This Mobile Advertising Publisher Agreement shall commence on the date on which you as a publisher (“Publisher”) accept these conditions upon your registration with SHANGYOUJIA TECHNOLOGY (HK) LIMITED (d/b/a AdView Technology), a Hongkong company, with a principal place of business at RM 19C LOCKHART CTR 301-307, LOCKHART RD WAN CHAI, HONG KONG (“AdView”) and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
AdView owns and operates certain services (“AdView Services”) that facilitate the delivery and insertion of advertisements (“Ads”) through Publisher Properties on Client Users’ Mobile Devices; Publisher owns or manages certain mobile applications (“Publisher Properties”) where the advertisements can be delivered. Pursuant to the Terms herein, Publisher and AdView agree that: 1) AdView may deliver Ads to the Publisher Properties through AdView Services ;2) Publisher will make the Publisher Properties available, may use the AdView Services and receive payments for Ads delivered on the Publisher Properties.
AdView and Publisher are each a “Party” and collectively “Parties” to this Agreement.
1. “SDK”: refers to the Software Development Kit developed by AdView and provided to the Publisher and will be integrated in the mobile apps developed or managed by the Publisher for facilitating the delivery of Ads on the Publisher Properties to the Client User.
2. “API”: refers to the Application Programming Interface developed by AdView and provided to the Publisher and will be integrated by the Publisher in the server or client side for facilitating the delivery of Ads on the Publisher Properties to the Client User.
4. “CPM”: CPM stands for Cost Per Thousand Impressions. Publishers is paid for every time the Ad delivered by AdView is loaded, displayed and viewed by the Client users on the Publisher Properties.
5. “CPC”: CPC stands for Cost Per Click advertising. Publishers is paid for every time the Ad delivered by AdView is loaded, displayed, viewed and clicked by the Client User on the Publisher Properties.
6. “Ad”: refers to an advertisement represented by text, graphics, audio, video, or rich media or other promotional activity provided by Advertisers.
7. “Advertiser”: refers to the person or entity providing Ads, who has contracted with AdView for the purpose of displaying Ads on the Publisher Properties.
8. “Client User”: refers to any visitor accessing the Publisher Properties through a Mobile Device.
10. “Publisher Content Guidelines”: refers to the policies for any content on the Publisher Properties available at www.adview.com (which may be amended periodically).
11. “Publisher Properties”: refers to the mobile applications owned or managed by Publisher.
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 AdViewnd take the industry leading position.
2. Cooperation methods: Publisher warrants to use the mobile information services provided by AdView in the application / game developed by Publisher (including but not limited to banner, points wall services, interstitial, video, rich media, pop up, targeting advertising, etc.) according to the agreement. AdView warrants to send mobile information such as the advertising from AdView’s clients in Publisher’s application / game and make the settlement with Publisher according to the agreement.
3.Publisher’s application / game verification standards: The application and game provided by Publisher under this agreement should meet the verification standards of AdView.
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 AdView and Publisher shall make the settlement according to AdView’s official backend system data. The settlement model should be in【CPM】.
1.2 During the cooperation, AdView provides Publisher with a query platform for Publisher 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 AdView, Publisher 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，AdView will pay Publisher 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 AdView will pay Publisher the following month; provided that, such amounts exceed two hundred and fifty dollars (USD) ($250).
2- Publisher shall issue the complete and correct invoice to AdView.
2.2 Settlement Process
From the 6th to the 11th of each month，Publisher shall log in the AdView’s official backend system and upload the invoice and send the withdrawal application to AdView according to the valid data about the payment information from AdView's platform regarding its【USD】revenue. After AdView approves and confirms that Publisher is qualified to carry out the settlement, AdView shall pay Publisher.
2.3 AdView shall make the payment regarding the above-mentioned fee to Publisher according to Publisher’s account information:
2.4 Unless otherwise agreed, PUBLISHER is solely responsible for the wire transfer, and exchange rates (if applicable).
Ⅴ. AdView’s Rights and Obligations
1. AdView 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. AdView shall bear the legal consequences caused by the above-mentioned violation independently, and compensate for all direct losses caused by AdView to Publisher and other users.
2. AdView provides Publisher 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. AdView shall have the right to make requests and suggestions on the way Publisher inserts its SDK, and shall have the right to refuse Publisher's applications and / or games that illegally use AdView's SDK.
3. AdView shall be responsible for the operation and management of the relevant systems provided by AdView in this cooperation. AdView 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. AdView guarantees that its mobile information services provided under this agreement does not include malicious subscription and charging traps, otherwise AdView shall be liable for compensating for Publisher's losses arising therefrom.
5. AdView guarantees that all statistical data provided to Publisher is authentic, valid and complete, otherwise AdView shall compensate Publisher for all direct economic losses arising therefrom.
6．Without the prior written consent or email confirmation from Publisher, AdView 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 Publisher to engage in any business activity irrelevant to the cooperation under the agreement. AdView shall compensate Publisher for all direct economic losses arising therefrom if AdView 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. Publisher’s Rights and Obligations
1. Considering this cooperation involves a large number of AdView's clients as well as client data, Publisher shall not disclose to any third AdViewbout operating data in this cooperation, and shall not have any conduct which would damage or do harm to the business relationship between AdView and its clients. If Publisher violates this article, Publisher shall compensate AdView for all losses arising therefrom. For the sake of clarification, if the above-mentioned conducts under this article carried out by Publisher's employees or agents, it shall also be regarded as Publisher's breach of the agreement (no matter if it is under Publisher's instructions or not).
2. Publisher warrants that the mobile phone application and / or game products provided to AdView 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 Publisher shall take full responsibility for all legal consequences arising therefrom.
3.Upon the signing of this agreement, before providing the cooperative publishers / channels to AdView for the services under the agreement, Publisher 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 AdView 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 AdView, Publisher shall immediately terminate its cooperation with such publishers / channels and shall immediately notify AdView. Publisher shall be responsible to bear all the consequences arising from Publisher's breach of this agreement, and AdView shall have the right to further investigate Publisher's liability.
4. AdView shall guarantee the information plugin provided to Publisher and shall not charge users for any fee or contain other conducts that violate the law, otherwise Publisher shall have the right to require AdView to correct immediately and suspend the services in the meantime. If AdView refuses to correct, Publisher shall have the right to terminate the services and shall have the right to investigate AdView's liability to compensate for the losses arising therefrom.
5. Publisher shall be responsible for the technical maintenance of its application / game products and guarantee the stability of the mobile client products or services. Publisher shall ensure that the content of AdView 's information can be displayed, clicked and opened. During the valid period of this agreement, Publisher shall not cease publication of AdView 's information without the consent of AdView, except the suspension of publication by Publisher due to AdView 's breach of the agreement. If Publisher violates the provision of this article, it shall compensate AdView for all the losses (including but not limited to AdView's advertisers' claim for compensation for losses against AdView).
6. Publisher shall not increase the profits by cheating. If Publisher has any act of cheating, it shall be dealt with in accordance with Article 4, Clause Ⅷ under this agreement.
7．During the cooperation, Publisher 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 AdView actively for its promotion.
Ⅶ. Intellectual Property Rights and Confidentiality Terms
1. AdView and Publisher 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, AdView and Publisher 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. AdView and Publisher 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. AdView and Publisher 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. AdView and Publisher are obliged to perform the confidentiality obligations under this agreement, and shall not disclose the confidential information to the third Publishery any means for any reason (except that the shareholders, directors and employees of AdView and Publisher, as well as the agents and consultants hired by both parties, learn from AdView and Publisher about this agreement so as to perform their respective duties). Otherwise, AdView and Publisher 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 Publisher does not perform the agreement or breaches the terms under this agreement, if AdView does not pay for the information service fee in full, timely in accordance to the agreement, and the payment exceeds 【30】days of overdue, Publisher shall have the right to suspend the relevant information services under this agreement and send the written payment reminder to AdView. If AdView continues to refuse to make the payment or defers payment over 【10】days, Publisher shall have the right to terminate the agreement.
3. If Publisher fails to perform the agreement or violates the terms of the agreement, AdView shall have the right to suspend the relevant agreed information interface and suspend the settlement with Publisher.
4. If Publisher 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 Publisher possessing a large number of duplicate data, malicious click data and other serious cheating data; applications / games of Publisher using a variety of ways to set ads to automatically click to jump or download; the click data of Publisher 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 Publisher, AdView shall have the right to view the profits Publisher 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 Publisher. If AdView believes that Publisher's cheating belongs to serious wrongdoing, AdView may terminate the agreement unilaterally, without making the settlement regarding all the profits gained by Publisher, and shall have the right to further investigate Publisher's liability for breach of the agreement. If the third-party claims for compensation against AdView due to Publisher's cheating, AdView shall have the right to recourse against Publisher, or deduct directly from Publisher'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 AdView.
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.