The Participant (Customer / Reseller), who use or refers this web product, is hereby agreed as follows:

Bloc offers a “Referral Program” to encourage the participant to refer the Services to merchants who are not utilizing, or who have not applied to utilize, the Services (“Program”).

The Participant is hereby granted non-exclusive permission to participate the Program pursuant to the terms of this Agreement and any other terms from time to time stipulated by Bloc.  The Participant agrees to participate in the Program as provided herein and as otherwise instructed by Bloc.  This Agreement is not exclusive to the Participant, and Bloc reserves the unrestricted right to sell, license, market and distribute the Services or the Program to others or to grant to others the right to participate in the Services or the Program.

The Participant agrees to comply with all of the terms and conditions of this Agreement and the Program.  Bloc will pay Participant a referral fee (“Referral Fee”) for each merchant which purchases the Services directly referred to Bloc (“Merchant”) and whose application Bloc has accepted.  Bloc reserves the absolute right in its sole discretion to deny the application of any Merchant.

The Participant acknowledges that Bloc will review the application of each Merchant in accordance with Bloc’s policies to ensure that each Merchant shall meet Bloc’s requirement of utilize the Services.

The amount of the Referral Fee payable to the Participant will be described in Schedule B for each new Merchant to Bloc and accepted by Bloc for the Services.  The Referred Fee of any new Merchant will be paid to the Participant after all applicable setup fees for the services are received by Bloc from the new Merchant on a quarterly basis.

Ownership of all intellectual property relating to Bloc, “CMS”, “www.blocecatalog.com”, the Services and the Program provided by Bloc shall belong to Bloc,  The Participant shall put the name of Bloc or its portal name “www.blocecatalog.com” or their hyperlinks on the website of the Participant for the purposes of promoting the Services provided that such names and hyperlinks shall be removed from the website of the Participant if so requested by Bloc during the term or after termination of this Agreement.

The Party hereto agrees to keep and procure to be kept confidential the terms of this Agreement and any information in whatever form obtained from the disclosing Party pursuant to this Agreement, whether or not designated as confidential (“Confidential Information”).  Each Party undertakes not to make available or permit to be made available any Confidential information to any third party unless it has obtained prior written approval fro the disclosing Party or such information is already made known to the public or disclosure is required by law.  Each Party further undertakes to disclose to its employees, officers or agents on a need-to-know basis and to use any Confidential Information only for purposes related to this Agreement.

Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the Parties or constitute or to be deemed to constitute the Parties as agent of the other parties for any purpose whatsoever.  No Party shall have authority or power to bind the other Parties or to contract in the name of create a liability against the other Parties I any way and for any purpose.

Either Party may terminate this Agreement by one month’s prior written notice to the other Party, Clause 8 shall service over the termination of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts.