Term of service
To make full use of the advantages of their businesses, both parties, for the purpose of enhancing the service level in their respective business fields and to promote the professional division of work of the Internet Alliance industry chain, based on the principles of equality, voluntariness and mutual benefit, have reached the following agreement through friendly negotiation and shall abide by the agreement.
Ⅰ. Service Definition and Explanation
Unless agreed separately under this agreement, the specific definitions of the following words are as follows:
1. Software Development Kit （SDK）：Refers to the proprietary program developed by Party A and provided to the program developer (company, team or individual) and will be inserted in the program interface under development by the program developer, so as to lead the advertising provided by Party A to the client.
2. Page View（PV）：Refers to unspecific users’ login on the program designated by both parties through end, and the number of the valid impression of the advertising provided by Party A.
3. Cost per mile（CPM）: When unspecific users login on the program designated by both parties through end, as long as the advertising provided by Party A is displayed, it shall be counted as a valid cost.
4. Cost per click（CPC）:When unspecific users login on the program designated by both parties through end, not only the advertising provided by Party A should be displayed, but the users also need to click on the advertising, which shall be counted as a valid CPC.
5. Cost per Action（CPA）: When unspecific users login on the program designated by both parties through end, not only the advertising provided by Party A shall be displayed, but the users also need to click on the advertising and place an order for the product or service promoted by the advertising, which shall be counted as the valid cost. The definition of the above mentioned “place an order” should be in accordance with the advertising contract or other similar documents between Party A and its advertisers.
Ⅱ. Cooperation Contents
1.Cooperation targets: Both parties have reached the agreement of strategic cooperation. Both parties integrate their respective resources and technological advantages and provide a variety of free application products and information services for domestic mobile users, so as to enhance the brand value of each party and take the industry leading position.
2. Cooperation methods: Party B warrants to use the mobile information services provided by Party A in the application / game developed by Party B (including but not limited to banner, points wall services, interstitial, video, rich media, pop up, targeting advertising, etc.) according to the agreement. Party A warrants to send mobile information such as the advertising from Party A’s clients in Party B’s application / game and make the settlement with Party B according to the agreement.
3.Party B’s application / game verification standards: The application and game provided by Party B under this agreement should meet the verification standards of Party A.
Ⅲ. Cooperation Valid Period
The valid period of the cooperation between both parties is from _____ to _____. Upon the expiration of the cooperation under this agreement, if further cooperation is needed, both parties shall negotiate and sign a new agreement upon expiration of the agreement.
Ⅳ. Service Fee and Settlement
1.1 Party A and Party B shall make the settlement according to Party A’s official backend system data. The settlement model should be in【CPM】.
1.2 During the cooperation, Party A provides Party B with a query platform for Party B to check and verify the relevant data. The data provided by the query platform shall only be used for the verification of the information service fee between both parties. Without the prior written consent by Party A, Party B shall not disclose the data to any third party or use the data for any other purpose.
2.1 Settlement Qualification
1- Under the condition of the nonterminal of the contract，Party A will pay Party B the amounts properly due and payable within thirty (30) days following the end of the applicable month in which it is earned; provided that, such amounts exceed two hundred and fifty dollars (USD) ($250). If the amounts properly due and payable are less than two hundred and fifty dollars (USD) ($250), then Party A will pay Party B the following month; provided that, such amounts exceed two hundred and fifty dollars (USD) ($250).
2- Party B shall issue the complete and correct invoice to Party A.
2.2 Settlement Process
From the 6th to the 11th of each month，Party B shall log in the Party A’s official backend system and upload the invoice and send the withdrawal application to Party A according to the valid data about the payment information from Party A's platform regarding its【USD】revenue. After Party A approves and confirms that Party B is qualified to carry out the settlement, Party A shall pay Party B.
2.3 Party A shall make the payment regarding the above-mentioned fee to Party B according to Party B’s account information:
2.4 Unless otherwise agreed, PARTY B is solely responsible for the wire transfer, and exchange rates (if applicable).
Ⅴ. Party A’s Rights and Obligations
1. Party A shall ensure that the mobile information provided according to the agreement does not violate the relevant policies, regulations, decrees of the country and does not infringe upon the legitimate rights and interests of the third party. Party A shall bear the legal consequences caused by the above-mentioned violation independently, and compensate for all direct losses caused by Party A to Party B and other users.
2. Party A provides Party B with the necessary resources and information required to access the mobile client information, including but not limited to SDK source program, detailed instructions and tutorials of SDK insertion, back end system account information, customer service contact information and so on. Party A shall have the right to make requests and suggestions on the way Party B inserts its SDK, and shall have the right to refuse Party B's applications and / or games that illegally use Party A's SDK.
3. Party A shall be responsible for the operation and management of the relevant systems provided by Party A in this cooperation. Party A shall ensure the efficient operation of the information service, ensure the technical stability of the information system and shall be responsible for providing customer service support for the information system.
4. Party A guarantees that its mobile information services provided under this agreement does not include malicious subscription and charging traps, otherwise Party A shall be liable for compensating for Party B's losses arising therefrom.
5. Party A guarantees that all statistical data provided to Party B is authentic, valid and complete, otherwise Party A shall compensate Party B for all direct economic losses arising therefrom.
6．Without the prior written consent or email confirmation from Party B, Party A shall not transfer the cooperation contents and operation data involved in the cooperation between both Parties to any third party, and shall not make use of the function and information provided by Party B to engage in any business activity irrelevant to the cooperation under the agreement. Party A shall compensate Party B for all direct economic losses arising therefrom if Party A violates the provisions of this article, except that such transferring is for the purpose of performing this agreement or if it is specified in the agreement.
Ⅵ. Party B’s Rights and Obligations
1. Considering this cooperation involves a large number of Party A's clients as well as client data, Party B shall not disclose to any third party about operating data in this cooperation, and shall not have any conduct which would damage or do harm to the business relationship between Party A and its clients. If Party B violates this article, Party B shall compensate Party A for all losses arising therefrom. For the sake of clarification, if the above-mentioned conducts under this article carried out by Party B's employees or agents, it shall also be regarded as Party B's breach of the agreement (no matter if it is under Party B's instructions or not).
2. Party B warrants that the mobile phone application and / or game products provided to Party A do not violate any applicable laws, regulations or other regulatory documents, do not contain any insult or slander, and shall not infringe the legitimate rights and interests of any third party (including but not limited to intellectual property right, personal right, right of honor, portrait right and privacy right, etc.), otherwise Party B shall take full responsibility for all legal consequences arising therefrom.
3.Upon the signing of this agreement, before providing the cooperative publishers / channels to Party A for the services under the agreement, Party B shall be obliged to perform safety inspections on such cooperative publishers / channels (including any updates and upgrades during the period of cooperation). Any conduct such as malicious fee deduction, privacy invasion, remote control, malicious propagation, expenses consumption, system disruption, deception and so on, and any applications / games and site that contain contents prohibited by laws and regulations, shall not be included in the services provided to Party A in accordance with this agreement. If it is found out in the future that the above-mentioned conduct or content exists in the cooperative publishers / channels provided to Party A, Party B shall immediately terminate its cooperation with such publishers / channels and shall immediately notify Party A. Party B shall be responsible to bear all the consequences arising from Party B's breach of this agreement, and Party A shall have the right to further investigate Party B's liability.
4. Party A shall guarantee the information plugin provided to Party B and shall not charge users for any fee or contain other conducts that violate the law, otherwise Party B shall have the right to require Party A to correct immediately and suspend the services in the meantime. If Party A refuses to correct, Party B shall have the right to terminate the services and shall have the right to investigate Party A's liability to compensate for the losses arising therefrom.
5. Party B shall be responsible for the technical maintenance of its application / game products and guarantee the stability of the mobile client products or services. Party B shall ensure that the content of Party A 's information can be displayed, clicked and opened. During the valid period of this agreement, Party B shall not cease publication of Party A 's information without the consent of Party A, except the suspension of publication by Party B due to Party A 's breach of the agreement. If Party B violates the provision of this article, it shall compensate Party A for all the losses (including but not limited to Party A's advertisers' claim for compensation for losses against Party A).
6. Party B shall not increase the profits by cheating. If Party B has any act of cheating, it shall be dealt with in accordance with Article 4, Clause Ⅷ under this agreement.
7．During the cooperation, Party B should display the icon or add the link at the spot of cooperative partners of its own official website and / or its user service website, and cooperate with Party A actively for its promotion.
Ⅶ. Intellectual Property Rights and Confidentiality Terms
1. Party A and Party B shall fully respect and protect mutual intellectual property rights involved in this contract, and promise to fully respect and protect the intellectual property rights of the third party involved while fulfilling the contract. There should be no flaws in the intellectual property rights of the related contents and products provided for this cooperation by each party. Otherwise, Party A and Party B should bear the responsibility and loss of the consequences on their own caused by the contents and products provided.
2. During the cooperation between both parties, if there is any intellectual property right dispute with the third party caused by the contents of the cooperation, both parties are obliged to inform each other timely. The party that provides or makes the relevant contents causing intellectual property right dispute shall be responsible for coordinating with the third party in time to deal with the dispute, and shall be liable for its own conduct. The party coordinating with the third party shall timely provide a written statement of the handling and related issues to the other party.
3. Party A and Party B shall treat all non-public and commercially sensitive information such as technology, finance and trade secrets as confidential information and bear the obligation of confidentiality. Party A and Party B shall not, without the prior consent of the other party, disclose any confidential information of the other party to any third party or make use of the confidential information for any purpose irrelevant to the cooperation under this agreement or use the information by improper means which would do harm to the other party's interests, except the compulsory use or disclosure required by the applicable laws or legally binding orders, or the governmental, judicial authorities with jurisdiction. (But the scope of such use or disclosure is limited to the requirement by applicable laws and regulations or by governmental or judicial authorities with jurisdiction.).
4. Confidential information does not include:
(A) Information or data that is known to the public
(B) Information or data that the parties have legally acquired through legitimate means, and both parties do not have any obligation of confidentiality for it.
5. Party A and Party B are obliged to perform the confidentiality obligations under this agreement, and shall not disclose the confidential information to the third party by any means for any reason (except that the shareholders, directors and employees of Party A and Party B, as well as the agents and consultants hired by both parties, learn from Party A and Party B about this agreement so as to perform their respective duties). Otherwise, Party A and Party B have the right to require the other party to compensate for their loss and investigate the other party’s legal responsibility.
6. The above-mentioned contents of the intellectual property rights and confidentiality obligations shall not be invalid due to the invalidity, earlier termination, cancellation or inapplicability of the agreement.
Ⅷ. Responsibility for Breach of Agreement
1. If any party fails to fully and timely perform any of its obligations under this agreement, it shall be deemed as the breach of the agreement and the breaching party shall bear the liability for breaching the agreement. If any loss is caused to the other party, the breaching party shall compensate the other party for all direct economic losses.
2. Except that Party B does not perform the agreement or breaches the terms under this agreement, if Party A does not pay for the information service fee in full, timely in accordance to the agreement, and the payment exceeds 【30】days of overdue, Party B shall have the right to suspend the relevant information services under this agreement and send the written payment reminder to Party A. If Party A continues to refuse to make the payment or defers payment over 【10】days, Party B shall have the right to terminate the agreement.
3. If Party B fails to perform the agreement or violates the terms of the agreement, Party A shall have the right to suspend the relevant agreed information interface and suspend the settlement with Party B.
4. If Party B has any behavior of cheating, the forms of cheating including but not limited to, malicious automated clicks, inducing users to click, generating fake traffic and so on; such as hiring or abetting other people to click on advertising repeatedly, downloading the advertising through the mobile store and preloaded channels for users; downloading through emulator or bot; simulating clicks, download or activation through technical means; changing the advertising information display forms through technical means (such as the clickable operation of banner and interstitial ads); modifying the device information artificially to fake traffic, cracking SDK to send virtual information to fake sale; the applications/ games of Party B possessing a large number of duplicate data, malicious click data and other serious cheating data; applications / games of Party B using a variety of ways to set ads to automatically click to jump or download; the click data of Party B which is not generated by real devices, but through malicious cheating act by using technology to simulate the click, et cetera. This shall be deemed as a serious breach of contract by Party B, Party A shall have the right to view the profits Party B gains from cheating as invalid and shall not be included in the settlement, or directly deduct the service fee of the month which should be paid to Party B. If Party A believes that Party B's cheating belongs to serious wrongdoing, Party A may terminate the agreement unilaterally, without making the settlement regarding all the profits gained by Party B, and shall have the right to further investigate Party B's liability for breach of the agreement. If the third-party claims for compensation against Party A due to Party B's cheating, Party A shall have the right to recourse against Party B, or deduct directly from Party B's information service fee.
Ⅸ. Force Majeure
1.“Force Majeure” refers to objective event which is unforeseen and unavoidable or otherwise beyond the control of both parties and that the event prevents one or both parties from fulfilling part or all of their obligations under the contract. Such event includes but not limits to government act (Except for administrative or criminal penalties resulting from the violation of the law by one party), natural disasters, war, network congestion or interruption which is not caused by one party, hacker attack, or any other similar events.
2. If one or both parties fail to fulfill their obligations or delay performing part or all of their obligations under the contract as a result of the above-mentioned Force Majeure events, both parties do not bear the responsibility of breach of the contract. If Force Majeure occurs after one party has delayed in performance, the liability shall not be exempted.
Ⅹ. Dispute Resolution and Other Issues
1. Any dispute arising from or about this agreement shall be solved by both parties through friendly negotiation. If both parties cannot solve the dispute through negotiation within 【20】days, any party has the right to file a lawsuit to the court at the domicile of Party A.
2. The formation, execution and explanation of this agreement and the settlement of the disputes shall be governed by the laws of Hong Kong Special Administrative Region of the People's Republic of China.
3. Any matter that is not mentioned herein may be solved by further negotiation between both parties.
4. This agreement may be executed and delivered in counterparts, (which may be exchanged by email, PDF, and/or facsimile), each of which shall be deemed an original. Such facsimile or electronic execution and delivery of an original document with original signatures.