, download, post, email, message or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
2.1.8. upload, download, post, email, message or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, facilitate unauthorized access to, or limit the functionality of any computer software or hardware or telecommunications equipment;
2.1.9. remove, alter, obscure, or otherwise degrade watermark(s) or similar security measures that appear on images copied from or linked to by the Site;
2.1.10. upload, download, post, email, message or otherwise transmit false or misleading information;
2.1.11. disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
2.1.12. access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
2.1.13. disrupt or interfere with the enjoyment of any other Users of the Site or affiliated or linked websites;
2.1.14. embed, copy, mirror, forward-to, or otherwise replicate any part of Shiro Brand Enterprise’s websites or applications, except as permitted in writing by Shiro Brand Enterprise;
2.1.15. incorporate images, faces, likenesses or names of any celebrity, public figure, or individual who does not want their name, likeness, or image used, in any way that would violate a person’s right of privacy or publicity;
2.1.16. use a manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Service;
2.1.17. transfer your Shiro Brand Enterprise Account to another party without Shiro Brand Enterprise’s written consent;
2.1.18. copy, modify or distribute, except as otherwise allowed by Shiro Brand Enterprise herein or on the Site, any (i) Content, (ii) services or tools, or (iii) Shiro Brand Enterprise’s copyrights and trademarks, from the Site;
2.1.19. upload and/or exploit any other User’s Content (including Collaborative Content, as applicable), on the Site or elsewhere, for use by others; or
2.1.20. harvest or otherwise collect information about Users, including names and email addresses, without their consent.
2.2. By using the Site, You hereby acknowledge and agree that:
2.2.1. You are responsible for the creation and compilation of your Content, and that neither Shiro Brand Enterprise nor any other party involved with the production of any Product incorporating such Content assumes that responsibility. Shiro Brand Enterprise’s production of any Product depicting your Content does not indicate that Shiro Brand Enterprise approves of the Content, that the Content obeys any and all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.
2.2.3. You are responsible for actions and communications undertaken under your Account. Shiro Brand Enterprise takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Shiro Brand Enterprise and its affiliates, contractors, agents and employees for losses, damages and injuries that are based on or relate to your communications or Content on the Site. You agree to indemnify Shiro Brand Enterprise and its affiliates from all claims and expenses, including reasonable attorneys’ fees, which claims are based on or arise from your violation of any of the provisions of this Agreement, except with respect to Shiro Brand Enterprise’s own negligence.
2.2.4. Shiro Brand Enterprise does not endorse any Content submitted to the Site by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and Shiro Brand Enterprise expressly disclaims any and all liability in connection with Content. Without limiting the foregoing, Shiro Brand Enterprise and its designees shall have the right to remove, without prior notice, any Content that they believe may violate the Agreement, is subject to complaint, or is otherwise objectionable to Shiro Brand Enterprise. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
2.2.5. You will not use any Product distributed and/or ordered from the Site in a way that would be damaging to Shiro Brand Enterprise’s public reputation or that of its employees, board members, shareholders, licensors, or partners. Additionally, you acknowledge that if you choose to display any Product ordered from Shiro Brand Enterprise, in a public setting, including on the Internet, in a way which disparages Shiro Brand Enterprise, Shiro Brand Enterprise’s board members, employees, shareholders, licensors, or partners, Shiro Brand Enterprise reserves the right to demand immediate return of the Product, and to furthermore pursue all recourses and remedies available under the law.
2.2.6. The Site may provide, or third parties may provide, links to other websites or resources. Because Shiro Brand Enterprise has no control of such sites and resources, you acknowledge and agree that Shiro Brand Enterprise is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources. Shiro Brand Enterprise is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
- 3. Termination
3.1.You agree that Shiro Brand Enterprise, in its sole discretion, may terminate this Agreement, in whole or in part, including but not limited to termination of your password, Account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. Shiro Brand Enterprisemay also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Shiro Brand Enterprise may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Site. Should Shiro Brand Enterprise deactivate or delete your Account due to your violation of this Agreement in any way, as determined in Shiro Brand Enterprise’s sole discretion, Shiro Brand Enterprise reserves the right to withhold payment of any Royalties, Referral Fees or other monies associated with your Shiro Brand Enterprise Account(s). Further, you agree that Shiro Brand Enterprise shall not be liable to you or any third-party for any termination of your access to the Site. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your Account.
3.2. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
EARNINGS AND NON-CONTRIBUTING ACCOUNT FEES
4.1. If you participate as a Vendor or Associate (as both terms are defined in the Vendor Agreement), only if and when Shiro Brand Enterprise determines that your Account and Stores have remained in compliance with the Policies (as defined in Section 1.2 hereof) for the entirety of the period for which payment is made and through to the date that the payment is issued, Shiro Brand Enterprise will pay royalties, referral fees, volume bonus and any other compensation owed to you (collectively, “Earnings”), subject to the following:
4.2. Shiro Brand Enterprise maintains a statement of your Earnings. You may check your statement in the “Vendor Dashboard” section of your Account.
4.3. When Earnings are Earned and Payable: The following conditions must be met before Earnings are earned and payable by Shiro Brand Enterprise to you (“Earned and Payable”):
4.3.1 Payment Threshold: Your Earnings must meet a Payment Threshold for the payment method you have chosen on your Payment Settings page (Bank Transfer).
188.8.131.52. “Payment Thresholds” mean RM100 for payments by Bank Transfer. Payment Thresholds are subject to change at any time or from time-to-time, in our sole and absolute discretion. You will be notified of any change in the Payment Thresholds.
184.108.40.206. You may request payment of your Earnings even if you have not met the Payment Thresholds, subject to payment of the following processing fees: RM2.00 for any Bank Transfer under RM100 (collectively, “Processing Fees”).
220.127.116.11. Shiro Brand Enterprise, in its discretion, may change the methods of payment that are available, and certain methods of payment may not be available for all balances.
4.3.2. Provide All Necessary Information: You must provide Shiro Brand Enterprise with all information necessary to process your Earnings payment (e.g., IC photocopy, SSM documents, personal information, proper bank account information).
18.104.22.168. In the event you have not provided us with this information, Shiro Brand Enterprise may withhold payments until you have provided all necessary information.
22.214.171.124. In the event that an order for which you were paid Earnings is either cancelled, returned or refunded for any reason, or if Products that generated a referral fee are returned by the User, Shiro Brand Enterprise will deduct the relevant amount from your Earnings.
4.4. Payment Timing:
4.4.1. Once Earnings are Earned and Payable, payment will be made within forty-five (45) days after the end of the relevant month.
4.4.2. Shiro Brand Enterprise will pay your Earnings in accordance with the selections you make in the “Payment Settings” page in “Vendor Dashboard,” and Shiro Brand Enterprise makes the following options available:
126.96.36.199. payment prior to reaching the Payment Thresholds, subject to payment of the Processing Fees; or
188.8.131.52. have your Earnings held in your Account until you choose to have your payment made (after reaching the Payment Threshold set by Shiro Brand Enterprise).
5. LIMITATION OF LIABILITY:
5.1 TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL SHIRO BRAND ENTERPRISE OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SITE OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL NON-PERSONAL INJURY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHIRO BRAND ENTERPRISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR (E) ANY OTHER MATTER RELATING TO THE SITE.
5.2 YOU SPECIFICALLY ACKNOWLEDGE THAT SHIRO BRAND ENTERPRISE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- 6. General
6.1.The relationship of Shiro Brand Enterpriseand you, as established by this Agreement, is that of independent contractors, and nothing contained herein shall be construed to constitute either party as the agent of the other party, or as partners, joint venturers, co-owners, employers/employees, franchisors/franchisees, or otherwise as participants in a joint or common undertaking. Shiro Brand Enterprise exercises no control over you other than the ability to limit or terminate your ability to use the Site.
6.2. Shiro Brand Enterprise may assign its rights and responsibilities hereunder without notice to you.
6.3. These terms and conditions will inure to the benefit of Shiro Brand Enterprise’s successors, assigns and licensees.
6.4. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
6.5. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision.
6.6. Shiro Brand Enterprise’s failure to act with respect to a breach by you or others does not waive Shiro Brand Enterprise’s right to act with respect to subsequent or similar breaches.
6.7. The Policies constitute the entire agreement between you and Shiro Brand Enterprise, and supersedes all other communications, written or oral, with regard to the subject matter herein, the Site and services provided by Shiro Brand Enterprise.
6.8. These terms and conditions may not be modified by you.
6.9. Shiro Brand Enterprise will attempt to notify you when major changes are made to this User Agreement but you should periodically review the most up-to-date version. Shiro Brand Enterprise may, in its sole discretion, modify or revise these Terms and the associated Policies at any time, and you agree to be bound by such modifications or revisions.
6.10. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits.
6.11. Shiro Brand Enterprise does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Shiro Brand Enterprise’s control.
6.12. You agree that Shiro Brand Enterprise is a platform and as such is not responsible or liable for any Content.
6.13. You use the Site at your own risk.
6.14. In the event of any conflict between the various language versions of these Policies, the English language version shall control.