Partner Distribution Agreement
Effective date · 2026-10-18
Parties and formation
The supplier is Hong Kong AI International Film Festival Limited, CR No. 77536113, Hong Kong SAR ("CHANNEL"). The partner is the legal entity identified in its verified application. Its signatory confirms authority to act for that entity. Acceptance of this agreement records the application terms; sales authorization takes effect only when CHANNEL approves the application, confirms the required funds and issues an authorization number and expiry date. Contact: channel@hkaiiff.org.
Authorization and independence
Authorization is non-exclusive, limited to the approved products, territories permitted by law and authorization period. Authorized, Silver, Gold and Core are commercial partner tiers, not ownership, franchise, investment or employment interests. No territorial exclusivity, sales guarantee or right to appoint sub-partners is granted without a separate written agreement. Core status remains subject to individual approval. The partner cannot bind CHANNEL, alter product commitments or claim official ownership, guaranteed returns or guaranteed film selection.
Qualification and annual review
The partner must maintain accurate entity, representative, contact and business payment information and notify CHANNEL of material changes. Qualification, tier upgrades and renewals require headquarters review. The authorization record states the actual expiry date. Qualification requires the published initial prepayment and a separately held security deposit in one selected qualification currency. Ordinary product consumption of an accepted initial prepayment does not itself cancel authorization; insufficient funds prevents new prepaid orders. A higher tier requires satisfaction of that tier’s requirements and fresh approval.
Product scope and quotations
Only products currently published and authorized for the partner may be sold. Each SKU has its own tier price, currency, service term and minimum bulk quantity. The order or purchase confirmation identifies the applicable price version. Prices are quoted as amounts, not a promise of a permanent discount. Future price changes apply to new confirmations; completed purchases and confirmed orders retain their recorded amounts. Product availability may differ across currencies. The final total and any applicable taxes or fees must be disclosed before payment; undisclosed additional charges require a new confirmation.
Currencies and payment
USD is the principal quotation currency. USD, HKD, EUR, GBP, SGD and JPY balances and orders are recorded separately. Foreign-currency price lists are fixed published quotes, even when initially calculated using a dated exchange-rate reference. CHANNEL does not automatically exchange balances or combine different currencies to meet an admission threshold. The currency shown on the payment confirmation governs the purchase. Any conversion charged by the partner’s bank or card provider is separate from CHANNEL’s quotation. A transfer receipt or payment-return page alone does not establish receipt of funds.
Prepayments and security deposits
Prepayments are funds for later product purchases; a confirmed prepaid order reserves its exact SKU price and consumes it upon successful fulfilment. Failed or unresolved fulfilment is handled through the recorded reconciliation process; a retry must not result in a second charge for the same order. Security deposits are separate performance security, do not purchase products and cannot be spent as prepaid balances. No interest or investment return is promised. Only supported, documented contractual liabilities may be deducted from a deposit; CHANNEL provides the calculation and a way to dispute it.
Bulk licences
A bulk purchase acquires the stated quantity of a specified SKU at the accepted unit price. Licences are product inventory, not stored funds or an investment. An allocation reserves one eligible licence and consumes it on successful delivery; a failed allocation is reconciled before it becomes available again. Licences cannot be exchanged freely between SKUs, transferred to other partners or redeemed for cash. They are not refundable solely because the partner changes plans, sales are slower than expected or cooperation ends. Duplicate charges, supplier non-performance and mandatory legal remedies are unaffected. No expiry for unused licences is imposed unless expressly disclosed and accepted in that purchase; later policy changes do not retroactively expire an existing lot.
Customer orders and fulfilment
The customer signs in using a verified email, chooses the relevant product and supplies accurate business details. If the partner creates an order, the customer must confirm it or provide the authority required by the service. After checking actual receipt of the customer’s payment, the partner confirms fulfilment through prepaid funds or eligible licence inventory. CHANNEL forwards the necessary order and verified account details to the product provider. Provisioning, reconciliation and fulfilled are distinct states. The customer manages INDEX services at hkaiiff.io and NODE services at aif.market. A payment receipt is not a promise that provisioning has already completed.
Retail collection and customer care
The partner is responsible for its retail quotation, customer contract, receipts or invoices, taxes, payment reconciliation, support and retail refunds. Every new or changed collection method requires headquarters approval before it is displayed. The collection beneficiary must match the approved business or a documented authorized collector. One-time links must be tied to the relevant order. Approval of a payment method does not make CHANNEL the recipient of that retail payment or guarantee collection. The partner must explain product scope accurately, retain appropriate payment evidence and must not request a customer’s account password or verification code.
Service periods and renewals
Channel products are one-time services or annual purchases and annual renewals; a product’s explicit fixed duration governs a time-limited one-time service. Annual renewal requires customer confirmation and a separate order, with no automatic debit under this agreement. The renewal term starts at the later of the current service expiry and renewal fulfilment. Customers retain valid acquired services if their partner changes or ends cooperation. Product-specific acceptable-use and service terms continue to apply. INDEX indexing is not proof of ownership, a transfer of intellectual property or a guarantee of commercial results.
Brand, storefront and conduct
CHANNEL provides the partner storefront and account tools within the shared platform. The partner supplies its authorized logo, business name, contact details and service information and warrants it has the right to use those materials. The approved tier mark may be used only during valid authorization and in the prescribed form. The partner must not impersonate headquarters, misrepresent accreditation or publish invented market, income or customer claims. CHANNEL may remove infringing or misleading content and must state the reason through the available support channel. Access to a storefront does not transfer CHANNEL trademarks or underlying software.
Data, confidentiality and security
Each party limits personal data use to legitimate qualification, service, accounting, fraud-prevention and support purposes, provides the notices required for its role and restricts access to authorized staff. Private qualification files and receipts must not be published. Necessary customer and order data may be sent to the relevant product provider and hosting, account, storage or email processors as described in the privacy notice. Partner pricing, credentials and non-public business records remain confidential, except lawful disclosures and professional advisers bound to confidentiality. The partner must promptly report suspected account compromise or data disclosure and cooperate with containment, correction and applicable notification duties.
Suspension and termination
Either party may give 30 days’ written notice to end cooperation. CHANNEL may suspend new sales promptly for suspected fraud, payment disputes, expired authorization, security risks or material breach, explain the reason and allow correction where practicable. Serious unlawful conduct or an unremedied material breach can result in termination. On termination, partner backend access and new sales cease, but existing customer services, ledger records and purchased licence rights are retained. The partner must stop using authorization marks and cooperate with customer handover. Remaining licences can be presented to headquarters with their purchase records for reconciliation and permitted fulfilment; they are not automatically erased or converted to cash.
Exit reconciliation and refunds
The partner may request an itemized reconciliation through a support ticket or the contact email, including after account access ends. Unused, unreserved prepayment is refundable after identity, source-of-funds and outstanding-order checks. Deposits are returned after documented liabilities are reconciled, with undisputed amounts handled separately where practicable. A refund is normally returned through the original payment route and in the original transaction currency; another verified route requires agreement. CHANNEL aims to provide the reconciliation result or explain remaining blockers within 15 business days after receiving complete information. Banking and payment-provider processing time is separate. These rules do not refund spent prepayments or convert already purchased licences into deposits.
Service issues and responsibility
Customers report retail payment issues to their partner; partners report provisioning, inventory or headquarters settlement issues through CHANNEL support with the order or purchase reference. Both parties must take reasonable steps to prevent and mitigate loss and correct errors. Neither party guarantees uninterrupted third-party services, customer revenue or market outcomes. Each remains responsible for its own breach, unlawful acts and data obligations. Nothing excludes liability or remedies that cannot lawfully be excluded, or permits withholding remedies for duplicate billing or supplier non-performance. No statement here creates an uptime or response-time guarantee beyond an expressly agreed service commitment.
Notices, changes and disputes
Account notices, verified email and support records are used for operational communications; parties must keep contact details current. Material agreement changes require a new version and acceptance for future cooperation and do not rewrite completed purchases. Signed product or territory addenda govern their express subject matter; otherwise the purchase confirmation governs quantities, price and term and this agreement governs the relationship. The parties first seek resolution through support and their designated representatives. Hong Kong law governs this business-to-business agreement and Hong Kong courts have non-exclusive jurisdiction, subject to mandatory laws and rights applicable to the transaction. Electronic acceptance records identify the verified account, signatory, entity, document version and acceptance time.