Niiice Turbo Reseller Partner Agreement

This Agreement is between Chen Yu Co., Ltd. (Niiice Design, Tax ID No. 83736436, “Niiice,” “we,” or “us”) and the approved reseller identified in the application or partner account. It becomes effective when Niiice approves the application and the partner accepts electronically or in writing.

The partner represents that its application and disclosures are truthful, including whether the partner or an entity it effectively controls operates, develops, or invests in a subscription-based website-building, SEO content-generation, social-media automation, or customer-service automation platform similar to the Service. General web design, marketing agency, or consulting services are not treated as competing business and do not affect eligibility; Niiice retains reasonable discretion over approval and continued cooperation. A false representation or disclosure is a material breach under Section 14.

Niiice grants a revocable, non-exclusive, non-transferable right to promote eligible products in the approved market. The partner is an independent contractor and has no authority to bind Niiice, alter product terms, collect money in Niiice’s name without approval, or make guarantees.

Only products expressly listed as eligible in the current Reseller Schedule generate commission. Trials, free plans, excluded products, taxes, domain charges, refunds, and unauthorized discounts do not unless expressly listed.

Customer attribution follows a valid referral code, recorded assisted sale, or Niiice-confirmed attribution. A valid sale requires genuine customer payment, no fraud, no prohibited self-dealing, and no refund or chargeback during the protection period. Duplicate claims are resolved by auditable system records and documented contribution.

The partner must use current customer pricing and approved materials. Commission is calculated on the pre-tax net eligible amount actually collected after approved discounts, refunds, credits, chargebacks, and excluded items. Niiice may reject unapproved representations or pricing.

Partner tier is based on annual accumulated valid sales during the 12 months beginning on the approval anniversary. New sales determine upgrades; new sales plus eligible renewals determine maintenance, as detailed in the Schedule.

An attributed customer’s eligible renewals continue to generate commission without a fixed year limit while the account and partner remain eligible. The rate is the rate for the product and partner tier at renewal. A bundle that renews as separate products earns the applicable individual-product rates.

Commission unlocks 21 days after customer payment if the transaction remains valid. Eligible balances reaching the minimum threshold are included in the monthly settlement batch on the 15th. The 15th is a settlement date, not a promise of same-day bank receipt. Actual payout is arranged after the partner supplies required invoice or withholding, identity, bank, and claim information and Niiice completes accounting verification. Refunds, chargebacks, fraud, cancellations, duplicate payment, or erroneous commission may be offset against current or future amounts.

A business partner must provide a lawful invoice where required; an individual partner is subject to applicable withholding and reporting. The partner must keep identity, tax, and payout information accurate.

The partner may use only current approved Niiice names, marks, prices, and materials for authorized promotion and gains no ownership. It must accurately explain automatic renewal, final-payment policy, product limits, website ownership, AI limitations, and applicable legal documents and must not promise guaranteed rankings, revenue, results, or unavailable features.

Niiice contracts and bills the customer unless a separate writing says otherwise. The partner may assist but must not access accounts or personal data without permission. Lead and customer data must be collected lawfully, protected, used only for the relationship, and securely deleted when no longer needed.

Non-public pricing, costs, commission structures, roadmaps, customer data, credentials, systems, and business information are confidential and may be used only for the cooperation. Niiice likewise keeps partner customer lists, business, and identity information confidential and handles them under the Privacy Policy. The partner must not share portal access, misuse codes, reverse engineer, scrape lists, or circumvent systems, and must apply reasonable security, promptly report incidents, and return or delete confidential material when requested, subject to legal retention.

The partner must not use Niiice confidential information to develop, improve, or help others develop a product or service that is the same as or similar to the Service. Intentional or grossly negligent disclosure of materials marked confidential in writing, by document watermark, or in the system — including pricing, cost, commission-structure, or roadmap materials — or breach of the preceding restriction carries liquidated damages of NT$500,000 in addition to suspension or termination under Section 14; Niiice may claim proven damages exceeding that amount.

For the first 6 months after joining, the partner’s existing commission rates are locked as stated in the Schedule. Changes that do not adversely affect partners — such as wording clarifications, new eligible products, or higher commission rates — may take effect upon announcement by email or the partner portal. For commission reductions, scope reductions, or other materially adverse changes, Niiice generally gives at least 60 days’ notice by email or the partner portal, together with a summary of key changes. A change does not retroactively reduce commission already locked for a valid paid transaction; subsequent renewals follow the rules announced at renewal. Customer subscription price changes follow the 60-day notice rule where applicable.

Either party may terminate on written notice. Niiice may immediately suspend fraud, false application or disclosure information, unlawful conduct, security risk, serious misrepresentation, or misuse of marks; ordinary curable breaches generally receive notice. After termination, eligible attributed renewals continue for a 3-month transition period unless termination resulted from fraud, deliberate misuse, or material uncured breach.

Each party is responsible for its own conduct. The partner will indemnify Niiice for third-party claims and direct costs caused by the partner’s unauthorized promises, unlawful marketing, infringement, data misuse, fraud, or material breach, subject to applicable law. Niiice’s general limitations in the Terms apply where legally available.

The Agreement, Schedule, approved application, and incorporated policies are the entire reseller agreement. Notices may be sent to the recorded email or partner dashboard. Taiwan law governs and the Taiwan Taipei District Court has non-exclusive first-instance jurisdiction. Traditional Chinese controls. Contact: Email: [email protected]; official LINE support.