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Affiliate Program Agreement
Affiliate Program Agreement

Join the herd, reap rewards. The ins and outs of partnering up.

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Written by Oxelot
Updated over a week ago

1. Overview

1.1 The relevant services of our OXFUN Affiliate Program (this “OXFUN Affiliate Program”, “Affiliate Program”, “Program”)

This is a program provided and operated by OXFUN (as defined in Terms of Service, “OXFUN”, “we”, “our” or “us” or “the Platform”).

1.2 This OXFUN Affiliate Program Agreement

Set out the terms and conditions (these “Terms”) that govern your access to and participation in this Program and use of any related services entered into by and between you (the “Affiliate” or “you”) and OXFUN, and is legally binding upon you and OXFUN. By accessing and participating in the Program and using other relevant services provided by OXFUN, you agree that you have carefully read and fully understand the terms and conditions under these Terms (including any amendments made by OXFUN at any time), especially the terms which exclude or limit liabilities of the Platform under these Terms, and the terms that exclude or limit rights of the Users. If you do not accept these Terms or the contents of these Terms, or refuse to acknowledge and agree with the Platform’s right to unilaterally modify these Terms at any time, you have no right to access to, participate in the Program and use of any services provided by the Platform under these Terms and shall immediately stop using and accessing the Platform. Unless otherwise provided in this Agreement, the terms used in this Agreement shall have the meaning provided in OXFUN's Terms of Service.

1.3 The contents of these Terms also include OXFUN's various system specifications

Other agreements or rules in connection with or related to these Terms, and other relevant agreements and rules regarding the Program that OXFUN may publish on its Site from time to time. Once the afore-mentioned contents are officially released or published, they are an integral part of these Terms, and you shall be legally bound by those terms and conditions thereof. By accessing to and participating in the Program, and using any services of the Platform, you confirm you have read, understood, and accepted these Terms, the Terms of Service, risk-compliance-disclosure, any relevant terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by OXFUN on the Site from time to time in connection with this Program and the Platform (“User Agreements”), and that you agree to be legally bound by any and all terms and conditions thereof. Unless you have read and accepted all the terms and conditions of these Terms and applicable User Agreements, you are not authorized to and shall not use this Program or any of its corresponding services.

1.4 These Terms and any applicable User Agreements

Constitute the entire agreement and understanding regarding the use of any or all of the Program, and any manner of accessing them, between: You and OXFUN, depending on your location, nationality, services used, and your level of KYC completed.

1.5 These Terms shall supplement the User Agreements.

In the event of any conflict or inconsistency of any term or provision set forth in these Terms and any of our User Agreements, such conflict or inconsistency shall be resolved by giving precedence first to these Terms. All other provisions of our User Agreements not modified by these Terms shall remain in full force and effect.

2. The Program

The Program offers contracted or registered participants, the Affiliate, an opportunity to get paid different commission rates, by means of inviting new Users to register and trade on the Platform, in accordance with the terms of these Terms, including OXFUN Affiliate Program Rules、OXFUN Sub-affiliate Rules, Sub-affiliate Link Rules, Affiliate Mystery Box Rules, and any rules that shall be introduced by OXFUN from time to time (collectively, “Program Rules”). These Terms and the Program Rules set out your rights and responsibilities to conduct, access to and/or participate in any or all of the activities through your access to and participation in the Program (“Program Activities”).

2.1 Definitions

Unless defined otherwise in these Terms, terms defined and references construed in the User Agreements have the same meaning and construction in these Terms, except to the extent that the context requires otherwise, in addition:

  • Associate” means, in respect of a person, any other person which directly or indirectly Controls, is Controlled by, or is under common Control with, that person from time to time;

  • Affiliate Image” has the meaning ascribed to it in Clause 7.2;

  • Confidential Information” has the meaning ascribed to it in Clause 9.1;

  • Commissions” means the fees payable by OXFUN to the Affiliate as described in the Program Rules;

  • Control” means, in respect of a person, the holding, or controlling, in each case, directly or indirectly, of shares or any similar rights of ownership in that person bearing the majority of voting rights attaching to all the shares or other rights of ownership in that person or having the power to direct or cause the direction and management of the policies of that person whether as a result of the ownership of shares, control of the board of directors, contract or any power conferred by the articles of association or other constitutional documents of such person, and “Controlling” and “Controlled” shall be construed accordingly;

  • Effective Date” means the date upon which these Terms is agreed by you (i.e. the date on which the Affiliate accepts the Terms electronically);

  • OXFUN Trade Marks” has the meaning ascribed to it in Clause 7.3; and

  • Term” has the meaning ascribed to it in Clause 3.

2.2 In these Terms:

2.2.1 Unless the context otherwise requires or permits, references to the singular will include the plural;

2.2.2 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms or any part of it;

2.2.3 Clause headings are for ease of reference only and are not intended to be part of or to affect the meaning, interpretation or construction of any of the terms and conditions of these Terms;

2.2.4 Any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.2.5 A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;

2.2.6 Any reference to a statute, statutory provision, subordinate legislation, code or guideline is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

2.2.7 Any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.3 Performance in the Program

Unless expressly stated otherwise, you will be solely responsible for determining the most effective manner and methods to conduct any Program Activities, including determining when (i.e., the days and times), where (i.e., the particular venue or location), and how to conduct Program Activities, and the frequency with which you do so, in accordance with the Terms. Except as expressly set forth in these Terms, including the Program Rules, OXFUN will not control the manner or prescribe the method you use to conduct Program Activities contemplated by these Terms. Further, you will be solely responsible for all costs and expenses of doing business, including all payments, all taxes, and other business expenses that may be incurred in connection with the Program Activities.

3. Commencement and Duration

These Terms will take effect on the Effective Date. Unless expressly stated otherwise, these Terms will continue until terminated by you or us as set forth in these Terms.

4. Commissions and Payment

4.1 Unless expressly stated otherwise

OXFUN will pay to the Affiliate the Commissions (if any) in accordance with the Program Rules, all of which are exclusive of tax, if applicable.

4.2 Any tax imposed by any government, statutory, or tax authority

Shall be borne by the Affiliate, as the case may be.

4.3 If the Affiliate breaches any of its obligations or warranties in Clauses 5 and 6 of these Terms

Or the Program Rules, OXFUN reserves the right to withhold any Commissions due to the Affiliate and to recover from the Affiliate any amount of the payments that OXFUN had previously made under these Terms to the Affiliate before such breach.

5. Affiliates’ Obligations

The Affiliate agrees to:

5.1 provide and maintain accurate, complete, and up-to-date information

When registering for the Program and in his Program account (dashboard) once registered for the Program. OXFUN reserves the right to decline your registration. You are responsible for all activity that occurs under your Program account. Unless otherwise permitted by OXFUN, you may only possess one Program account and may not register for an additional Program account;

5.2 act solely in accordance with the Program Rules

And any rules as communicated by OXFUN from time to time and in compliance with all Applicable Laws and Regulations and online platforms’ terms and conditions and policies, (including any applicable third-party community guidelines). If you are a business, you will ensure that your employees, personnel, Associates, and agents comply with these Terms, including the Program Rules, and you will be responsible for their conduct in connection with these Terms;

5.3 inform OXFUN immediately of any criminal prosecution

Or other complaint brought against the Affiliate after the Effective Date and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters; and

5.4 inform OXFUN as promptly as reasonably practicable

Of any material developments or changes in the circumstances or activities of the Affiliate which could reasonably be expected to adversely impact OXFUN.

6. Affiliates’ Warranties and Indemnities

6.1 The Affiliate warrants, represents, and undertakes to OXFUN that:

6.1.1 The Affiliate has the legal capacity and is free contractually to enter into and to perform the obligations under these Terms and the Program Rules, and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him/her doing so;

6.1.2 In the event the Affiliate is a natural person, the Affiliate is of 18 years old, or any age that he/she/it is authorized to act as an Affiliate in his/her/its country, that and agrees to provide OXFUN with identification to confirm his age if required to do so by OXFUN;

6.1.3 The Affiliate does not have any criminal convictions of any kind subsisting at the Effective Date;

6.1.4 The Affiliate has not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by OXFUN in its sole and absolute discretion as discriminatory, racist, homophobic, sexist or extremist (whether political or religious);

6.1.5 The Affiliate has not used paid followers, bots or other forms of technology to artificially inflate his/her follower numbers or make his/her posts appear more popular; 6.1.6 His/her content (save to the extent that he incorporates material provided by OXFUN) will not infringe the copyright or any other rights of any third party;

6.1.7 His/her content will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

6.1.8 The rights the Affiliate has granted to OXFUN are vested in the Affiliate absolutely and the Affiliate has not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted) and the Affiliate agrees not to do so in the future; and

6.1.9 The Affiliate has disclosed in writing to OXFUN all material facts that are relevant to his/her engagement as OXFUN’s Affiliate, including the nature and duration of past and existing endorsement agreements between the Affiliate and third parties and endorsement agreements that are likely to be concluded during the Term.

6.2 The Affiliate shall indemnify OXFUN against all liabilities, costs, expenses, damages and losses

(Including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by OXFUN arising out of or in connection with any third-party claims or any action, adjudication or decision taken against OXFUN by any Competent Authorities, in each case directly or indirectly arising (in whole or in part) out of any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by such Affiliate in or pursuant to these Terms.

7. Intellectual Property Rights

7.1 During the Term

You may use the OXFUN Trade Marks (as defined below) and copyrightable work that are specified by OXFUN for your use solely to create and use your own promotional content for the Program Activities, in accordance with these Terms and the Program Rules, and the brand guidelines and other instructions as OXFUN may make available to you from time to time, but subject to OXFUN’s prior written approval of the promotional content you create. You may not use such promotional content you create without OXFUN’s prior written approval.

7.2 You grant to OXFUN a perpetual, irrevocable, sublicensable, royalty-free license

During and after the Term of these Terms, to reproduce, distribute, display, perform, modify and otherwise use any text, images, videos or other content (including promotional content) that you create or publish in connection with the Program Activities (collectively, the “Affiliate Image”), for any marketing, promotional or internal business purposes, without attribution or further compensation to you.

7.3 OXFUN’s trade marks

Including, but not limited to the “OXFUN”, “OXFUN logo”, “X logo” trade marks), service marks, trade dress, logos and any other indicia of the source of OXFUN’s goods or services (“OXFUN Trade Marks”) are all the property of OXFUN and its affiliates. Your limited right to use the OXFUN Trade Marks in connection with the Program Activities does not give you any right, title or ownership interest with respect to the OXFUN’s Trade Marks. All goodwill arising from your use of the OXFUN Trade Marks in connection with Program Activities, as permitted pursuant to these Terms, will insure to the sole and exclusive benefit of OXFUN.

7.4 You agree and acknowledge

That your Affiliate Image will be of the highest quality. Should the quality of the Program Activities you conduct fall below a standard deemed acceptable by OXFUN, OXFUN reserves the right to terminate your permission to use the OXFUN Trade Marks if the quality is not restored within a reasonable time.

8 - Announcement

8.1 The Affiliate agrees to refer all inquiries

From the media and other third parties received by them concerning OXFUN, the OXFUN Platform, these Terms and the Program Rules to such representative of OXFUN as may be notified by OXFUN to the Affiliate.

8.2 The parties shall co-operate in good faith

On all announcements regarding these Terms, the Program and/or the Program Activities. The Affiliate shall not issue any announcement regarding these Terms, the Program and/or the Program Activities or use any OXFUN Trade Marks, without first consulting and obtaining the prior written approval of OXFUN.

9. Confidentiality

9.1 The parties recognize:

That each party has a legitimate interest in maintaining confidentiality regarding these Terms, the subject matter of these Terms or any other agreements, documents or transactions referred to or contemplated herein and all trade secrets, confidential and/or proprietary knowledge or information of or disclosed by each other party and its Associates which that party may receive or obtain as a result of entering into or performing its obligations under these Terms (collectively, “Confidential Information”).

9.2 Subject to Clause 8 and Clause 9.3

Each party undertakes to the other parties that it shall keep the Confidential Information in the strictest confidence, and shall not, without the prior written consent of the party disclosing the Confidential Information, use or disclose to any person Confidential Information, information relating to these Terms or the transactions contemplated hereunder it has or acquires or information which by its nature ought to be regarded as confidential (including without limitation, any business information in respect of the each other party which is not directly applicable or relevant to the transactions contemplated by these Terms).

9.3 Clause 9.2 shall not prohibit disclosure or use of any Confidential Information

If and to the extent:

9.3.1 The disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of either party (or its holding company) are listed;

9.3.2 The disclosure or use is required to vest the full benefit of these Terms in the parties; 9.3.3 The disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of these Terms or any other agreement entered into under or pursuant to these Terms;

9.3.4 The disclosure is made to professional advisers or Associates of any party on a need to know basis and on terms that such professional advisers or Associates undertake to comply with the provisions of Clause 9.2 in respect of such information as if they were a party to these Terms;

9.3.5 The information is or becomes publicly available (other than as a result of any breach of confidentiality);

9.3.6 The disclosing party has given prior written approval to the disclosure or use; and 9.3.7 The Confidential Information is already in the lawful possession of the party receiving such information (as evidenced by written records) at the time of disclosure.

10. Limitation of Liability

10.1 References to liability in this Clause 10

Include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in these Terms limits any liability

Which cannot legally be limited, including liability for death or personal injury caused by negligence; and fraud or fraudulent misrepresentation.

10.3 Subject to Clause 10.2

10.3.1 OXFUN’s total liability to the Affiliate under these Terms shall not exceed the Commissions payable by OXFUN to the Affiliate under these Terms; 10.3.2 OXFUN shall not have any liability to the Affiliate for:

  • loss of profits;

  • loss of sales or business;

  • loss of agreements or contracts;

  • loss of anticipated savings;

  • loss of use or corruption of software, data or information;

  • loss of or damage to goodwill; or

  • indirect, incidental, special or consequential loss. 10.3.3 OXFUN shall have no liability for loss of publicity or loss of opportunity to enhance the Affiliate’s reputation, even if OXFUN delays or abandons the Program.

11. Termination

11.1 OXFUN may terminate these Terms

And any agreement with any Affiliate, effective immediately, without cause or upon any breach, such breach determined at the sole and absolute discretion of OXFUN, of these Terms, the User Agreements, and/or the Program Rules by the Affiliate. Upon termination, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Program Activities.

11.2 The Affiliate may terminate these Terms

Or cease participation in the Program, without cause by giving notice to OXFUN that the Affiliate intends to cease participation in the Program.

11.3 Any outstanding payment obligations

And Clauses 6.2 (Affiliates’ Warranties and Indemnities), 7 (Intellectual Property Rights), 8 (Announcement), 9 (Confidentiality), 10 (Limitation of Liability and Indemnity), 11 (Termination) and 12 (Other Provisions) shall survive the termination of these Terms.

12. Other Provisions

12.1 Further Assurances

Each of the parties shall, and shall use its reasonable endeavours to procure and ensure that any necessary third party shall, from time to time execute such documents and perform such acts and things as any of the parties may reasonably require to give each of the parties the full benefit and effect of these Terms.

12.2 Whole Agreement

The User Agreements, the Program Rules, and these Terms contain the whole agreement between the parties relating to the subject matter of these Terms at the Effective Date to the exclusion of any terms implied by law which may be excluded by contract and supersedes any other previous written or oral agreement between the parties in relation to the matters dealt with in these Terms.

12.3 Time of Essence

Any time, date or period mentioned in any provision of these Terms may be extended by mutual agreement in writing between the parties in accordance with these Terms or by agreement in writing but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence.

12.4 Waiver

12.4.1 Any liability to any party under these Terms may in whole or in part be released, compounded or compromised, or time or indulgence given, by it in its absolute discretion as regards the other party under such liability without in any way prejudicing or affecting its rights against such other party in any other respect. 12.4.2 No failure on the part of any party to exercise and no delay on the part of any party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of it or any other right or remedy.

12.5 Assignment

Unless otherwise expressly provided in these Terms, the Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under these Terms. OXFUN may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without reference to the Affiliate but by serving a written notice on you, which takes effect upon the delivery of such notice.

12.6 Remedies

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any party shall not constitute a waiver by such party of the right to pursue any other available remedies.

12.7 Third Party Rights

A person who is not a party to these Terms has no right to enforce any term of, or enjoy any benefit under, these Terms.

12.8 Variation

No variation of these Terms shall be effective unless in writing and signed by or on behalf of each party.

12.9 Costs and Expenses

Each party shall pay its own taxes, legal, professional and other costs and expenses in connection with the negotiation and execution of these Terms.

12.10 Notices

Any notice required under these Terms shall be given in writing and sent to the electronic messaging channel or address of the other party as set out in writing, or such other address as shall have been notified to the other party in accordance with this provision. Notices shall be sent by electronic transmission with immediate effect.

12.11 Invalidity

12.11.1 If any provision in these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

12.11.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause

12.11.1, Then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms and the legality, validity and enforceability of the remainder of these Terms shall, subject to any deletion or modification made under Clause

12.11.1, Not be affected.

12.12 Translation

These Terms may be translated into another language. However, in the event of any inconsistency between the English language version and a translated version, this English version will at all times prevail.

12.13 Electronic acceptance/endorsement

To the extent permitted by the Applicable Laws and Regulations, the parties agree that these Terms may be agreed between the parties or executed electronically, or any part thereof, shall not be denied legal effect, validity, or enforceability solely on the ground that it is in the form of an electronic record. The parties further agree that they shall not dispute the validity, accuracy, legal effectiveness or authenticity or enforceability of these Terms merely on the basis that it is executed or agreed electronically, and that such electronic record shall be final and conclusive of the parties’ agreement of any relevant matter as set out in these Terms.

12.14 Data protection

The parties hereby acknowledge and agree that the parties’ performance of these Terms may require the parties to process, transmit and/or store the other party’s personal data or the personal data of the other parties’ employees and Associates. By submitting personal data to any party, such party agrees that it and its Associates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling such party to perform its obligations under these Terms. Any unauthorized disclosure or use of the data shall constitute a material breach of these Terms and may lead to a termination of the business relationship. In relation to all personal data provided by or through a party to the other party, such party procures that it will be responsible as the sole data controller for complying with all applicable data protection or similar laws such as the General Data Protection Regulation ((EU) 2016/679) as well as laws implementing that directive that regulate the processing of personal data and special categories of data as such terms are defined in that directive.

12.15 Non-Solicitation

Except as otherwise agreed between the parties in writing, during the Term, and for a period of two (2) years after any termination of these Terms hereunder for any reason, the Affiliate shall not, directly or indirectly, (i) induce or attempt to induce any employee or representative of OXFUN, licensees of OXFUN, and/or other Affiliates to leave; (ii) in any way interfere with the relationships between OXFUN and any such employee or representative of OXFUN, licensees of OXFUN, and/or other Affiliates; (iii) employ or otherwise engage as an employee, consultant or otherwise any such employee or representative of OXFUN, licensees of OXFUN, and/or other Affiliates; or (iv) solicit or otherwise attempt to establish any business relationship with any user of the Platform or client to whom OXFUN and its Associates had provided services at any time during the Term.

12.16 Anti-Bribery & Corruption

12.16.1 Each party represents that performance under these Terms will be made in compliance with the anti-bribery and anti-corruption laws in any Applicable Laws and Regulations, and neither it, nor any of its directors, officers, agents or employees acting on behalf of it, has taken any action that will cause the other party or their Associates to be in breach of such Applicable Laws and Regulations.

12.16.2 Each party warrants that it and its Associates have not made, offered, or authorized and will not make, offer, or authorize with respect to the matters which are the subject of these Terms, any payment, gift, promise, reimbursement or other transfer of anything of value, or any solicitation, or other advantage, whether directly or indirectly through any other person or entity, to or for the use or benefit of any officer or employee of the other party or any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate the Applicable Laws and Regulations.

12.16.3 Neither party shall make any unofficial payment made to (i) a government employee to speed up an administrative process where the outcome is already pre-determined (facilitation payment) in the performance of its obligations in terms of these Terms; or (ii) to any political party for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful, illegal or improper means.

12.16.4 Each party agrees to maintain adequate internal controls and to keep accurate and complete records that support the payments due and all transactions under these Terms. 12.16.5 Any breach of, or failure to comply with, the provisions of this Clause 12.16 shall be deemed a material of these Terms and shall entitle the non-breaching party to immediately terminate these Terms and any agreement between the parties forthwith.

12.17 Nature of Agreement

Nothing in these Terms will create, or be deemed to create a partnership, a joint venture, an agency, a fiduciary duty, or a contract of employment between the parties. The only relationship created by these Terms is that of independent contractors and OXFUN will not in any event be regarded as the employer of the Affiliate. Except as expressly provided herein, neither party by virtue of these Terms has the authority to transact any business in the name of the other party or on its behalf or to incur any liability for or on behalf of the other party.

12.18 Jurisdiction and Dispute Resolution

12.18.1 These Terms, your use of the Program, any claim, counterclaim, or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.

12.18.2 You acknowledge and agree that in the event of any dispute, controversy, difference, or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s mediation rules in force for the time.

12.18.3 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 12.18.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). 12.18.4 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). OXFUN shall appoint one (1) arbitrator, and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English. 12.18.5 You agree that OXFUN shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents that are relevant and material to the outcome of the Dispute.

12.18.6 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

12.19. Miscellaneous

12.19.1 OXFUN reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on the Website. Please regularly check the latest information posted therein to inform yourself of any changes. Your continued use of, access to, or participation in the Program and/or the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, please stop using such access, participation, and/or use immediately.

12.19.2 You shall carefully read these Terms, and any document referred to in these Terms that constitutes the contents of these Terms. If there is anything that you do not understand in the Agreement and/or any document referred to herein, you should contact OXFUN and seek clarification.

12.19.3 OXFUN has the sole and final discretion of interpretation of these Terms.

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