These Terms and Conditions are made by and between the Advertiser and the Publisher set forth in the Insertion Order, shall apply to all the Insertion Orders in which they have been referenced. The Advertiser and the Publisher (collectively the Parties) agree as follows:

1 Definitions
Unless otherwise expressly provided, the terms used in the Terms and Conditions shall refer to the meaning below:
“Advertising Materials” means all the materials, elements and links or otherwise provided by the Advertiser to the Publisher, or the materials, elements and links designed by the publisher and permitted by the Advertiser which may be used to promote for the benefit of Advertiser.
“Products” mean all the software, services or otherwise owned by or legally licensed to the Advertiser, as the object of promotion.
“Advertising Media” means all the websites, applications, or otherwise owned, controlled, managed by the Publisher to demonstrate the Advertising Materials and Products, directly or indirectly through a third party.

2 Represents and Warrants
2.1 The Advertiser represents and warrants that:
2.1.1 It has full legal right to enter into this Terms and Conditions and perform its obligations hereunder;
2.1.2 The execution, and performance hereof will not result in a breach of any other agreement or obligation by which the Advertiser is bound;
2.1.3 It shall perform it obligation hereunder in full and timely manner;
2.2 The Publisher represents and warrants that：
2.2.1 It has full legal right to enter into this Term and Condition and performs its obligations hereunder;
2.2.2 It shall perform its obligations in a professional manner, and shall strictly abide by the promotion details proposed by the Advertiser;
2.2.3 It will comply with all applicable laws, rules, regulations, and the Terms and Conditions hereof;
2.2.4 It shall not modify any part of the Advertising Materials without the prior consent of the Advertiser;
2.2.5 It will not engage in, or cause others to engage in fraudulent activities through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools
2.2.6 Its Advertising Media are free of virus, worm, time bomb, Trojan horse, and do not contain or link to any component which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Advertiser considers to be objectionable.

3 License and Use of Advertising Materials
3.1 The Advertiser grants the Publisher a non-exclusive, non-transferable, revocable-at-will, sub-licensable license in the Territory to use, reproduce and distribute or display the Products or Advertising Materials, on Advertising Media, solely for the purpose of this agreement.
3.2 Subject to the terms set forth above，the Publisher may distribute the Advertising Materials as the instructions of the Advertiser and may not sublicense its affiliate, partially or totally, to use and distribute the Advertising Materials without the prior written consent of the Advertiser.

4 Report and Billing Data
4.1 The billing data shall be settled on a monthly basis. the Advertiser will send the report of last month to the Publisher at the end of the month. The Publisher shall confirm the report and the billing data thereof and response to the Advertiser within 5 business days upon receipt. If no discrepancy is put forward by the Publisher during that period, such report shall be deemed final and shall be paid.
4.2 The Advertiser has 30 days from the date received invoice to make any changes or amendments to the Invoice received as well as send a confirmation for the numbers in it. If these changes or confirmations were not received within the indicated period of time the Invoice data (including numbers) is automatically considered correct and should be paid for in full.
4.3 In the case of a data discrepancy is less than or equals to 5% between the Publisher's report and the Advertiser’s report, the Advertiser’s report shall prevail. In the case of a data discrepancy exceeds 5% between the Publisher's report and the Advertiser’s report, both Parties shall facilitate a reconciliation effort to decide which data is the correct billing data and the payment will be based on mutual agreed billing data.

5 Fraud
In the event that fraudulent activities occur, as predicated by the Advertiser or its client, at its sole discretion, the Advertiser has the right to withhold relevant payment, and send a notice to the Publisher. and provide the evidence to publisher. The Publisher shall have the right to put forward reasonable, sufficient evidence to the Advertiser within 5 business days upon receipt. Failure to provide appropriate evidence by Publisher during that period, shall endow Advertiser the right to demand or directly deduct a penalty fee in payment of the invoice period, and the penalty fee is 2 times of the promotion fee created by the Publisher during the day(s) of fraudulent activity or get refunded of the corresponding amount if the Advertiser had paid redundant fee during the previous period.

6 Payment
6.1 Payment shall be made in US Dollars.
6.2 Within 5 business days from the Publisher’s receipt of the billing data (report), the Publisher shall issue the Advertiser an invoice based on the promotions for the previous month, in accordance with the relevant agreed Insertion Order.
6.3 Unless otherwise expressly provided, Payment hereunder shall be made with 30 business days after the receipt of the invoice.
6.4 Unless otherwise stipulated in the Insertion Order, all the prices set forth hereunder include all incidental costs, including kinds of expenses, charges and taxes. For the avoidance of doubt, the Publisher shall be responsible for all the taxes, if any, and bank charges arising in or in connection with the payment hereunder.

7 Ownership
Except as set forth herein, all right, title and interest in and to and ownership of all intellectual property rights embodied within and relating to the Advertising Material provided by the Advertiser shall remain with the Advertiser.

8 Modification, Suspension and Termination
8.1 The Advertiser shall have the right and at its sole discretion to modify the Advertising Materials, at any time, by sending a twenty-four (24) hours prior written notice to the Publisher via email. The Publisher shall execute the modifications immediately.
8.2 The Advertiser shall have the right and at its sole discretion to suspend or terminate the promotion by sending a twenty-four (24) hours prior written notice to the Publisher via email. Any installations or acquisitions occurring up after the period shall be deemed invalid.
8.3 Upon cooperating through API Feed integration, the Advertiser won't send notification of any kind regarding offer status or details change.

9 Confidentiality
Each party shall keep secret and confidential the technical and business information, financial reports, financial data, employee data, software or firmware code, and all the other information, knowledge, trade practices, pricing and secrets communicated to such party by the other party under this Terms and Conditions. Any information accepted whether marked as confidential or not shall be used only as agreed and will not be released to any other third party without the express written permission of the disclosing party. Each party is obliged to prevent any unauthorized copying, use, and/or disclosure of any confidential information of or concerning the other party.

10 Indemnification
Either party shall indemnify and hold the other party and its officers, directors, employees and agents from and against any and all damages, liabilities, costs or expenses (including reasonable attorney fees and costs) whether incurred due to third party claims or otherwise, arising or resulting from or caused by any breach by indemnifying party of any representation, warranty, or provision contained in this Agreement.

11 Severability
This Terms and Conditions shall be the only and entire understanding of the cooperation between both Parties hereto. If any provision of this Agreement was declared fully or partially invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, legality or enforceability of other contractual provisions of this Agreement shall not be affected, and the provision or provisions considered null and void shall be replaced within the limits of what is allowed by law by new provisions expressing the intention of the Parties.

12 Force Majeure
Neither party shall be responsible for any failure to perform due to unforeseen circumstances or due to cause beyond that party’s control, including but not limited to the acts of God, war, riot, embargoes, act of civil or military authorities, fire flood or strikes. In the event of any such circumstances, the defaulting party shall be excused for a period equal to the time of the delay caused by thereby, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure the delay.

13 Applicable Law and Jurisdiction
This Terms and Conditions shall be governed by the law of People’s Republic of China, without regard to conflict of laws principles. Any dispute, controversy or claim arising out of or in connection with the terms herein, including any question regarding its existence, validity or termination and regardless of the nature of such dispute or difference, shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) and be referred to and finally resolved by the arbitration under the applicable rules then in force. The seat of arbitration shall be HongKong.

14 Miscellaneous
14.1 All the notices mentioned hereunder, shall be deemed effective upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail.
14.2 This Terms and Conditions shall remain in full force within the term set forth in the Insertion Order, and shall be executed in 2 counterparts with equal legal effect, and each party shall hold one counterpart. The Parties may deliver this signed Agreement by electronic (including email or facsimile) transmission. Both Parties agree that such electronic transmission shall have the same force and effect as delivery of original signatures and that each party may use such electronically-transmitted copies as evidence of the execution and delivery of this Terms and Conditions to the same extent that an original signature could be used.