Through friendly negotiation, with the principle of mutual complementarity and win-win cooperation, both parties have reached the following agreement on the cooperation between Party A and Party B about mobile advertising traffic exchange and placement and so on.
1. The Valid Period of Cooperation
1.1. The valid period of cooperation between Party A and Party B is from _____ to _____ . Upon the expiration of the duration of the cooperation under this agreement, if further cooperation is needed, both parties shall negotiate and sign the new agreement upon expiration of the agreement.
2. Service Introduction and Definition
2.1. SHANGYOUJIA TECHNOLOGY (HK) LIMITED (hereinafter referred to as “AdView platform”): It refers to the advertising exchange system developed and run by Party B. It can provide Party A with technical services including but not limited to ad serving management, ad information maintenance, effect monitoring, financial settlement and other technical services.
2.2. Service/ Advertising Service: It refers to the service that Party B provides to Party A through AdView platform, supporting Party A to place advertising information at relevant advertising spots on third-party application (hereinafter referred to as “cooperative application”) according to the conditions chose by Party A.
2.3. DSP: It is a system that connects Party A with AdView platform, allowing the advertisings of Party A’s advertisers to place on the cooperative application of AdView platform. The DSP of Party A gathers a number of advertisers through its own service products.
2.4. CPM: It refers to the advertising cost per thousand impressions, paid by Party A for advertising. When users click once to view the page, it reflects per display of the advertising information. (It’s not limited to the same user.)
2.5. CPC: It refers to the advertising fee paid by Party A when the advertising is clicked. The number of clicks refers to when Party A’s DSP advertising published on the website page of the cooperative application according to relevant rules, mobile internet users’ per click on the advertising shall be viewed as per click of the DSP advertising.
2.6. AdView Account: It refers to the only digital number (“Username”) which can be used to identify the identification of Party A, when Party A is using the services on AdView platform. The user name and password provided by Party A shall be related to this account.
2.7. The advertisers of Party A: It refers to the clients who place advertisings through Party A’s DSP system by the way of automated or non-automated self service. The cost accounting and payments will be conducted directly between the advertisers of Party A and the DSP of Party A.
3. Service Contents
3.1. Party A and Party B agrees to carry out the cooperation of advertising traffic exchange in the following ways： some of Party A’s cooperative advertisers authorize Party A to manage part or all of the advertising requests. Party A can send part or all of these kind of advertising requests to the advertising platform of Party B.
4.1. The DSP of Party A connect the DSP’s own product system with AdView platform through the approach of API according to the technical specifications provided by Party B. Party B shall provide technical services so as to place the advertisings of Party A in accordance with the agreement.
4.2. After the successful connection between the systems of the both parties and the accomplishment of relevant development process and the test required, Party B can send partly or all of the advertising requests to Party A. The DSP of Party A can set the information publish time, bidding and other conditions through its own system.
4.3. AdView platform will arrange the traffic according to the operation and settings of the DSP regarding the price set by the DSP on its own. For example, if the DSP wins the bid, the advertising information made by the DSP (the advertising materials uploaded by the DSP, in the format of text, pictures and so on) will get to show at the advertising spot first chose by the DSP.
5. Service Fee and Settlement
5.1. Party A and Party B agree that the DSP advertising information exchanged through real-time bidding will be charged according to the pricing of CPM .
5.2. The settlement period should be based on each natural month, that is to say, from 0:00 of 1st to 24:00 of the last day of the month. Both parties shall check and confirm the data of the previous month by sending statement and sealing it before 10th of each month, and the data should be based on the data of Party B’s query system. Party A shall reply to make the confirmation no later than 10th of the month. If Party A does not send the confirmation in time, it shall be deemed as agreeing with the statement sent by Party B. Party B will send the Invoice before and by 15th of every month. Party A will make the payment in Net 30 from the date of Invoice received.
5.3. Party A acknowledges and agrees that the minimum price of CPM and budget might vary from different cooperative applications and different ad slot, or same application in different time period. AdView platform will adjust the starting price according to different situations at any time.
5.4. The advertising services agreed under this agreement are charged according to the ad impressions. The advertising can be placed through the service system automatically. Party B does not guarantee that the all DSP bid from Party A can get advertisings.
6. Payment Reconciliation and Confirmation
6.1. Party B shall have the right to adjust the charging standard and payment terms of the services according to the actual situation and shall announce or revise the rules after the adjustment. The adjustment shall take effect upon the date of announcement or modification of the rules. If Party A does not agree to adjustment, Party A shall have the right to send the request for terminating this agreement in written form within 30 days after receiving Party B’s notification, otherwise Party A shall be deemed to agree to implement this agreement in accordance with the updated plan.
6.2.- Party B will send the billable numbers before 5th of every month & Party A will confirm the billable numbers before 10th of every month for the Billing cycle.
- Party B will send the Invoice before and by 15th of every month. Party A will make the payment in Net 30 from the date of Invoice received.
- Party B will charge 0.1%/per day late charges for late payment, not to exceed 3%.
- If the payment is overdue by 30 days, it shall be deemed as the breach of the agreement by Party A and Party B shall have the right to terminate the cooperation with Party A according to the seriousness of the situation. The settlement delay caused by Party B's failure to check the data timely or provide the invoice shall not be included.
6.3. Party A can check its AdView account daily through the statistics API provided by Party B, including querying the latest advertising impressions, clicks, expenses and so on. If the discrepancy between the data recorded by Party A's DSP and the data recorded by AdView platform is less than 10%, both parties agree to make the settlement according to the data recorded by Party B’s platform and agree to use it as the basis for future settlement. If the discrepancy is greater than 10%, both parties shall deal with the discrepancy according to the solution under Article 6.4. If it still cannot be solved, both parties shall solve it through friendly negotiation.
6.4. As for data discrepancy, both parties can deal with the discrepancy according to the following circumstances: (1) Through the comparison between the data of both parties, if part or all of the problem can be found, both should try to recalculate the data and make the comparison again. (2) If one party has a known fault (such as pressure on the server leads to statistical omission, etc.), both parties should first try to recalculate the data and then make the comparison. if for technical reasons the data cannot be recalculated, both parties should take the data of the non-defaulting party as the basis, or negotiate to confirm the placement data so as to make the settlement. (3) If there are faults with both parties, both parties shall bear their own responsibilities regarding the faults.
6.5. The payment made to party B shall be the net amout as shown in the invoice without any deduction or withholding of any taxation or fees.Unless agreed by both parties, all payments under this contract shall be in USD.
7. Advertising Placement and Security Rules
7.1. Party A guarantees that it is legally entitled to publish advertising information, and its advertising information published through the AdView platform does not contain any content that violates the relevant national laws and regulations and international treaties recognized or acceded to by the People 's Republic of China, including but not limited to endangering national security, obscenity, pornography, false information, insult, slander, intimidation or harassment, infringing upon the intellectual property rights, personal rights or other legitimate rights and interests of others, as well as content that violates the public order and social morality.
7.2. Party A shall have full responsibility for the authenticity, legality and accuracy of advertiser information, advertising information, advertising objectives and advertising products / services. Party A shall bear the responsibility of verifying the aforesaid matters independently. The relevant products and services in the advertising information shall comply with the relevant national standards and regulations and shall not infringe upon the legitimate rights and interests of any third party. Party A shall bear full responsibility for any dispute, complaint or government penalty arising from the abovementioned matters. If Party B has paid the indemnity or penalty, Party A shall fully compensate Party B for the losses (including but not limited to the indemnity, legal fee, retainer, notarization fee and so on, which must be paid according to the law).
7.3. Party A promises that the advertising objectives related to the advertising information shall be in accordance with what is agreed under Article 7.2, like the carrier (such as the target webpage) the advertising information points to and the redirect target (such as website address).Party A warrants that its uploaded advertising information is consistent with the contents of the advertising objectives provided by Party A, and shall not change the advertising objectives during the valid period of the bid of the advertising information(referring to the impression period after successful bidding).
7.4. Party A shall ensure that it has obtained the consent of its clients to advertise through Party B, and Party A shall review the required government approvals and relevant supporting documents provided by the clients for advertising according to the law.
7.5. The advertising page and its advertising spot, format or size in the cooperative application may be adjusted. Party A approves that the adjustment can be made without the consent of Party A and no need to send prior notice to Party A.
7.6. If Party B has evidence to prove that the advertising information provided by Party A violates this agreement, both Party B and its cooperative website shall have the right to request Party A to make the correction immediately. If Party A fails to correct within 24 hours after receiving the requests, Party B shall have the right to refuse to post the information or delete the information immediately after it is posted and shall set through the system not to display all the advertising informaiton submitted by Party A even if Party A has won the bid. If the third party lodges a complaint against the product / service promoted by the advertising information, the content of the linked webpage and advertising from Party A under this agreement and has evidence that Party A's product or information violates relevant laws and regulations, Party B shall have the right to immediately terminate Party A's services and Party A shall bear all the consequences arising therefrom. If Party A shall have any objection to the above mentioned solution adopted by Party B, disputes between both parties shall be handled according to Article 12.1. However, this shall not affect the performance of other terms under this agreement.
7.7. Party A shall be responsible for reviewing the relevant advertising materials that its advertisers should provide in accordance with law to ensure the legitimacy of the advertising information. Party A shall keep the above materials for Party B to verify.
7.8. Party A may not post the following types of information through the AdView platform: information about medicines, medical services (including medical beauty), medical devices; information about tobacco; other advertising information prohibited by laws, policies or regulations; other information rejected by the cooperative applications.
7.9. Party B warrants that it has obtained the legal qualification authentication to engage in the cooperation under this contract, and shall be responsible for the legitimacy of its platform, and ensure that its conducts involved in the cooperation under this contract shall conform to its permitted scope of business.
7.10. Party A and Party B both warrant that they shall not have the following acts during the performance of the agreement: endangering state security, leaking state secrets, subversion, undermine national unity, damage to the nation's honor and interests; inciting ethnic hatred, ethnic discrimination and undermining national unity; destroying the country's religious policy, promoting cults and feudal superstition; spreading rumors, disturbing social order and undermining social stability; spreading obscenity, pornography, gambling, violence, murder, terrorism or abetting crime; insulting or slandering others, infringing upon the lawful rights and interests of others(including but not limited to intellectual property rights); creating pages or software that contain viruses or other malicious codes which would deduct fees. If there is any legal consequence arising from the breach of this article by any party or any party's own act or any party's platform, the breaching party shall bear all the consequences and the other party shall have the right to terminate this agreement and shall have the right to claim for compensation against the breaching party (including but not limited to the legal fee, retainer, notarization fee, compensation, fine and so on, which shall be payable in accordance with the relevant judgment, arbitration award or penalty).
7.11. Without the written consent of Party A, Party B shall not make any modification to the products authorized by Party A, including but not limited to decompiling, modifying the name or code, forging false data or using technical means or tools to simulate user behavior so as to gain a large amount of data of UV, user login, user registration, etc. Otherwise, Party A shall have the right to terminate the agreement and require Party B to bear all the losses and liabilities (including but not limited to the liquidated damages, compensation, retainer and so on, which Party A pays to the third party because of Party B's breach of the agreement), and shall not assign the rights and obligations under this agreement by any means to the third party.
8. Special Terms on Advertising Services
8.1. Party A has the right to receive advertising services according to what is agreed under the contract. Party A shall recharge the account, make the quotation, transfer the advertising information and so on according to the specifications published by Party B. Party A shall bear any loss resulted from the improper operation of Party A. Improper operations include but not limit to operating not in accordance with the instruction, operating not in time, leaking password, bypassing security procedure, using malicious computer program, et cetera.
8.2. Party A acknowledges and agrees that Party B has the right to legally save the information of the DSP of Party A on Party B’s server (including but not limited to advertising spot chose by the DSP of Party A, the information published by the DSP of Party A, et cetera). But Party B shall perform the obligation of confidentially for Party A’s information and shall not provide the information to the third party by any means to use the information.
8.3. Party A acknowledges and agrees that Party B does not give any representation or warranty regarding the information of page views, business performance and so on, which the DSP of Party A can obtain through the use of the advertising services.
8.4. If Party A voluntarily applies for cancellation and termination of advertising services, Party B shall have the right to terminate the services.
8.5. If Party B / its cooperative application finds out Party A violates any guarantee or promise according to this agreement, or internet users lodge a complaint against Party A or relevant management demands for correction and so on, apart from the relevant agreed solution under the agreement, Party B shall have the right to unilaterally terminate the services to Party A immediately, if Party A still does not make the correction within 24 hours after receiving the requests.
8.6. If there is any evidence that proves that Party A breaches the agreement and causes actual economic losses to Party B and / or its cooperative application, or other relevant third party, Party A shall be responsible for all the compensations.
8.7. In order to protect the rights and interests of Party A, Party B may suspend the advertising services when it discovers that there is abnormal activity in Party A's DSP's own system and account.
8.8. If required by Party B, Party A's DSP shall provide Party B with the real and accurate identity, address and other information about the advertisers of Party A 's DSP.
8.9. Party B will publish and update relevant rules from time to time through the AdView platform, including but not limited to the rules of advertising information uploading, bidding, management and complaint, and these rules shall come into effect upon prior notification sent to Party A 30 days in advance. Party A shall abide by these rules.
9. Intellectual Property Rights and Confidentiality Terms
9.1. 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 losses arising from the consequences on their own caused by the contents and products provided.
9.2. Party A and Party B shall be responsible for mutual confidential information such as technology and trade secrets. 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 or use the information by improper means which would do harm to the other party's interests, except the the compulsory use or disclosure required by the applicable laws or legally binding orders. Confidential information does not include: (1) information or data that is known to the public; (2) information or data that the parties have legally acquired through legitimate means, and at the time the parties do not have any obligation of confidentiality.
9.3. Party A shall not let the third party use its AdView account. Party A agrees that without the prior consent of Party B, Party A shall not use the information, transaction records, placement data and so on from AdView platform by any means such as copying and transferring.
9.4. 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 and its related terms 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.
9.5. The abovementioned 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.
10. Force Majeure and Liability Exemption
10.1. “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 that one party encounters the administrative or criminal penalty because of violating the laws and regulations) , natural disasters, war, network congestion or interruption which is not caused by one party’s own act, hacker attack, technical failure or any other similar event.
10.2. If one or both parties fail to fulfill their obligations or delay to perform 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.
11. Contract Termination
11.1. The contract shall be terminated if the following circumstances occur: (1) Both parties agree in written form after negotiation to earlier terminate the contract. (2) In the case that one party breaches the contract, within 10 days after the non-breaching party sends the written notification to the breaching party, if the breaching party continues to breach the contract or does not take proper, effective and timely action to eliminate the consequences of the breach, the non-breaching party has the right to terminate the contract unilaterally. (3) If one party becomes bankrupt or goes into liquidation, and such procedure has not been revoked within 14 days, the contract shall be terminated automatically. (4) One party’s subject qualification is disqualified, or its business license is revoked, or it is facing disincorporation; or one party cannot continue to perform the contract due to Force Majeure events.
11.2. The earlier termination of the contract does not affect the accrued rights and obligations according to the contract before the date of termination of the contract.
12. Dispute Resolution and Other Issues
12.1. This Agreement shall be governed by the laws of Hong Kong Special Administrative Region of the People's Republic of China. Any dispute caused by the explanation and the implementation of the agreement shall be solved by both parties through friendly negotiation or mediated by the neutral third party. If both parties cannot solve the dispute through negotiation or mediation within 30 days, any party has the right to file a lawsuit to the court at the domicile of Party B.
12.2. Any matter that is not mentioned herein may be solved by further negotiation between both parties. Along with the deepening of the cooperation, any content of the extended cooperation under this contract shall be explained in the supplementary agreement.
12.3. 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.
13. JS Tag Integration – Compliance
13.1 WHEREAS Auto-redirect (auto-redirect when show ads without any click) JS code ads will bring extremely negative experience to app users, seriously harmed the benefit of developers, users and Party B, NOW THEREFORE, Party A gives commitment as follows；
13.2 Party A promise: All JS code ads from Party A will not include any auto-redirect ad format and other malicious ad format;
13.3 Once Party A’s JS code ads that running on traffic of Part B are found to have auto-redirect ad format and other malicious ad format, Party A accepts that Party B has the right to stop sending traffic and take necessary measures, which Party A will not call to account from Party B.
13.4 In case of developers or users lodge a claim or bring a lawsuit to Party B because of auto-redirect ad format and other malicious ad format, Party A promises that will undertake financial loss of AdView, not to exceed the total party B spend of the JSTag in question for the given billing period .