夜色直播

1.1 Applicability. These Product Specific Terms set forth the legally binding terms and conditions for the Reselling of the Partner's Services to Customers through the 夜色直播 Platform.

2.1 Definitions. Capitalized words not defined in these Product Specific Terms have the meaning to such words in the Master Terms and Conditions. In the event of any conflict between the definitions of terms in the Master Terms and Conditions and these Product Specific Terms, the definitions provided in these Product Specific Terms will take precedence.

1. "Card Fee鈥� means the fee for the use of payment card networks;
2. 鈥淐ross-border Transfer鈥� means Payment Service Provider services that facilitate the cross-border transfer of funds;
3. 鈥淐ustomer鈥� means a person purchasing Partner鈥檚 Services from the Listing;
4. 鈥淐ustomer Fee鈥� means the fee listed on the 夜色直播 Platform as the amount payable by the Customer for the Partner's Services;
5. "Chargeback" means a Transaction that is successfully charged back at the request of the Customer or the issuing bank, pursuant to the relevant Scheme Rules, resulting in a partial or full reversal of the Transaction;
6. "Chargeback Fee" means the fee in respect of a Chargeback;
7. 鈥淒ispute鈥� means an instruction initiated by a Customer to reverse or invalidate a processed Transaction;
8. "Effective Date" means the date on which these Product Specific Terms comes into force and effect;
9. 鈥淟isting鈥� means the Partner鈥檚 Services offered to Customers through the 夜色直播 Platform;
10. "Merchant Fees" means Card Fees, Card Protection & Tokenisation Fee, Chargeback Fee, Payment Request Fee (if applicable), Refund Fee, Cross-border Fee and other fees as specified in the Agreement or later communicated by 夜色直播 to Partner. All Merchant Fees are paid by the Partner to 夜色直播.
11. "Payment Processing Services" means payment processing services provided by the Payment Services Provider;
12. "Payment Request Fee" means the fee charged for every payment request processed through a Payment Terminal;
13. "Payment Services Provider" means Stripe Inc., a Delaware corporation and/ or Stripe Payments Company or other Stripe鈥檚 Affiliate as the case may be;
14. 鈥淧ayout鈥� means the final amount of funds transferred by 夜色直播 to the Partner. It is calculated as the Customer Fees received by 夜色直播 minus Merchant Fees and other Fees or amounts payable by the Partner to 夜色直播 and other fees payable to the Payment Service Provider or Partner鈥檚 receiving bank as the case may be.
15. 鈥淧roduct Specific Terms鈥� means these Product Specific Terms applicable to Reselling;
16. "Publication Date" means the date on which the Product Specific Terms is published on the 夜色直播 website;
17. "Refund" means a partial or full credit of a particular Transaction whereby the funds are reimbursed to the Customer on the initiative or request of Partner;
18. "Refund Fee" means fees in respect of a Refund;
19. "Reselling鈥� means the arrangement in which 夜色直播 assumes the role of a reseller of certain Partner鈥檚 Services through the 夜色直播 Platform.
20. "Scheme Owners" mean parties that regulate a specific payment method, such as VISA, MasterCard, Discover, or comparable bodies;
21. "Scheme Rules" mean guidelines, bylaws, rules, regulations, procedures, and/or waivers issued by the Scheme Owners and other financial institutions that operate payment methods and networks supported by the Payment Services Provider (this includes the payment card network operating rules for Visa, MasterCard, or the American Express networks, Bacs, CHAPs, and SEPA operating rules);
22. 鈥淭axes鈥� mean all taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction;
23. "Transaction" means a payment method transaction request initiated through the 夜色直播 Platform to transfer funds to or from an associated account of a payer.

3.1 Subject. Subject to the terms and conditions specified in these Product Specific Terms, the Partner will provide 夜色直播 with the Listing during the term of the Agreement for Reselling the Partner's Services to the Customers, and 夜色直播 will issue corresponding Payouts to the Partner. 夜色直播 does not directly provide any of the Partner鈥檚 Services to the Customer. Reselling is considered a 夜色直播 Service under the Master Terms and Conditions and Master Terms and Conditions will apply to the Reselling.

3.2 Reselling The Partner hereby appoints 夜色直播 as its non-exclusive reseller of certain Partner's Services through the 夜色直播 Platform worldwide to Customers during the term of the Agreement. Partner is solely responsible for providing Partner鈥檚 Services to Customer.

4.1 Listing. The Partner agrees to submit the Listing in the 夜色直播 Platform in accordance with any instructions or specifications provided by 夜色直播. The Partner has full control and is entirely responsible for uploading the availability of accommodation and other Partner鈥檚 Services being part of the Listing, as well as keeping the terms and conditions governing the Partner鈥檚 Services made available through Listing up to date.

4.2 Customer Fees. 夜色直播 is authorized by the Partner to charge the Customer the Customer Fees.

4.3 License Grant. By uploading its Listing to the 夜色直播 Platform, the Partner authorizes 夜色直播 to use any trademarks, service marks, trade names, proprietary logos, domain names, and any other source or business identifiers in connection with the Reselling of the Partner鈥檚 Services under the Agreement.

4.4 Warranties. The Partner represents and warrants that the Listing or any other content uploaded by the Partner on the 夜色直播 Platform (i) will not breach any agreements made by the Partner with any third party, (ii) will comply with all applicable legislation, and (iii) will not conflict with the rights of any third parties. 夜色直播 is entitled, at any time and at its sole discretion, without prior notice, to remove or disable access to any available Listing and any Partner鈥檚 content uploaded to the 夜色直播 Platform if it is deemed objectionable for any reason, particularly if it violates applicable laws and regulations.

5.1 Payouts. 夜色直播 is responsible for disbursing Payouts to the Partner. The Partner acknowledges and agrees that the Payouts are provided by the Payment Service Provider on behalf of 夜色直播. As the Payouts are subject to Cross-border Transfers, the Partner acknowledges that there might be additional requirements or fees imposed by the Partner鈥檚 local receiving bank. Therefore, the Partner expressly consents to being contacted directly by the Payment Service Provider or their receiving bank regarding these requirements and to pay any additional fees they may require.

5.2 Set off. The Partner hereby authorizes 夜色直播 to offset all Merchant Fees, Fees, and other sums payable by the Partner against Payouts. If the Payouts do not fully cover the amounts owed to 夜色直播, the Partner is obligated to immediately pay 夜色直播 a sum equal to the remaining balance.

5.3 Payout Delay. The Partner acknowledges that 夜色直播 may delay or withhold paying out a Payout in the event caused by (a) the unavailability of a Payment Service Provider or their financial partner, governmental authority, telecommunications provider or other service provider; (b) incorrect information, such as bank account numbers, provided to 夜色直播; (c) Partner鈥檚 equipment, software or other technology; (d) an event over which 夜色直播 has no reasonable control. Additionally, 夜色直播 may delay or withhold a Payout if 夜色直播 or the Payment Service Provider reasonably believes that a Dispute is likely to occur in relation to the Transaction. In such cases, the Payout may be held until the Dispute is resolved.

5.4 Currency Conversion. The Partner acknowledges that the Customer Fees will be subject to currency conversion, and it is at the Payment Service Provider's sole discretion to identify at the time of the Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.

5.5 Taxes. If 夜色直播 is required to withhold any Taxes, 夜色直播 may deduct those Taxes from the amount otherwise owed to the Partner and pay those Taxes to the appropriate taxing authority. If the Partner is exempt from paying or is otherwise eligible to pay a reduced rate on, those Taxes, the Partner may provide to 夜色直播 an original certificate that satisfies applicable legal requirements attesting to its tax-exempt status or reduced rate eligibility, in which case 夜色直播 will not deduct the Taxes covered by the certificate. The Partner must provide accurate information regarding its tax affairs as 夜色直播 reasonably requests.

5.6 Deposit. 夜色直播 may request that the Partner provide a deposit or reserve to mitigate the risk of loss to 夜色直播 associated with the Reselling model. The Partner acknowledges that 夜色直播 is authorized to fund the reserve or deposit from the Customer Fees or by directly requesting funds from the Partner. The Partner agrees to promptly provide the required funds upon 夜色直播' request. 夜色直播 may retain the deposit or reserve during the Term and for a period of one (1) year after its termination.

6.1 Partner麓s obligation to undergo KYC verification. The Partner must undergo (Know Your Customer) verification to enable 夜色直播 to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services, and other applicable laws and regulations. The Partner acknowledges and agrees that the Payment Service Provider may also conduct KYC verification of the Partner and directly request information or documents from the Partner for KYC verification purposes.

6.2 KYC verification process. Upon 夜色直播's or Payment Service Provider鈥檚 request, the Partner will, at any time and without undue delay, complete the KYC verification form, provide 夜色直播 or Payment Service Provider with the requested information related to its operations, shareholders, ultimate beneficial owners, and other relevant details, and submit any required supporting documentation. The Partner is obligated to provide comprehensive, accurate, and up-to-date information.

6.3 Additional examination. The Partner agrees that 夜色直播 or the Payment Services Provider may conduct additional examinations of the Partner's identity, creditworthiness, and background by contacting and consulting relevant registries and governmental authorities.

6.4 KYC Verification Results. After the submission of all required information and documents, 夜色直播 and/or the Payment Services Provider will verify the Partner. Following Partner verification, 夜色直播 has the sole discretion to accept or refuse to provide 夜色直播 Services to the Partner.

6.5 Changes to information. The Partner agrees to provide 夜色直播 with advance notice of any changes to the information provided during the KYC verification process.

6.6 Authorized disclosure. 夜色直播 retains the right to share the information and documents collected during the KYC verification process about the Partner with the Payment Service Provider, the Payment Service Provider's Affiliates and 夜色直播' Affiliates.

6.7 Suspension and Termination. The Partner acknowledges and agrees that 夜色直播 may: (a) suspend the provision of 夜色直播 Services to the Partner with immediate effect, and/or (b) terminate the Agreement with immediate effect if any of the following conditions occur: (i) the Partner does not complete the KYC verification form or provide 夜色直播 with the requested information or documents without undue delay after a request, (ii) the KYC verification process cannot be completed in a timely and proper manner for any reason, (iii) the Partner fails to provide advanced notice of changes to the KYC information as outlined in Clause 6.5, (iv) the Partner does not meet current or future KYC verification requirements, or (v) 夜色直播 refuse, at their sole discretion, to provide Reselling to the Partner as a result of KYC verification.

7.1 Liability. Partner shall be responsible and fully liable to 夜色直播 for Chargebacks, Chargeback Fees, Refunds, Refund Fees, and fees arising from Disputes, claims, and fines associated with Partner鈥檚 activity in breach of these Product Specific Terms.

7.2 Indemnity. The Partner shall fully indemnify, defend, and hold 夜色直播 and its Affiliates harmless from third-party claims arising from (i) Reselling, (ii) providing Partner's Services to Customers, including all associated payments, expenses, Transactions, Chargebacks, Chargeback Fees, Refunds, Refund Fees, claims, fines; (iii) the cancellation of Partner's Services ordered through the 夜色直播 Platform and (iv) Partner鈥檚 gross negligence, wilful misconduct or fraud. 7.3 Partner's liability as per clause 7 shall be unlimited.

8. TERMINATION AND SUSPENSION

8.1 Termination and Suspension by 夜色直播. In addition to the reasons listed in clause 6 or elsewhere in the Agreement, 夜色直播 may suspend 夜色直播 Services and retain any Customer Fees, or terminate this Agreement if (i) 夜色直播 determines, in its sole discretion, that the Partner is ineligible for the 夜色直播 Services due to a significant fraud risk or any other risk of illegal activity associated with the Partner's use of 夜色直播 Services, or (ii) any applicable law, Payment Service Provider, or Scheme Rules require 夜色直播 to do so.

9. CHANGES TO THESE PRODUCT SPECIFIC TERMS

9.1 Changes to the Product Specific Terms. 夜色直播 may, at its sole discretion and at any time, make any changes to these Product Specific Terms. 夜色直播 agrees to notify the Partner of respective changes in advance of the changes taking effect by placing a new updated version of the Product Specific Terms on the 夜色直播 website. 9.2 Termination right. If the Partner disagrees with the changes made by 夜色直播 to these Product Specific Terms, the Partner is entitled to terminate the Agreement (and cease the use of 夜色直播 Platform and Reselling) any time within 30 days from placing a new version on the 夜色直播 website.