Updated: 21 March, 2025
Thank you for using the Data Promotion Services provided by Ocean Engine Advertising Platform. In order to provide you with better data promotion services and other pertinent services, please carefully read and fully understand this Agreement before you start using Ocean Engine Advertising Platform and its related data promotion services, especially the clauses on exemption, limitation of Ocean Engine's obligations or liabilities, increase of your obligations or liabilities, applicable law and dispute resolution, etc. Among these clauses, please read carefully clauses on exemption or limitation of liability highlighted in bold.
If you are under 18 years old, please stop using Ocean Engine Advertising Platform and its related data promotion services immediately.
Your disagreement to this Agreement will result in Ocean Engine's failure to render you with all the products and services, and you may also choose to stop using them. If you choose to at your own will agree to this Agreement or use Ocean Engine Advertising Platform and its related data promotion services, it is deemed that you have fully understood this Agreement and as a party to this Agreement, agreed to accept this Agreement and other agreements and rules related to Ocean Engine Advertising Platform and its data promotion services (including but not limited to Privacy Policy, Ocean Engine Data Promotion Regulations).
For better services or changes in national laws, regulations, and policies, Ocean Engine Advertising Platform and its related services will be updated and adjusted from time to time. Ocean Engine will timely update and modify this Agreement, which will take effect after public announcement on Ocean Engine Advertising Platform. You can also check the latest terms and conditions of the Agreement on our homepage or the page table on our platform. If you continue to log in or use Ocean Engine Advertising Platform and related services, it is regarded that you agree to accept the modified Agreement. If you have objections to the terms and conditions of the modified Agreement, please stop logging in or using Ocean Engine Advertising Platform and related services immediately.
1. Definitions
1.1 Ocean Engine Data Promotion Services Agreement (hereinafter referred to as this Agreement): refers to the Agreement you have entered into with Ocean Engine regarding your downloading, installation, registration, login, and utilization (hereinafter collectively referred to as "use") of Ocean Engine Advertising Platform and the data promotion services and other related services and functions provided by Ocean Engine Advertising Platform.
1.2 Ocean Engine Advertising Platform: refers to the website registered as "Ocean Engine Advertising Platform" (https://ad.oceanengine.com/) and the client application registered as "Ocean Engine" legitimately operated by Beijing Ocean Engine Network Technology LLC, and can provide services such as data promotion, cost statistics, data query, material management, etc.
1.3 Traffic Network Platforms or Traffic Media: refers to the client applications, websites, mini-programs, etc. operated by Ocean Engine affiliated companies, as well as other online platforms, applications, etc. operated by the partners. The Customer can make corresponding selections, settings or operations according to the agreed methods in this Agreement, and also in accordance with the platform rules and guidelines. Through the data promotion services provided by Ocean Engine, the Customer's content materials will be displayed on the relevant pages, interfaces or positions of the traffic network platforms, and/or the client can use and enjoy the corresponding services and functions.
1.4 Ocean Engine or We: refer(s) to Beijing Ocean Engine Network Technology LLC and its affiliates.
1.5 Platform: collectively refers to all platforms related to the services, including Ocean Engine Advertising Platform, traffic network platforms, Ocean Engine Workbench, etc. Among them, the Traffic Network Platforms, Ocean Engine Workbench, Ocean Engine Xingtu Platform and other platforms related to this Service are referred to as Affiliated Platforms or Affiliating Platforms.
1.6 You or Customer: refers to any enterprise or individual who uses Ocean Engine Advertising Platform and the data promotion services and related functions provided by Ocean Engine Advertising Platform as agreed in this Agreement and shall therefor pay the data promotion services fees under the Agreement, including but not limited to any advertising agent and advertiser.
1.7 Advertising Agent or Agent: refers to any service provider entrusted by the advertiser with the authorization to operate the Ocean Engine Advertising Platform Account of the advertiser, use the Services and directly pay the Promotion Service Fee to the Ocean Engine.The Advertising Agent under this Agreement shall be limited to the Agent that has been authorized for cooperation by Ocean Engine.
1.8 Data Promotion Services or these Services: refer to services provided by the Ocean Engine Advertising Platform by software, systems, technologies and related derivative services and functions to display the Customer's Promotion Materials, products and services on the network pages, presentation locations and other traffic resource locations of the Traffic Media that have accessed or will access the Ocean Engine Advertising Platform in the future, including but not limited to: (1) using one or more forms such as images, text, videos, audio, live broadcasts, etc. to describe, introduce, share or promote the Customer's goods or services; (2)provision of web/download links by Customers and publication of them on traffic network platforms. Users of traffic network platforms can view or purchase/use specific services, goods or download applications after a click on links to corresponding pages. Customers shall ensure that landing pages redirected from the links and their contents, products and qualifications are legitimate; (3) providing paid search traffic, displaying the Customer's products or services to users interested in specific information, or optimizing the search ranking results of the Customer's Promotion Materials, goods or services; (4) publishing other content describing, introducing, sharing or promoting the Customer's products or services.
1.9 Ocean Engine advertising account or account: refers to any accounts that customers register legitimately on Ocean Engine Advertising Platform to receive data promotion and other related services provided by Ocean Engine.
1.10 Promotion service fee: refers to the fee paid by customers to Ocean Engine for the data promotion services.
1.11 Customer product or promotion Product: refers to any goods, services or any other legal promotional objects promoted by customers (including but not limited to brands, live broadcast rooms, shops, websites, applications, etc.). No matter goods, services or promotional objects are owned or operated by customers themselves, or owned or operated by others, customers have the rights or full authorization needed to perform this Agreement, including but not limited to copyrights, trademark rights, portrait rights, etc. for data promotion.
1.12 Promotion content or content material: Refers to a. Any keywords and website information submitted by Customers; b. Any information that Customers design and make themselves, or entrust others to design and make, or use others' designs and making with their authorization or generate based on the functions related to the data promotion service, for displaying Customers' product information; c. Any information submitted and displayed by Customers in the use of related functions of these Service, including but not limited to texts, pictures, flash, audios, videos, live broadcasts, and other forms of contents, and all the components contained therein, such as images, portraits, names, logos, trademarks, brands, songs, sounds, dialogs, visual designs, etc. d. Content materials include landing pages.
1.13 Landing page: refers to the page that the content material points to, or the page that the link contained in the content material points to, i.e., any page to which users are directed or redirected after a click on the content materials.
1.14 "Service Data" refers to (1) account service-related data, including account information, account permissions granted or acquired, the management, authorization, binding, collaboration and operation-related data, etc.; (2) data related to data promotion plans/orders, including Promotion Service Fee settlement data, interaction data, transaction data, return on investment, conversion rate, etc.; (3) the information, records and documents related to account authentication and business qualification; (4) contract information, including the text of the agreement, the name of the contracting party, signing status and validity period, etc.); (5) data related to the Customer's Marketing Materials, including the views, likes, comments, shares, number of members joining the fan group, etc., and the homepage information (including the number of followers, visits, visits to the home page window, etc.) and data related to commercial use (including clicks on products, the number of product orders, the number of product orders, the amount of product orders, etc.) of the promotion-related Douyin account; (6) data generated by customers participating in research, marketing, and testing activities held by the Ocean Engine Advertising Platform and Affiliating Platforms; (7) other data generated by customers using the service and in the process of using the service; and (8) derivative data formed by the Ocean Engine Advertising Platform and Affiliating Platforms through statistics, analysis, and aggregation of the above data.
1.15 Created program and specific activity: Refers to any video, micro/short play, film and television show, variety show, sports event or scene, live broadcast, etc., that is shot and made by Ocean Engine itself or commissioned thereby to any third parties, or that is inserted with authorization for commercial purposes.
1.16 Creative optimization function: Refers to one of the following functions provided by Ocean Engine Advertising Platform for Customers' content materials (subject to the actual functions provided by the Platform):
(1) Clip editing for live broadcasts. During the promotion of live broadcast rooms, contents of live broadcasts (including but not limited to texts, pictures, audios, videos, live broadcasts, as well as all the components contained therein, such as images, portraits, names, logos, trademarks, brands, songs, sounds, dialogs, visual designs, etc.) can be edited (including but not limited to selection, choosing, separation, and combination) and processed (including but not limited to adding subtitles, songs, pictures, videos) to make quality clips for promoting live broadcast rooms thereto;
(2) Dynamic creative function. It optimizes customers' promotion contents according to its search keywords and target audience, including but not limited to adjusting promotion contents, titles and styles, displaying creative components and short videos for interaction, and enabling clip editing for live broadcasts;
(3) Programmatic creative function. It separates and combines, and optimizes customers' titles, pictures, videos, and other promotion contents;
(4) Creative production function. It intelligently produces other creative contents based on content materials provided by customers.
1.17 Contract performance: Refers to any business behaviors related to promotion products and link behaviors after data promotion, specifically, all behaviors such as marketing, transactions, and after-sales provided by customers and/or their concerning parties to users after users browse and click promotion contents.
1.18 Platform Rules: Refer to all kinds of agreements, rules, regulations, notices, policies, announcements, etc. that have been published on the Platform and/or will be published during the performance of this Agreement, and that the Customer agrees to, confirms, and shall comply with when using the relevant services and functions under this Agreement.
1.19 Restrictive Measure: refers to the restrictive measures taken by the Platform in accordance with relevant laws and regulations, this Agreement and the Platform rules, against some or all of the functions of the Customer, the Customer's affiliated parties, as well as the accounts of the Customer and its affiliated parties. These measures include but are not limited to shutting down/banning accounts; restricting account registration and activation; freezing and deducting the cash balance and preferential rights and interests (including grants, consumption rebate red envelopes, coupons, etc.) in the accounts; restricting participation in various activities held by each Platform; restricting data promotion and placement (including restricting the promotion content, promotion display, promotion targets and objects, etc.); restricting functions related to funds (including restrictions on recharge, transfer, transaction, refund, as well as freezing, reducing and clearing the credit amount, etc.); and other restrictions on the use of data promotion functions and services.
1.20 Ocean Engine account: Refers to an account that users register with an email address or a mobile phone number, or log in through third-party account authorization, to access and operate the Ocean Engine Workbench account or business platform accounts (the list of business platforms shall be subject to the publicity on the Ocean Engine Workbench).
1.21 Ocean Engine Workbench: Refers to an integrated platform (https://business.oceanengine.com/) that provides users of Ocean Engine accounts with full-link business activity management and operation-related services, including account management and permission configuration, asset and fund operations, multi-scenario marketing, data query, processing, and insights, etc.
2. Ocean Engine Advertising Platform and Its Related Services
2.1 When you use Ocean Engine Advertising Platform and its related services such as data promotion, you can obtain "Ocean Engine" client application or visit Ocean Engine Advertising Platform website through pre-installation or downloading from third parties authorized by Ocean Engine. If you obtain the client application of Ocean Engine not from Ocean Engine or any third parties authorized by Ocean Engine, or if you visit a non-official website of Ocean Engine Advertising Platform, Ocean Engine cannot guarantee that the non-official version of the "Ocean Engine" client application or website can operate normally, and Ocean Engine is not accountable for any losses caused therefrom.
2.2 Ocean Engine may develop different versions of application software for different terminal devices, and you shall obtain, download, and install the appropriate version accordingly. You can use the "Ocean Engine" client application and related services or update the "Ocean Engine" client application as needed. If you no longer need the "Ocean Engine" client application and related services, you may also uninstall the software thereof.
2.3 To enhance customer and user experience and services, Ocean Engine will from time to time provide updates or changes to Ocean Engine Advertising Platform and related services (including but not limited to software modifications, upgrades, function enhancements, new service developments, software replacements, etc.). You may choose whether to update the versions as needed. To ensure the safety of Ocean Engine Advertising Platform and its related services, and to enhance customer services, Ocean Engine, after partial or all updates of Ocean Engine Advertising Platform and related services, will notify you appropriately in feasible ways (including but not limited to notifications, announcements, inmails, text messages, etc.). You have the right to choose to accept the updated version or not; if you choose not to update, some functions of Ocean Engine Advertising Platform and its related services will be restricted or cannot work normally.
2.4 Unless you have obtained prior written express authorization from Ocean Engine, you may not access or use Ocean Engine Advertising Platform and its related services in any forms, including but not limited to adaptation, duplication, dissemination, vertical search, mirroring, or trading without authorization.
2.5 You understand that to use Ocean Engine Advertising Platform and its related services, you shall prepare terminal devices related to the services (such as computers, mobile phones, etc.). Once you open the "Ocean Engine" client application on your terminal device or visit related websites, it is regarded that you use Ocean Engine Advertising Platform and its related services. To fully realize all the functions of Ocean Engine Advertising Platform, you may need to connect your terminal device to the Internet. You understand that you shall pay for the necessary costs yourself (such as traffic fees, Internet fees, etc.).
2.6 Ocean Engine grants you a personal, revocable, non-transferable, non-exclusive, and non-commercial right to legitimately use Ocean Engine Advertising Platform and its related services. All other rights not expressly authorized by this Agreement are still reserved by Ocean Engine. You must obtain extra written permission from Ocean Engine before exercising those rights. At the same time, if Ocean Engine does not exercise any of the aforementioned rights, it does not constitute a waiver of such rights.
2.7 You can start using Ocean Engine Advertising Platform and its related services without registration, but some functions or services may be affected. At the same time, you also understand that in order to make better use of Ocean Engine Advertising Platform and its related services and to ensure the security of your account, some functions and/or some single service items require you to provide true identity information for registration and login according to national laws and regulations before use. If any material you submit or any information you provide is inaccurate, untrue, irregular, illegal, or if Ocean Engine has any reasons to suspect that it is erroneous, untrue, or illegal, then Ocean Engine has the right to refuse to provide you with related services. You may not be able to use related services provided by Ocean Engine Advertising Platform or some functions may be restricted during use. The authenticated entity of the Ocean Engine Advertising Platform account, serving as the contracting party of this Agreement, is the subject that assumes the corresponding rights and obligations under this Agreement.
3. Platform Accounts
3.1 When registering, using, and managing your account, you shall ensure the authenticity of the identity information in the registration of your account. Please use true, accurate, legal, and valid identity proofs and necessary information (including your name and email address, phone number, address, etc.) when registering and managing your account.
3.2 You understand and promise that the account you set up may not violate national laws and regulations and platform rules, may not carry out any actions that violate the nation's interests, cause losses to legal rights and interests of other citizens, and harm social morality. Names, profile photos, profiles, and other registration information and other information of your account may not contain any illegal and bad information. Without others' permission, you may not use any contents in the name of others (including but not limited to others' names, titles, brands, profile photos, etc. in a way that can cause confusion) to open an account, and you may not maliciously register an account (including but not limited to frequent registration, bulk registration of accounts, etc.). The Platform has the right to review the information you submit.
3.3 Your account is only for the use of you and entities authorized by you. Without the written consent of Ocean Engine, it is forbidden to give, borrow, rent, transfer, sell, or in other ways to allow others to use your account. If it is found or there is valid reason to believe that users are not initial registrants of accounts, to ensure account security, the platform has the right to immediately cease or terminate the provision of services to registered accounts, or close the account. In order to ensure the security of your account and your legal rights and interests, if your account has not been logged in and used for a certain period of time, Ocean Engine has the right to re-verify the identity information of your account during login according to the Platform operation process.
3.4 In case of situations including but not limited to leakage of login information, theft, or placing the operation page in an unsafe environment after the Customer logs into the account, resulting in any use or misoperation of the account not performed by the Customer ("Unsecured Operations"), the Customer shall bear the corresponding legal consequences. If the Customer knows of any illegal use of the Account or the existence of security loopholes, the Customer shall immediately notify Ocean Engine, and the Customer should bear the losses caused by the failure to make a timely notification. If the Customer violates this section, the Platform has the right to take Restrictive Measures on the Customer's Account or terminate part or all of the Services. The Customer further acknowledges and agrees, in the event that Unsecured Operations contain data promotion activities and the platform has provided the Services according to the promotion plan or promotion order settings and the corresponding data promotion rules, the Platform shall be entitled to the Promotion Service Fee generated by Unsecured Operations and has no obligation to make a refund.
3.5 You shall properly keep your login information (login account and password) and ensure the security and confidentiality of the account. You shall not share, resell, rent, or lend the login information or account-based resources to a third party. Ocean Engine judges the access and usage permissions of the login user solely based on the login information, and presumes that the person who uses the login information to log in, access, and operate the account is you or your authorized entity. You shall bear all legal responsibilities for the activities and behaviors of logging in, accessing, and operating your account (including but not limited to online signing/confirming agreements, configuring and operating the account, or conducting data promotion).
3.6 You acknowledge and confirm that when you operate and configure account management and associated permissions in accordance with the Platform's guidelines, rules, and agreements, including but not limited to authorizing the binding of a Ocean Engine Advertising Platform account with other platform accounts/IDs, authorizing other platform accounts/IDs to obtain some or all of the operation permissions of the Ocean Engine Advertising Platform account, authorizing other platform accounts/IDs to use the data, materials, or assets within the Ocean Engine Advertising Platform account, or authorizing the Ocean Engine Advertising Platform account to receive/use the data, materials, or assets within other platform accounts/IDs, the prompts, instructions, rules, and relevant agreements displayed on the Platform shall have full legal effect and binding force on you. Any disputes or conflicts arising from the aforementioned operations, configurations, and related matters shall be handled and resolved by you directly with the relevant third parties, and have no relation to Ocean Engine and the platform.
Any activities you conduct on the Platform using the registered account have been authorized within the corresponding permission scope. If any disputes or conflicts arise between you and the authorizing entity or other entities due to your use beyond the authorized scope or period, you shall handle and resolve them on your own, and Ocean Engine and the Platform shall not be involved.
3.7 If you authorize a third-party developer through the Ocean Engine Open Platform to perform operations related to data promotion and advertising placement under this Agreement, you confirm that the relevant permissions include the confirmation of the relevant agreements and rules of the data promotion platform. The developer's confirmation of the relevant agreements and rules shall be deemed as your confirmation, and the relevant agreements and rules shall have legal effect and binding force on you.
3.8 In the event of account loss or forgotten password, you can follow the Platform's appeal process to timely appeal and request the retrieval of your account or password. You understand and acknowledge that when the Platform accepts an application for changing or retrieving login information, it will verify the information and documents provided in the application form based on the system records, and will not verify or identify whether the applicant is the authorized user of the account. Ocean Engine would like to emphasize the importance of properly keeping your account and password. You shall safely log out after you finish using the account. If you suffer from account theft or password loss due to improper safekeeping on your part or other force majeure factors, you will be solely responsible for the corresponding consequences.
3.9 If you choose to request a refund and close your account, the account will be subject to restrictive measures (including but not limited to advertising restrictions, disabling or cancellation) and will not be accessible. After the termination or rescission of this Agreement, Ocean Engine has the right to close all accounts you have registered and opened, and revoke the associated account permissions.
3.10 Should you need to terminate the use of the platform account service, you may apply to close or cancel your account. Upon confirming that the closure or cancellation conditions are met, the account will be closed or canceled. After the account is canceled, you are still responsible for your actions prior to the cancellation and during the use of the platform services. After successful account cancellation, the account records, functionalities, etc. cannot be restored or provided.
4. Data Promotion Services
4.1 Data promotion rules
The Customer understands and confirms that the Platform will establish and adjust from time to time different data promotion rules (including but not limited to requirements such as promotion qualifications and security deposits), account registration and management rules, review and violation handling rules, etc., based on considerations such as legal and regulatory requirements, policy changes, platform risk control and ecosystem governance, business strategies, account management needs, user rights protection, advertising experience, and the maintenance and improvement of content material quality. Based on these rules, the Platform will review and govern data promotion-related qualifications, account opening and use, content materials, promoted products, promotion behaviors, and performance behaviors, and take corresponding disposal measures against the Customer, the Customer's affiliated parties, and the accounts of the Customer and its affiliated parties.
4.2 Application for Data Promotion Services
4.2.1 Ocean Engine's data promotion services are paid services. The Customer shall follow the platform instructions and submit the account opening application online through the Ocean Engine Ark Platform (URL: https://agent.oceanengine.com/) or the Ocean Engine Advertising Platform (URL: https://ad.oceanengine.com/), and upload and submit the corresponding materials according to the platform process and requirements before completing corporate verification. The legal representative/operator of the Customer, the account operation contact person retained on the Ocean Engine Advertising platform and its affiliated platforms, and the corresponding responsible contact person corresponding to the mobile phone number/email address submitted offline or online during the use of this service or the services of each platform (collectively referred to as the "Customer Contact Person" hereinafter) all have the full authority to handle all matters related to the data promotion cooperation under this Agreement and have the right to sub-authorize. The information transmitted, statements and replies issued by the Customer Contact Person and the sub-authorized trustee (if any) to the Ocean Engine Advertising Platform and its affiliated platforms, as well as the handling of matters related to this Agreement, are all acts fully authorized by the Customer, representing the true intentions of the Customer, and are binding on the Customer.
4.2.2 The Customer is aware and confirms that, in order to ensure the smooth progress of the Customer's data promotion work, when the Customer expresses content related to data promotion to Ocean Engine through the contact information of the Customer Contact Person, it shall be deemed as the Customer's authorization. After Ocean Engine confirms and accepts it, Ocean Engine may, on its own or entrust a third party to carry out corresponding operations on the Customer's account according to the content expressed by the Customer, including but not limited to creating and modifying data promotion plans and data promotion creatives, setting and modifying data promotion bids and budgets, setting data promotion audiences, promotion time periods, promotion regions, and other settings or operations, etc. The Customer is willing to bear all the results generated by the above-mentioned authorized operations. After giving prior notice to the Customer, Ocean Engine may suspend or terminate the above-mentioned operation services at any time and shall not bear any liability to the Customer.
4.2.3 Based on the data promotion rules, the Platform has the right to decide whether to accept the Customer's application for data promotion. At the same time, if the Customer's use of the Data Promotion Services does not meet the adjusted rules and requirements, the Customer shall immediately modify or supplement the relevant documents according to the adjusted standards and submit them for platform review, or immediately stop the Data Promotion Services; if the Customer does not immediately stop using these Services or the modified or supplemented files still fail to meet the requirements, the Platform has the right to refuse to publish or refuse to continue to publish the Customer's promotion content and products that do not align with the above adjustments without assuming any responsibility.
4.2.4 The Customer is permitted to use these Services in accordance with the provisions specified herein only upon the successful review of the Customer's application for account opening, qualifications, and corporate verification, along with the approval of the promotion content materials and products intended for data promotion.
4.2.5 In order to optimize the advertising placement ecosystem and encourage reasonable advertising placement, Ocean Engine has the right to set restrictions on the number of Platform accounts that Customer can register and use based on factors such as the Customers' advertising placement maturity, account usage rate, advertising placement performance, and business performance, etc.; or impose certain restrictions on the use of advertising placements and related materials based on the quality of the advertisements and materials, and the usage situation of advertising placements, etc. At the same time, in order to ensure the stable advertising placement of the majority of customers, the platform has the right to impose restrictions on the creation/placement quotas and the number of terminations for all or part of the advertisements/orders according to the business operation situation.
4.3 Data promotion methods
4.3.1 Ocean Engine's Data Promotion Services include both non-bidding and bidding services. The Customer shall order and deliver the Data Promotion Services according to the Platform's prompts. The Customer is required to carefully read and comply with the relevant rules of the Platform regarding ordering and delivery, and take responsibility for their own actions. The Customer shall not deny the effectiveness of their actions for any reason.
4.3.2 Non-bidding data promotion
(1) Non-bidding data promotion includes but is not limited to CPT (fixed position package), CPM guaranteed advertisements, CPV guaranteed advertisements, special project resource packages (e.g.: created programs and specific activity data promotion) and other non-standard resources.
(2) For non-bidding data promotion, the specific resources/products/rights and interests, prices and other elements of the data promotion shall be determined in accordance with the "Data Promotion Order" (hereinafter referred to as the "Order") signed by the Customer and Ocean Engine before the data promotion or confirmed in the manner agreed upon in this Agreement. When the customer issues an order through the contact method agreed upon in this Agreement, this order shall be deemed as the true expression of the Customer's intention, and shall have legal effect and be binding on the Customer. The order shall take effect after being confirmed by Ocean Engine. After the order takes effect, the Customer shall complete the schedule confirmation corresponding to all the resources/products/rights and interests within the order within the time specified in the order or within a reasonable time required by the Platform. If the schedule confirmation is not completed, the Customer shall still pay according to the full amount of the order. The Customer is aware and confirms that Ocean Engine will log in to the Ocean Engine Advertising background and the Customer's account by itself or entrust a third party to view and carry out corresponding operations in accordance with the agreement of the order, and confirm the relevant online agreements and rules on behalf of the Customer for the use of some functions, so as to achieve non-bidding data promotion and placement; If the Customer chooses self-service order placement or semi-self-service order placement, it shall carry out relevant operations by itself in accordance with the rules and requirements of the Ocean Engine Advertising platform to achieve corresponding promotion and placement.
(3) When the Order is successfully placed, Ocean Engine will carry out inventory locking for the Customer and reserve the resources. In the event of any disruptions to normal, timely, or continuous delivery caused by factors unrelated to the Platform or Ocean Engine, leading to wastage of allocated resources, the Customer remains responsible for paying the data promotion fees as agreed upon in the Order, and Ocean Engine shall not assume any liability. The aforementioned situations include but are not limited to the Customer's failure to timely upload content materials, the Customer's content materials/data promotion plans failing the review, the Customer's content materials/data promotion plans violating laws, regulations, or Platform Rules and resulting in plan suspension, abnormality in the Customer's account (including but not limited to situations where the account is suspended and cannot advertise, the account qualification expires, is not uploaded or changes, or any other circumstances where restrictions are imposed based on Platform Rules), failure of the Customer's promoted products to be in normal display status, suspension of delivery due to the Customer's actions (including triggering re-review process by editing delivered content on the Platform, modifying and promoting the accounts on traffic network platforms for authorized cooperation, modifying the promoted products, self-suspension, etc.), as well as circumstances unrelated to the Platform or Ocean Engine that lead to the suspension, interruption, termination, inability to deliver data promotion plans in a timely and continuous manner, etc.
(4) During the cooperation period of this Agreement, if the Customer modifies an effective Order or a Schedule, they shall notify Ocean Engine 30 days in advance and obtain confirmation from Ocean Engine. The two parties shall sign or confirm a new Order after the modification; otherwise it will be deemed that the Order remains unchanged, and both parties shall continue to execute and settle according to the original effective Order before the modification. If the Customer wishes to modify an Order confirmed on the Ocean Engine Advertising Platform, the execution shall be carried out according to the Platform's rules and requirements.
4.3.3 Bidding data promotion
(1) It includes but is not limited to bidding-based advertising placements such as CPM (oCPM) (charged according to the number of ad impressions) and CPC (charged according to the number of ad clicks) (for detailed information on the billing methods, please log in to the Platform for details). The Customer shall conduct data promotion through online bidding in accordance with the platform rules and the advertising placement operation guidelines. When the Platform determines that the promotion plan/order created by the Customer meets the transaction conditions of this service, the Customer's promotion content will be displayed in an independent or aggregated form on the traffic media and traffic resource positions preferentially selected by the Platform and the system, based on the continuously optimized advertising placement model and promotion rules. (2) The Customer is aware and confirms that if the Customer has selected the preferred media or preferred scenario on the platform, the customer's promotion content will be mainly placed according to the selected media or scenario. If there are multiple preferred media or scenarios, due to the limitations of various factors such as content materials, platform rules, and bidding strategies, there may be no placement on some media or scenarios. At the same time, in order to provide the Customer with better data promotion services, the Ocean Engine Advertising platform may optimize the content and format of the Customer's promotion content and intelligently expand the placement to other traffic scenarios. If you have any questions about the above placement methods, you can contact the corresponding salesperson at any time. 4.3.4 Some traffic resource positions (such as search traffic resource positions, etc.) require the Customer's data promotion content to be matched or associated with them. In order to facilitate the Customer to obtain traffic from such types of traffic resource positions, the Customer authorizes Ocean Engine and the Platform to appropriately adjust (including adding, replacing, editing, etc.) the Customer's promotion content that is not matched or associated according to the attributes and characteristics of the specific traffic resource positions. 4.3.5 If the Customer places an order or conducts placement for the Star-Ad Joint Placement task through the Ocean Engine Advertising platform, the Customer agrees to be bound by the "Star-Ad Joint Placement Task Service Agreement"（https://support.oceanengine.com/support/content/140675?graphId=560&spaceId=195×tamp=1727419079461&visitor_source=help_main_site）. 4.3.6 For the purposes of complying with the requirements of laws and regulations, meeting the Platform's risk control needs, adjusting platform rules, protecting user rights and interests and enhancing user experience, optimizing data promotion services, etc., and based on the continuously optimized advertising placement models and strategies and to provide better services, the Customer confirms and authorizes the Ocean Engine Advertising Platform to adjust and optimize the Customer's promotion content from time to time, including but not limited to adjusting the size, format and display style, placement position and form, promotion method, etc., adding anchors, marketing components, logos or signs according to the platform rules or the requirements of laws and regulations, editing high-quality clips of the live broadcast room, intelligently generating works, aggregating and displaying with the content materials of other customers, or enabling all or part of the creative optimization functions, subject to the actual implementation of the platform. At the same time, the Platform will continuously explore to display the Customer's data promotion content in diverse positions, styles and forms.
4.3.7When the Customer performs operations such as editing, placing, or pausing data promotion and advertisements, the previously generated fees and/or the need for uploading back the placement data may persist for a certain period of time. Therefore, before the operation instructions are successfully executed, the system may still place advertisements according to the settings made by the Customer before the operation and generate data and promotion fees, thus deducting the balance in the account, and the relevant data may be displayed with a delay in the platform's data dashboard.
4.3.8 In case of non-native ads delivered by the Customer, when the Customer restarts the delivery of these ads after they are taken offline (whether by the Customer's initiative or due to suspected violations or complaint regarding the content), the user interaction data (likes, favorites, comments, etc.) under the original ad content will not be able to accumulate.
4.3.9 If the resource package of the investment promotion package ordered by the Customer for placement includes resources from the Ocean Engine Xingtu Platform, Ocean Engine has the right to provide data and information such as the Customer's qualification information and order placement information to the Ocean Engine Xingtu Platform in order to complete the execution of the tasks on the Ocean Engine Xingtu Platform.
4.3.10 Special agreement on advertising in created programs and specific activities
(1) If the Customer displays and promotes content materials in created programs and specific activities, and enjoys corresponding program rights, the Customer's rights will be manifested in the created programs and specific activities (the specific rights are subject to mutual confirmation). The form of these rights will be based on the final presentation in the created programs and specific activities. After the data promotion period expires, Ocean Engine has the right to take the Customer's content materials and rights offline or replace them. Unless otherwise agreed by both parties, all intellectual property rights related to the created programs and specific activities belong to Ocean Engine. Without the written consent of Ocean Engine, the Customer may not use the created programs and specific activities in any form in other promotion and advertising channels or authorize any third party to use such programs and activities or transfer them to any third party; otherwise, the Customer shall be liable for compensating Ocean Engine for all losses incurred as a result.
(2) The Customer has the right and hereby irrevocably authorizes Ocean Engine to use the Customer's content materials around the world in programs and specific activities, promotion activities for programs and specific activities, promotion activities for traffic network platforms, etc. on a non-exclusive, transferable basis. And Ocean Engine has the right to modify, copy, adapt, translate, compile, or make derivative products of the corresponding content. Ocean Engine shall use the content materials provided by the Customer in accordance with the mutually agreed-upon purpose and usage, and shall not abuse or infringe the Customer's legitimate legal rights or demean the Customer's image.
(3) The Customer acknowledges and confirms that in the event that the scheduling of created programs is adjusted, created programs are unable to be played, specific activities are suspended, postponed or unable to be launched on time, and any other customer rights and interests that cannot be realized due to reasons not attributable to Ocean Engine or factors beyond Ocean Engine's control, it shall not be considered as a breach of contract by Ocean Engine. Ocean Engine does not need to bear any compensation liability to the Customer (including but not limited to compensation for errors, omissions and losses). Settlement between the two parties shall be based on factual circumstances, and the production costs of created programs and specific activities shall be handled in accordance with the Order or the Platform Rules.
Factors beyond control include, but are not limited to, programs, columns, and specific activities of in promotional projects that have not obtained the approval, filling, or permits from relevant government authorities; changes or adjustments to applicable laws, policies or government regulatory requirements during the cooperation period; sports events, galas, and other activities canceled or postponed due to force majeure, public incidents, government requirements, or controls, resulting in the inability to launch or timely launch programs, columns, specific activities, and other events, and the failure of them to obtain administrative approval or filing review even after modification or postponement, thus requiring changes in the implementation of project elements (including but not limited to hosts, actors, guests, directors, shooting environments); program and project rearrangements caused by Ocean Engine's broadcast channel rebroadcasting significant events or news, live programs, equipment maintenance, overall revamps, etc.
(4) If offline activities are involved, the Customer shall be responsible for the personal and property safety of their personnel, materials, equipment, etc., and cooperate with the on-site management of the activities (including but not limited to property, safety, fire protection, epidemic prevention, etc.).
(5) Should the data promotional cooperation for created programs and specific activities be suspended or terminated prematurely due to the Customer-related reasons, including but not limited to unilateral cancellation by the Customer, or if the Customer and/or affiliated individuals (including but not limited to operators, senior management personnel, spokespersons) engage in illegal, negative events or unethical behavior, resulting in Ocean Engine's determination that continued cooperation would impact its or the Platform's reputation or the user's rights, the Customer is required to pay the promotional fees corresponding to utilized rights and resources prior to the suspension/termination. Additionally, the Customer shall bear all production costs for created programs and specific activities, and assume full responsibility for compensating Ocean Engine for any losses incurred.
4.3.11 The Customer understands and agrees that when using the Platform's targeting capabilities, the Platform's population portrait information is estimated based on models. Due to the fact that the user population portrait information changes from time to time, and the collection of relevant information is subject to objective circumstances such as laws and regulations and user authorizations, there may be certain differences between the final target audience and the settings made during data promotion and advertising placement. If the Customer uses the targeting and exclusion capabilities of the audience package, it is possible that some people in the audience package cannot be targeted or excluded. At the same time, when the Customer selects an audience package, it should pay attention to whether the information of the audience package is updated in a timely manner. If the Customer chooses not to update the audience package during the selection process or a specific audience package does not support updates, when using the audience package for targeting, the targeting will be carried out according to the population at the time of selection.
4.3.12 The Customer becomes aware and confirms that the results and effects of data promotion are affected by various factors, including but not limited to the Customer's product conditions, content material quality, customer operations, fulfillment of obligations and changes in the external competitive environment. Regardless of the data promotion methods and billing models employed, Ocean Engine and the Platform do not make any explicit or implied promises regarding the promotional effectiveness of these Services provided under this Agreement, the Customer's product sales volume, brand image, business performance, investment returns, or any other outcomes.
4.4 Fees and preferential benefits of Data Promotion Services
4.4.1 The Data Promotion Services are provided on a prepayment basis, where fees are paid through instant settlement and deduction of costs immediately after the delivery. To ensure continuous use of these Services, the Customer shall timely pay the renewal fee. If the Customer's failure to renew in a timely manner results in the Customer's data promotion content being taken offline, Ocean Engine assumes no responsibility and reserves the right to terminate this Agreement. Unless otherwise agreed in writing, the Customer may apply for the issuance of an invoice for the actually incurred and paid promotion service fees in accordance with the invoicing rules published by the Platform.
4.4.2 There is no upper limit for the amount of single prepaid funds and renewal deposit made by the Customer. The minimum amount will be determined and announced by Ocean Engine, which also reserves the right to adjust the amount at any time according to business needs, and the Customer must pay attention to the relevant rules and notifications of the Platform in a timely manner. Ocean Engine shall promptly inform the Customer of such adjustments. After the paid promotion service fees are exhausted, the Customer may choose whether to renew the services during the term of this Agreement. Ocean Engine has the right to decide whether to accept the Customer's renewal and whether to terminate the provision of the Data Promotion Services to the Customer. If the Customer chooses not to renew or if Ocean Engine decides not to accept the Customer's renewal after the paid promotion service fees are exhausted, both parties will terminate their cooperation.
4.4.3 The Customer is aware and confirms that the promotion service fee is calculated programmatically based on the Customer's advertising placement settings (including bid price, ROI target, budget, etc.) and the actually obtained data promotion services, and it may exceed the balance of the Customer's account. The Customer acknowledges and agrees that if the final promotion service fee exceeds the account balance, Ocean Engine has the right to require the Customer to make up the unpaid amount, and/or take restrictive measures against the Customer.
4.4.4 There may be a certain time lapse from the Platform's receipt of the Customer's operation instructions to their successful execution. Before the operation instructions are successfully executed, the system may still carry out advertising placements according to the plan set by the Customer before the operation and charge the promotion service fee, thus deducting the balance in the account, and the relevant data may be displayed with a delay in the Platform's data dashboard. At the same time, the Platform will make commercially reasonable efforts to shorten the time difference, but it is still subject to the current state achievable by existing technologies and conditions. The Customer shall not take advantage of such time difference to seek any unreasonable benefits.
4.4.5 The Customer understands and agrees that the Customer shall top up through the official channels of the Platform and shall not use or exploit the official channels of the Platform to engage in any of the following activities:
(1) The Customer shall not use non-official top-up channels to prevent the account from being exploited by illegal activities;
(2) The Customer shall not use or exploit the official top-up channels in any way to collect fees unrelated to these Services, or knowingly/should-knowingly accept payments that are illegal or non-complaint;
(3) The Customer shall not exploit the official top-up channels and functions of the Platform to engage in illegal activities.
If Ocean Engine or the Platform, based on victim reports, notifications from judicial or regulatory authorities, monitoring by risk control systems, or other third-party clues, identifies or reasonably suspects that the Customer has topped up through illegal channels or collected irrelevant or illegal or non-complaint funds, Ocean Engine has the right to initiate an investigation into the Customer and implement restrictive measures on the relevant accounts of the Customer using these Services and the associated service platform accounts (including but not limited to restricting top-up, restricting and prohibiting delivery, freezing balance, suspending accounts, deducting balance of the account, intercepting refunds, etc.). The Customer shall actively cooperate with the investigation of Ocean Engine, public security organs and/or regulatory authorities. Ocean Engine has the right to, based on the identification and judgment of existing clues or the provisions of relevant laws and regulations, handle issues such as returning funds in the Customer's Ocean Engine advertising platform account and associated service platform accounts to the victims, and compensating third parties or the Platform for losses. If the funds in the accounts are insufficient to return to the victims or compensate the third parties or the Platform for losses, the Customer shall be responsible for making up the difference.
4.4.6 The preferential benefits in the Customer's account shall abide by the following usage rules:
(1) The preferential benefits is only available when the Customer's account is in normal operation and is able to deliver. If the Customer's account is suspended, restricted from use, or voluntarily closed by the Customer, the preferential benefits cannot be used or will be cleared;
(2) The preferential benefits are non-cashable, non-refundable, non-transferable, and non-invoicable;
(3) The preferential benefits shall be used before the expiry date displayed on the Platform. If they are not used within the specified timeframe, it will be deemed that the Customer has voluntarily waived the benefits, which will be cleared upon expiry;
(4) Other requirements and restrictions regarding the use of grant notified or announced by the Platform, https://ad.oceanengine.com/help_center/content/143815?graphId=560&mappingType=2&pageId=321&spaceId=195×tamp=1737613188136;
(5) All data promotion carried out by the Customer using preferential benefits shall be executed in accordance with the provisions of this Agreement.
4.4.7 The Customer authorizes Ocean Engine to deduct from the guarantee deposits (if any) of the Customer and the Customer's affiliated companies, prepaid fees, account balances (including cash amounts and preferential rights and interests), balances of the shared fund wallet, and relevant payments arising from other agreements between the Customer and Ocean Engine the relevant fees that the Customer and the Customer's affiliated companies should pay, return, or compensate to Ocean Engine (including but not limited to the outstanding data promotion fees, liquidated damages, compensation payments, outstanding return goods amounts, and distribution amounts, etc.), or to use such amounts to replenish the relevant guarantee deposits. At the same time, if the Customer or the Customer's affiliated company should pay the agreed fees to a third party due to the use of other third-party services or products during the process of using the data promotion service, the Customer authorizes Ocean Engine to directly deduct from the above-mentioned funds the relevant fees that the Customer and the Customer's affiliated company should pay to the third party.
4.4.8 If the Customer has registered accounts on the OceanEngine Qianchuan platform and/or the OceanEngine Local Promotion platform, activated the data promotion service and signed the corresponding cooperation agreements, the Customer may, based on the relevant guidelines of the OceanEngine Ads platform, apply to activate the fund sharing function. The activation and use of the fund sharing function shall be subject to the agreements, rules, and the notifications or public announcements on the platform pages confirmed by the Customer in an offline or online form. The Customer may set up the fund account and the advertising placement account according to the rules of the fund sharing function. When the Customer binds the fund account used for advertising placement ("Advertising Placement Wallet") with the advertising placement account (including the OceanEngine Ads account, the OceanEngine Local Promotion account, and the OceanEngine Qianchuan account, subject to the actual advertising placement account bound by the Customer), it indicates that the Customer agrees to use the balance of the Advertising Placement Wallet to pay the promotion service fees for the bound advertising placement account.
4.5 Refund
4.5.1 The Customer may apply for a refund of the remaining cash balance in their Ocean Engine advertising account, but they shall ensure that: 1) they fill in and submits the refund application documents as required by the Platform, and carries out online verification and confirmation on refund-related matters; 2) there are no pending matters, including but not limited to, compensation for violations, breach of contract or complaint disputes, and there are no other amounts to be deducted. If the Customer specifies a refund account and there are still planned or confirmed deductions pending in the account at the time of submitting the refund application, it may result in a discrepancy between the actual refund amount and the account balance. In such cases, the actual refund amount shall prevail; 3) if the amount of refund applied by the Customer has been invoiced, the Customer shall cooperate to return the issued invoice in accordance with the relevant tax laws and regulations or provide a Information Form Regarding the Issuance of Special Red-Letter Value-Added Tax Invoices according to the applied refund amount; 4) Ocean Engine has the right to deduct liquidated damages, deposits, fees or compensation amounts and others owed to Ocean Engine or third parties from the Customer's account during the settlement process; 5) other conditions required by the Refund Notice.
4.5.2 The account balance refers to the balance in the Customer's account. To avoid ambiguity, such balance does not include the balance of grant, red packets, coupons and other preferential benefits, credit limit and the amount consumed during the refund review period, and any disputed amount and platform withholdings.
4.5.3 Ocean Engine will refund the amount to the Customer's designated account within 60 natural days after receiving and confirming the Customer's refund information. If there are exceptional circumstances that require an extension, Ocean Engine will inform the Customer promptly. Ocean Engine shall not bear any responsibility for refund failures due to incorrect customer account information.
4.5.4 If the Platform is unable to process a refund due to incorrect customer-provided information, all consequences shall be borne by the Customer; If any dispute arises due to the refund matters or Ocean Engine incurs losses as a result of the refund issue, the Customer shall be solely responsible for compensating Ocean Engine for all losses incurred.
4.5.5 If Ocean Engine, based on victim reports, notifications from judicial or regulatory authorities, monitoring by risk control systems, or other third-party clues, identifies or reasonably suspects risks or issues with the Customer's account, Ocean Engine will take corresponding measures in accordance with 4.4.3 hereof. If Ocean Engine reasonably believes that it can support a refund, it will only support the refund through original payment method.
4.6 Submission of and commitment to Data Promotion Content
4.6.1 Within the scope stipulated in this Agreement, the qualifications and specific content of data promotion shall be subject to the information submitted by the Customer to the Platform and accepted after the Platform's review. Ocean Engine has the right to submit the qualifications, content and other documents and materials related to the data promotion submitted by the Customer to other partners for review and verification.
4.6.2 Based on the method of data promotion, the Customer shall submit content materials and qualifications in advance in accordance with the Platform's requirements for specifications, size, and other element before the data promotion. If the Customer wishes to change the content or qualifications of the data promotion, they shall also submit the updated content materials and qualifications in advance according to the Platform's requirements. Otherwise, the Customer shall still pay the data promotion fees as stipulated in this Agreement and bear the consequences arising from the failure to timely update the content materials or qualifications.
4.6.3 After the Customer submits or uploads content materials, the Platform may compress the materials such as images based on the actual situation. At the same time, the Platform will store information such as advertising materials and delivery data in accordance with the relevant legal requirements and the arrangements of the Platform, but it cannot guarantee the permanent retention of such content. The Customer is requested to make appropriate arrangements or handle the matter accordingly.
4.6.4 If the Customer uploads and publishes non-real audio and video information content produced by new technologies and applications such as deep learning, virtual reality, generative artificial intelligence, or other information content that may cause user confusion or misidentification when using the Platform's services and functions, such information shall be prominently marked. Ocean Engine, the Platform, and the cooperative network platforms have the right to review and inspect the Customer's content materials through technical means or other methods based on legal obligations and risk control requirements. Once such materials are without proper identification, Ocean Engine and the Platform have the right to take one or more measures including but not limited to informing the Customer, displaying or indicating the appropriate identification, taking down and/or restricting the delivery of respective content materials, or refusing to deliver them in accordance with laws, regulations, platform rules, regulatory requirements, and industry dynamics. Ocean Engine shall not assume any breach or compensation liability.
The Customer shall be responsible for handling and resolving any disputes or controversies with third parties arising from the uploading, publishing, or promoting the aforementioned type of information content, and ensure that Ocean Engine and the Platform are exempt from any liability in this regard.
4.6.5 The qualifications and content materials related to data promotion submitted by the Customer must be true and legal. They must not contain deception, mislead consumers, violate laws, regulations, rules, or public moral standards, involve or constitute unfair competition, or infringe upon any third-party legal interests (including but not limited to infringing upon others' copyrights, trademarks, patents and other intellectual property rights, infringing on others' personal rights or other legal rights and interests, etc.). The materials must comply with relevant laws, regulations and rules, and have legal rights or sufficient authorization. Otherwise, Ocean Engine has the right to refuse publication, immediately take down active content materials, and require the Customer to assume corresponding responsibilities as stipulated in this Agreement.
4.6.6 The Customer guarantees that they will not arbitrarily add application download links, download buttons, download QR codes, and other operation entrances that guide users to download applications within the content materials. If it is necessary to add application download links or other operation entrances to guide users to download, the Customer shall obtain confirmation from Ocean Engine in advance and upload relevant application information through the application management center or platform designated by Ocean Engine, add download links in the way allowed by the Platform, and explicitly show the six-element information to users (application name, version information, developer/operator name, permission list, privacy policy, product function). The Customer guarantees that there is no inconsistency between the content materials and the relevant application information or other situations that mislead or induce users to download. Otherwise, Ocean Engine has the right to reject the Customer's data promotion request, immediately take down the active content materials, and require the Customer to bear the corresponding responsibilities stipulated in this Agreement.
4.6.7 If the Customer uses the live streaming traffic attraction function for data promotion, the Customer shall guarantee that the promotional and live broadcast content are original or have obtained legal and sufficient authorization (including transfer authorization, with the authorization scope covering all the promotional scenarios stipulated in this Agreement). Ocean Engine and the Platform have the right to edit, process, display, promote, and creatively optimize the promotional and live streaming content without obtaining any additional third-party authorization. Otherwise, Ocean Engine has the right to reject the Customer's data promotion request, immediately take down the active content materials, and require the Customer to bear the corresponding responsibilities stipulated in this Agreement. The Customer may not use or tamper with the promotion content adjusted by the creative optimization function outside the purpose scope stipulated in this Agreement.
4.6.8 The Customer shall exercise reasonable and necessary diligence to ensure the legality and security of the content they promote. They shall guarantee that they will not provide any content materials that contain malicious software, spyware, or any other malicious codes in data promotion and do not violate or circumvent any laws, regulations, rules, national standards, or Platform Rules.
4.7 Review of promotion content and qualifications
4.7.1 The Customer shall exercise a high level of due diligence, as can be reasonably expected from a professional, to independently review the promotion content and qualifications they intend to publish, in order to avoid any possible illegal or non-complaint situations.
4.7.2 Ocean Engine will review the promotional content and qualifications submitted by the Customer according to the provisions of relevant laws, regulations, and rules and data promotion rules. The Customer acknowledges and confirms: 1）the data promotion rules and the review results are time-sensitive, and the review results of the same promotion qualifications and content materials may vary in different periods. 2)To ensure the overall compliance of data promotion, Ocean Engine has the right to review the promotion qualifications, promoted products, promotion content, promotion behaviors, and performance behaviors, etc., both before and during the data promotion process. This includes pre-launch reviews, post-launch inspections, proactive verification by clicking on the promotion content or purchasing goods/services in the capacity of a user or by entrusting a third party, etc. Ocean Engine also has the right to take measures such as taking down the content materials and promotion behaviors that violate laws and regulations, data promotion rules, or platform rules based on the verification results, and impose corresponding restrictive measures.
4.7.3 The review and final placement by Ocean Engine and the Platform do not relieve the Customer of their responsibility to guarantee the authenticity and legality of the promotional content, relevant qualifications, promoted products, promotional actions, and fulfillment of obligations. The Customer shall bear all legal responsibilities for any disputes, claims, or conflicts caused by the Customer's promotional content, relevant qualifications, promoted products, promotional actions, or fulfillment of obligations. In the event of any loss suffered by Ocean Engine as a result (including but not limited to any third-party claims, advance compensation payments, or penalties imposed by government authorities), the Customer shall fully compensate Ocean Engine for all losses incurred. In such a case, the Customer shall not refuse to assume compensation liability as stipulated in this Agreement on the grounds that the promotional content, relevant qualifications, etc. have been reviewed and placed by the Platform or provided by other third parties.
4.7.4 Regardless of whether it falls within the scope of Ocean Engine or the Platform's review responsibility, once Ocean Engine discovers or reasonably suspects that a Customer, including but not limited to their content materials, qualifications, promoted products, data promotion behaviors, fulfillment of obligations, accounts associated or authorized for cooperation with the Customer's promotion, and customer/customer-related personnel (including but not limited to legal representative/operators, executives, spokespersons), the Customer's use of platform-related functions and services, etc. in the following situations: 1) being offline or in any other restricted state; or 2) violating relevant laws, regulations, and platform rules, or likely to pose legal or regulatory risks, or disrupt platform order, or infringe upon consumer or third-party rights, or involve serious violations of social norms; or 3) being reported or investigated by competent authorities for illegal or negative events or other improper behavior; or 4) when negative feedback such as user complaints and reports occurs, Ocean Engine has the right to immediately suspend advertising and take corresponding restrictive measures. At the same time, Ocean Engine has the right to claim compensation from the Customer for all losses caused to Ocean Engine. It also has the right to unilaterally terminate this Agreement based on the severity of the aforementioned circumstances.
4.7.5 If Ocean Engine has any doubts about the legality or source of rights of the data promotion content, qualifications and other information, the Customer shall provide relevant evidence as required by Ocean Engine to fully prove the legality and source of rights of the data promotion content and other relevant content.
4.8 Data statistics for Data Promotion Services
4.8.1 All data under this Agreement (including but not limited to data promotion information, publication time, page views, clicks, etc.) shall be statistically calculated and used as the basis for settlement by Ocean Engine. Ocean Engine guarantees the objectivity and authenticity of the statistical data.
4.8.2 During the cooperation period of this Agreement, with each data promotion period as the cycle, if the Customer has any objections to Ocean Engine's performance of this Agreement (including the execution of data promotion), they shall clearly raise them in writing or via email (along with relevant supporting materials, such as screenshots of web pages) within 5 natural days after the end of that data promotion period. If the Customer fails to raise objections in the aforementioned written form within the aforementioned objection period, it will be deemed that the Customer has no objections to the data promotion, execution, and fees.
4.8.3 If Ocean Engine agrees to allow the Customer to choose to a third-party data statistics agency for data statistics, the Customer can only monitor and statistically analyze the services supported by Ocean Engine and the types and resources of data promotion opened by Ocean Engine. The Customer and the authorized third-party statistics agency must strictly keep confidential any information obtained during the process of data statistics and monitoring, and undertake to implement necessary management measures and technological methods to protect the security of information data at a level not lower than the overall industry standard. They are not allowed to use the acquired information for purposes beyond the scope of this Agreement.
4.8.4 If the Customer chooses to use a third-party data collection institution for its data, the Customer may select this third party from the data collection institutions known to Ocean Engine. The Platform has the right to adjust, reduce the role of or change the third-party statistics institution, and will notify the Customer if it does so. The Customer shall follow the data and monitoring rules provided by Ocean Engine before data promotion.
4.8.5 Ocean Engine shall provide the Customer with a statistical system for service data inquiries that the Customer may use to query appropriate service use data.
4.8.6 The data generated through Ocean Engine and the Platform belongs to Ocean Engine and shall be deemed trade secrets owned by Ocean Engine. The Customer shall not use the aforesaid data beyond the scope agreed upon in this Agreement, nor shall the Customer disclose or leak the same to a third party without Ocean Engine's prior written consent.
4.9 Ocean Engine shall be entitled to entrust a third-party service provider to provide the Customer with certain part of the services under this Agreement including but not limited to consulting, diagnosis and optimization suggestions related to account operations, data promotion and product use under this Agreement ("Third Party Services") on behalf of Ocean Engine. If Ocean Engine entrusts a third-party service provider to provide third-party services, it will notify customers in advance through an in-site message or a background pop-up window, and fully disclose the third-party service information. Third-party service providers can only provide services to customers within the scope of authorization disclosed by the platform and have no right to charge customers any fees. If it is necessary for a third party to provide services to the customer within the scope of its entrustment, the customer authorizes the third party to access its service data through the system or interface provided by Ocean Engine. If there are defects in the performance of third-party services, the customer shall be entitled to submit a complaint to Ocean Engine.
4.10 Data Inquiry
Subject to the current state achievable by existing technologies and conditions, the time period, field scope, and display scheme of the data that the Customer can inquire about shall be subject to the functions actually provided by the Platform. In case of an operation requirement or a dispute related to this service, if the Customer applies for data inquiry, it shall submit a written document of the data inquiry application in accordance with the platform's requirements within 7 natural days after the occurrence of the disputed situation. Subject to the data storage period (specifically subject to the actual situation of the Platform), an overdue inquiry may not be supported, or it may incur unreasonable commercial costs. If the Customer fails to submit the data inquiry application to the Platform in a timely manner, it shall be deemed that the Customer waives the right to data inquiry.
5. Account Association and Authorization
5.1 To facilitate your use of the services of multiple platforms under the Ocean Engine's business account system, you acknowledge and agree that during the process of registering for an Ocean Engine Advertising Platform account, you agree to the "Ocean Engine Account User Agreement" and "Ocean Engine Privacy Policy", and complete the registration of an Ocean Engine business account; your registration and use of the Ocean Engine's business account are subject to the above user agreements and privacy policy.
You need to create an Ocean Engine business account to use various marketing service platforms under Ocean Engine, such as the Ocean Engine Advertising Platform, and FeiYu CRM. You can only create a business account for the corresponding platform by logging into the Ocean Engine business account. You should comply with the user agreement, privacy policy, and other agreement terms of each marketing service platform, and the relevant terms in this Agreement also apply.
5.2 If you perform account duplication operations on the Ocean Engine Advertising Platform, the duplicated account will reuse the entity qualification and account avatar of the current account (the account being duplicated); you will bear responsibility for the consequences of any actions taken on the account being duplicated.
5.3 You understand and agree that, to facilitate your better use of the Platform's functions and advertising placement, materials (including but not limited to pictures, videos, Ocean Engine Xingtu tasks, etc.) and relevant information can be pushed from other accounts on the Ocean Engine Advertising platform and accounts on some affiliated platforms to your Ocean Engine Advertising Platform account. The Platform may provide prompts regarding the source for your identification. You acknowledge and agree that the push notifications are the spontaneous actions of the push account, and the Platform only provides technical services; the materials and related information pushed to your platform account do not mean that you have the right to use them or that the Platform makes any commitment regarding the legality and compliance of the materials. You should judge and decide whether to use the related content and bear the consequences of the use.
You understand and agree that when you use your Ocean Engine Xingtu Platform account to push materials to the Ocean Engine Advertising platform account for advertising placement, for the purposes of optimizing advertising placement and enabling the Ocean Engine Xingtu platform to settle accounts with the Customer, the Ocean Engine Xingtu Platform and the Xingtu platform account through which you push the materials will obtain the advertising placement data of the corresponding materials.
5.4 To continuously improve and provide the Customer with better data promotion services, creative services and other derivative services, you acknowledge, understand and agree that Ocean Engine is granted a worldwide, free, non-exclusive, sublicensable right to the content materials and related data that you upload and publish through the platform and data promotion-related services and functions (hereinafter collectively referred to as "Licensed Contents"), including but not limited to the right to copy, disseminate over information networks, adapt, compile, modify, translate, create derivatives, perform and display; the authorized use includes but is not limited to using in the Platform, Ocean Engine's associated advertising platforms, Ocean Engine and its associated brands' advertising and promotion, analyzing, processing and optimizing the Licensed Contents, and designing and developing the Licensed Contents in other ways.
For clarity, you agree that the above rights include permission to use, copy, display, and disseminate your own or licensed personal image, portrait, name, trademark, service mark, brand, designation, logo, company mark and other supplies, and materials embedded in the content.
5.5 You authorize Ocean Engine to take certain technical measures for the related websites or pages involved in data promotion under the premise of legality, in accordance with national laws and regulations, consumer rights protection, and optimization of data promotion, in order to monitor whether there are abnormal situations in the page content during data promotion, and to record the related conversions of data promotion.
5.6 Ocean Engine respects and legally protects the data rights of Customer and other relevant entities. The Customer is aware and confirms that, within the scope of the data processing purposes, Ocean Engine has the right to process the Customer's service data and the data generated when the Customer uses the relevant products and services of Ocean Engine's affiliated parties ("Affiliated Data"), and the processing activities include but are not limited to:
i Providing Service data to Ocean Engine's affiliates, or obtaining Relevant Data from Ocean Engine's affiliates, to display the service data and/or processing results on the platforms or services operated by Ocean Engine or Ocean Engine's affiliates, in the form of original value, or derivative forms such as indexation, intervalization, aggregated data, etc.;
ii Based on the Service Data, the Relevant Data and the processing results thereof, optimizing the services related to accounts, authorization, fund, authorization management, examination and verification, consultation and diagnosis, data promotion system functions, services related to data analysis and insights.
Iii Providing Service Data to a third-party, including but not limited to providing Service Data to service quality monitoring and inspection service providers to evaluate and improve the quality of the Service, and providing Service Data to growth service providers connected to Customers so that growth service providers can provide account consulting and diagnostic services to Customers;
iv disclose the Service Data to competent authorities, professional consultants, attorneys or a third party with a legal and valid complaint.
Data Processing Purposes include, but not limited to: to provide the Services （including services related to accounts, authorization, fund, authorization management, examination and verification, consultation and diagnosis, data promotion system functions, services related to data analysis and insights); to record and improve the quality of products and operations related to the Services; to assist in improving the services provided by Affiliated Platforms, to provide operation convenience to the Customer, or facilitate the cooperation between the Customer and Agents or a third-party service provider authorized by Ocean Engine; data promotion and advertising compliance investigation; identification and handling of data promotion violations; product problem investigation and handling; dispute and controversy resolution; data promotion analysis and optimization; risk control and internal audit of Ocean Engine.
Meanwhile, based on your request or authorization, Ocean Engine or the entity you request or authorize can view and handle the advertisement contents placed by your account.
6. User Personal Information and Protection
6.1 Ocean Engine is committed to protecting personal information. Protecting user personal information is one of the fundamental principles of Ocean Engine. When using the Platform and related services, you are required to provide relevant information so that Ocean Engine can provide better services and technical support. Ocean Engine will utilize encryption technology, anonymization processing and other technical measures and security measures that match the Platform and related services to protect the information you submit. For further information regarding the protection of user personal information, please see the attachment "Commitment to Personal Information Protection".
6.2 In order to protect the security of the Customer's processing of users' personal information and improve the Platform's security and risk control capabilities, the Customer understands and entrusts the Platform to provide you and users with more secure service capabilities according to the circumstances, including but not limited to providing you and users with the telephone privacy protection function, including call recording and the privacy number (the Platform will hide the users' real mobile phone numbers from you, and you can only contact users through virtual numbers). When you use the telephone privacy protection function to contact users, you need to confirm that you have obtained the authorization to process users' personal information in such a scenario. At the same time, you are aware and confirm that the Platform has the right to conduct quality inspections on the content of the call recordings between you and users for the purposes of security and risk control, etc., and has the right to make independent judgments and impose penalties based on the content of the call recordings as to whether the customer has violated the relevant platform rules. The privacy number is a temporary number. In order to ensure the reasonable and effective use of privacy number resources, the Platform and its affiliated parties have the right to allocate, bind and unbind privacy number resources, and recycle the unbound number resources for reuse.
6.3 The Customer agrees and acknowledges that Ocean Engine or an authorized third party may, through the contact information of the customer's contacts, provide value-added services related to data promotion (including consultation, diagnosis, suggestions and optimized advertising placement, etc.), conduct research on the Customer experience, and send notifications, questionnaires related to this service, or commercial information containing recommendations for goods or services.
6.4 The Customer understands and agrees that if the Customer uses the Platform's intelligent conversation tools such as Zhitouxing, etc., in order to monitor the service quality and optimize the platform services, Ocean Engine may obtain the conversations and analyze them by itself or provide them to the cooperating third parties for analysis.
6.5 The Customer confirms that, based on the needs of governing the transfer of materials on the Platform, the Platform may, depending on the circumstances, synchronize the customer's account basic information (account ID, nickname, authenticated entity, registered email address or mobile phone number, etc.) and the suspected infringing materials, material IDs, consumption and other relevant information to the right holders; in order to protect the Customer's rights and interests, the Platform may perform masking or tagging processing when synchronizing the information. The Customer should pay attention to the quality of the materials when placing advertisements and avoid situations such as transferring materials and infringing on the rights and interests of third parties.
7. Rights and Obligations of Ocean Engine
7.1 Ocean Engine guarantees that it has the legal qualifications to engage in data promotion and the authority to sign this Agreement. The Ocean Engine Advertising Platform and its associated platforms may change their name, operating entity, domain name or URL based on business adjustments, updates to national laws and regulations and policy changes. Such changes will be subject to the notification at that time. If such changes occur, the rights and obligations between the Customer and Ocean Engine under this Agreement will be generally transferred to the changed name, operating entity, and domain name/URL, which will not affect the effectiveness of this Agreement. In the event that the scope of Ocean Engine's operations changes, our main business changes, or there are other reasonable reasons, without affecting the rights and obligations of the Customer, Ocean Engine has the right to transfer all the unfulfilled rights and obligations under this Agreement to the Parties designated by Ocean Engine at any time, with prior written notice.
7.2 Ocean Engine will provide corresponding services to the Customer based on the services and the billing methods the Customer chooses. Unless otherwise agreed, Ocean Engine shall not pay any fees to the Customer for its rights and interests under this Agreement.
7.3 If Ocean Engine and its affiliated platforms identify through proactive verification, third-party reports/complaints, notifications from competent authorities, monitoring by the risk control system, news reports or other clues, or reasonably suspect that the Customer, the Customer's affiliated parties, the Customer-related personnel, as well as the behaviors and performance of obligations during the Customer's use of this service violate laws, regulations or platform rules, or that there are any problems or (potential) risks regarding the entities and behaviors that are related to or associated with the above-mentioned matters, including top-ups through unofficial channels or other abnormal top-up behaviors, improper use of the data or relevant interfaces opened by Ocean Engine and its affiliated platforms, or the use of unauthorized data or interfaces, excessive frequencies of operations or requests such as registration/deregistration/campaign creation/settings/data query, and behaviors of obtaining unreasonable benefits and improper profits, etc., Ocean Engine shall have the right to take one or more of the following governance and handling measures according to the specific circumstances, and shall not bear any legal liability or cost compensation for implementing the governance measures: suspend or terminate the data promotion service, including but not limited to stopping data promotion, disconnecting the interfaces, rejecting operation requests, and restricting the access to or use rights of specific modules; impose restrictions on the Customer, relevant entities and relevant accounts; clear the preferential rights and interests; restrict the refund and acceptance methods; require the relevant parties to return the improper benefits and bear the corresponding liability for breach of contract and compensation; require the relevant parties to provide materials to prove the legality of their behaviors. In addition to the above-mentioned governance and handling measures, Ocean Engine also has the right to require the customer to further bear legal liabilities, or take other handling measures that Ocean Engine deems appropriate.
7.4 The Customer understands and agrees that if the Customer's behavior during the use of data promotion services (including recharging, publishing data promotion content, promoting products, performance behavior, using platform services and features, etc.) violates or is suspected of violating national laws and regulations or the rules announced by Ocean Engine and the Platform, or the Customer violates the terms of this Agreement, Ocean Engine has the right to take one or more of the following measures:
(1) Regardless of whether Ocean Engine gives prior notices or prompts, it has the right to decide whether the Customer can use this service or continue to use this service;
(2) Request the Customer to provide materials to prove the legality of the behavior;
(3) Remove the Customer's data promotion contents or take other blocking measures;
(4) Take restrictive measures on the Customer's account;
(5) Announce the Customer's behavior to the public;
(6) Notify the Customer to terminate this Agreement 5 natural days in advance
(7) Pursue the Customer's legal responsibility;
(8) Other measures that Ocean Engine deems appropriate.
The above actions taken by Ocean Engine do not imply any commitment or guarantee by Ocean Engine regarding the legality and compliance of the Customer's use of the Platform and data promotion services and other related services and functions, nor does it constitute Ocean Engine's joint responsibility for the behavior of the Customer or the Customer's use of the Platform and data promotion services and other related services and functions. The Customer should be solely responsible for its violations or misconduct.
7.5 The Customer understands and agrees:
(1) To provide this service and comply with the laws and regulations, as well as for the purposes of system upgrades, sampling tests, updates and optimizations, Ocean Engine has the right to save the Customer's information on its server, and legally collect and use the Customer's information, including but not limited to the Customer's registration information, data promotion information, and promotion website/web page.
(2) To protect the rights and interests of netizens and improve the integrity of the Internet, Ocean Engine can use or disclose the legally saved Customer information according to the requirements of the competent authorities and the valid complaints of third parties;
(3) To improve the service quality of Ocean Engine, if the Customer leaves contact information on the Platform, it is considered as agreeing to receive commercial information sent by the Platform. The Platform may contact the Customer through the contact information left by the Customer. Additionally, Ocean Engine may recommend related products or services to the Customer through the contact information that the Customer reserves or provides to the Platform and Ocean Engine.
7.6 Ocean Engine may also collect, use, publicize, and promote the Customer's promotion contents as a sample of its services, or showcase such cases on the platforms agreed to in this Agreement and the Ocean Engine advertising platform to enhance the service experience and quality, fulfill the Customer's requirements, optimize products and services, and add to its case library of promotion contents. Additionally, Ocean Engine has the right to select and enter the Customer's promotion content in any award evaluation activities at its own discretion. The Customer warrants that the content and information provided to Ocean Engine and the Platform does not infringe on the rights of any third parties, or contain any illegal contents and law violations and that such information is true and free from any defects of rights. The Customer has agreed and fully authorized Ocean Engine to use its content and information described above for an indefinite period of time.
7.7 The Platform may provide or display promotion contents, copywriting, publishing strategy, product selection, and use cases to the Customer or aggregate high-quality creative materials through product features for the Customer's reference (hereinafter collectively referred to as "Reference Content"). The Customer acknowledges and confirms that the Platform or its original rights holder owns the intellectual property rights to the reference content, and the Customer will not use it in any way that infringes upon the Platform or any third party's rights. The above reference content shall be used as a Customer reference only and shall not be deemed or construed as any license, authorization, commitment, or warranty by Ocean Engine/the Platform for all or part of the reference content. The Customer shall decide whether to use the reference content as necessary. The Customer warrants that it shall comply with the law when relying on and using the reference content, and shall be liable for any consequences arising therefrom.
8. Rights and Obligations of the Customer
8.1 The Customer warrants that it has the legal authority to promote products or services of the Customer and to enter into this Agreement. Regardless of the ownership of the subject promoted by the Customer, the Customer shall enter into this Agreement in its own name and directly bear all legal responsibilities.
8.2 The Customer has the right to inquire about the contents of These Services obtained by registering and opening an account on the Platform. The Customer understands and agrees, the product functions and related services provided by the Platform may vary pursuant to the version the Customer is using on the computer or mobile, the Customer's mobile phone model, system version, software application version, requirements by laws and regulations, operating strategies or other reasonable considerations of Ocean Engine, and the functions available to the Customer shall be on an "as-is" basis.
8.3 The Customer shall guarantee the authenticity of its account and other financial information and keep it consistent with the subject of this Agreement. If the financial information provided by the Customer is false or inconsistent, the Customer shall bear the risk arising therefrom. Ocean Engine shall not bear any liability, and the Customer shall compensate Ocean Engine for any losses incurred thereby.
8.4 The Customer warrants that the Customer shall complete the qualification authenticity verification as required by Ocean Engine, otherwise Ocean Engine has the right to reject the Customer's application to register an account and/or suspend or terminate the Data Promotion Services without any liability for breach of contract. If the qualifications submitted by the Customer infringe upon the legitimate rights and interests of a third party, the Customer shall bear the legal liability; the Customer shall bear the liability for compensation if Ocean Engine suffers any loss therefrom.
8.5 Ocean Engine shall not be liable for any dispute or controversy between the Customer and any third party arising from the third party's purchase of commodities or services, etc. based on Customer's Data Promotion Contents. The Customer shall solve the problem on its own. If Ocean Engine compensates the consumer based on the consumer's complaints or the request of the competent authority for the commodities or services promoted by data of the Customer, the Customer shall fully compensate Ocean Engine for all the losses.
8.6 If the Customer signs a contract/agreement with Ocean Engine by electronic signing, the Customer guarantees the authenticity and validity of the information and documents relating to the application for signature and seal submitted through the Platform of Ocean Engine, and authorizes Ocean Engine to submit the information and documents presented by the Customer to the third-party electronic signing platform for review according to the signing platform's requirements. If the information and documents are approved upon review, the Customer can apply for electronic signature and seal to sign a contract/agreement. If the information and documents are not approved upon review due to the reason that relevant information and documents submitted by the Customer are false or invalid, the Customer shall take full responsibility.
8.7 In the event that the Customer (advertiser) entrusts an agent to conduct data promotion and advertising on the Ocean Engine Advertising Platform, the Customer specifically acknowledges and confirms that:
(1) On the Ocean Engine Agent Platform, the agent is authorized to manage and operate the Ocean Engine advertising account created by the Customer for the purpose of data promotion and advertising. The Customer shall pay close attention to and check the account status and conditions, and determine matters related to data promotion and advertising with the agent.
(2) The agent carries out data promotion and advertising (including but not limited to the methods of Ocean Engine advertising account operation and advertising) as entrusted by the Customer. The Customer shall resolve any and all issues arising from account opening, account operation, payment settlement, and data promotion according to the agreement signed with the agent.
9. Complaint Handling
9.1 If the Customer cannot prove that it has fulfilled its review obligation as stipulated in this Agreement, and its uploaded/submitted or advertised content materials, or its goods or services promoted or performance of this Agreement: 1) infringe upon the legitimate rights of a third party; or 2) there is evidence of significant suspicion of such infringement; or 3) Ocean Engine has received real and reasonable complaints against Ocean Engine by third parties (including but not limited to accusations of infringement through complaints, letters, media reports, etc.,) due to its content materials or promotional products, promotion behavior, performance behavior, etc.; if any of the aforementioned situations occur, Ocean Engine has the right to terminate this Agreement or suspend the advertising, take restrictive measures and request the Customer to compensate for all losses caused to Ocean Engine; if the Customer's infringement or illegal behavior causes Ocean Engine to compensate any third party or be punished by state authorities, the Customer shall also fully compensate Ocean Engine for all losses incurred thereby.
9.2 If due to the reasons attributable to the Customer, including but not limited to its content materials, qualifications, promoted products, data promotion activities, performance of obligations, accounts and/or stores associated with or authorized for cooperation in relation to the Customer's promotion, the Customer/Customer-related personnel (including but not limited to the legal representative/operator, senior management personnel, endorser), as well as the Customer's use of the relevant functions and services of the Platform, Ocean Engine receives an investigation by a competent authority or a complaint from a third party, or the Customer lodges a complaint against another third party, the Customer agrees that Ocean Engine may provide the information of the Customer in the cooperation under this Agreement, including but not limited to the company entity information, account information, data promotion information, etc., to the competent authority or the third party. Meanwhile, the customer shall cooperate in resolving the above-mentioned investigation, complaint and dispute. The Customer shall provide a counternotice and prima facie evidence as required by Ocean Engine as proof that its Promotional Content does not constitute infringement should a third party claim that the Customer's Promotional Content infringes upon its legal rights, and Ocean Engine shall be entitled to provide the documentation provided by the Customer to the third party. If the Customer refuses to provide evidence or provides insufficient evidence to prove that there is no infringement, Ocean Engine shall be entitled to cancel this Agreement or suspend the advertising and request the Customer to indemnify Ocean Engine against any losses suffered as a result.
9.3 If Ocean Engine, based on complaints from consumers or other third parties ("Complainant"), notices from public security agencies or regulatory departments, risk control system monitoring, news reports or other clues, identifies or reasonably suspects that the quality of products and services promoted by the Customer is poor, the Customer's Promotional Content infringes the legitimate rights and interests of third parties, or the Customer abuses These Services causing losses to the complainant, Ocean Engine has the right to take one or more of the following measures:
(1) Initiate an investigation against the Customer, request the Customer to provide supporting documents in support of its defense ("supporting documents"). After the Customer submits the supporting documents, Ocean Engine has the right to provide the supporting documents to the complainant, public security agencies or regulatory departments. If the Customer fails to provide supporting documents or the supporting documents are insufficient to support its defense, Ocean Engine has the right to partially or completely terminate These Services, and take restrictive measures against the Customer.
(2) Dissolve or terminate the Agreement in advance and request the Customer to pay a penalty equal to the Data Promotion Service Fee of the commodity or service or five thousand yuan (whichever is higher). If the Customer's infringement or illegal behavior causes Ocean Engine to compensate any third party or be punished by state authorities, the Customer shall also fully compensate Ocean Engine for all losses incurred thereby.
10. Special Provisions on Individual Services and Third-Party Services
10.1 The Platform and related services include information or links to information content that Ocean Engine has obtained in various legitimate ways. Additionally, they may include other individual services legally operated by Ocean Engine that may be present on the Platform in separate sections. Ocean Engine has the right to periodically increase, decrease, or modify the settings and services within these special sections.
10.2 You may activate and use the aforementioned individual services on the Platform. Some of these services may necessitate your acceptance of specially designed agreements or other rules that bind you and the service provider. Ocean Engine/the Platform will make these agreements and rules visibly accessible for your reference when necessary. By starting to use these services, you are deemed to have understood and accepted the constraints of the relevant agreements and rules concerning such individual services. Services that do not have a specified usage period or are not explicitly described as "permanent," "indefinite," or "unrestricted" will be considered available from the day you begin using them until the day they cease to be provided on the Platform.
10.3 When using third-party software and related services on the Platform, you must not only adhere to this Agreement and Platform Rules but also agree to and comply with the third party's agreement and related rules. In case of any disputes, losses, or damages resulting from third-party software and related services, you are responsible for resolving the issue with the third party. Ocean Engine does not assume any responsibility for you or any third party in this regard.
11. Intellectual Property Rights
11.1 Without the written permission of Ocean Engine, the Customer and its affiliates and related personnel (including but not limited to operators, legal representatives, and senior management personnel, etc.) shall not use the name, trademark, trade name, brand, domain name, service mark or other prominent brand features (hereinafter collectively referred to as "logos") and website of Ocean Engine and the Platform or disclose the cooperation with Ocean Engine in market promotion, business cards, documents, websites, external publicity documents and any other aspects. The Customer shall not display, use or apply for trademark registration, domain name registration, etc. with the aforementioned logos in any way independently or in combination, nor shall it express or imply to others that it has the right to display, use, or manage these logos in any manner. Any violation of the aforementioned agreement by the Customer is considered an infringement, and Ocean Engine has the right to suspend or terminate this Agreement and request the Customer to take remedial measures (including but not limited to stopping use, removing relevant contents, etc.), publicize the Customer's breach of contract, and request the Customer to compensate Ocean Engine for all losses caused as a result.
11.2 Ocean Engine reserves all rights to the following content:
11.2.1 Ocean Engine provides technical support for the development and operation of the Platform and related services, and reserves all the rights permitted by laws and regulations to all data and information generated in the process of development and operation of the Platform and related services.
11.2.2 Ocean Engine shall have the ownership and intellectual property rights over the Platform, traffic network platforms, interfaces, related content and names according to the law.
11.2.3 Ocean Engine reserves the intellectual property rights and related rights of the content (including but not limited to Platform, technology, program, webpage, text, picture, image, audio, video, diagram, layout design, E-document, etc.) it provides on the Platform and in data promotion and other related services and functions.
11.2.4 Ocean Engine reserves the copyright, patent right and other intellectual property rights of the Platform on which Ocean Engine provides These Services.
Without the permission of Ocean Engine, the Customer is not allowed to use the content on the Platform and related services. This includes, but is not limited to, activities such as monitoring, copying, disseminating, displaying, mirroring, uploading, and downloading using any robot, spider, or other program or device.
11.3 The Customer acknowledges and agrees that all rights (including copyright, trademark right, patent right, and other relevant rights) of data and other information (including text, picture, audio, video, diagram, color palette and layout design) formed through analysis, integration and data collection shall belong to Ocean Engine. The Customer shall not use the services and/or any part of the services (service products, page logos, service brands, messages, information) for reproduction, translation, modification, decompilation, disassembly, reverse engineering, sale, sublease or any commercial purpose. Also, the Customer agrees to bear all business risks arising from the use of the information obtained through the use of the services provided by Ocean Engine.
11.4 Unless otherwise expressly agreed by both parties, the execution and performance of this Agreement shall not result in the transfer of the original intellectual property rights of each party.
11.5 The Customer acknowledges and agrees to grant Ocean Engine the authority to represent Ocean Engine or entrust a professional third party to protect the rights of content with intellectual property rights or legal authorization, which has been uploaded or published. This protection may be carried out through various methods, including but not limited to monitoring infringements, sending rights protection letters, filing lawsuits or arbitration, and engaging in mediation or reconciliation. Ocean Engine has the right to make independent decisions and take independent measures for matters related to rights protection.
12. Liability for Breach of Contract and Limitation of Liability
12.1 If the Customer breaches this Agreement or other service terms and Platform Rules, Ocean Engine has the right, based on independent judgment, to apply restrictive measures at its discretion. These measures may include giving prior warnings, immediately halting information transmission, limiting some or all account functions until permanently closing the account, suspending/terminating this Agreement, etc. Ocean Engine is entitled to publicize the results and decide, at its own discretion, whether to reinstate the use of the relevant account based on the actual circumstances. For actions that are suspected to breach laws and regulations or suspected to involve illegal crimes, relevant records will be maintained and submitted to the appropriate authorities in accordance with the law. In such cases, Ocean Engine will provide assistance in investigations by relevant authorities.
12.2 If the Customer breaches the contract causes, in addition to the liability for breach stipulated in the Agreement, the Customer shall also compensate Ocean Engine for fees and expenses incurred in safeguarding its rights, including but not limited to investigation fees, travel expenses, attorney fees, litigation fees, preservation fees and preservation guarantee fees (or preservation insurance fees), etc. 12.2 Ocean Engine has the right to directly deduct the data promotion costs, liquidated damages, late fees, compensation fees, and right-protection fees that the Customer should pay from the Customer's prepayment and data promotion account balance (including cash balance), deposit, and any relevant settlement amount, balance, deposit generated between the Customer and Ocean Engine in accordance with other relevant agreements, should such balance be insufficient to make up for the losses, and the Customer shall be responsible for the insufficient portion.
12.3 Limitation of liability
12.3.1 In the event that agreed data promotion content are displayed with errors or omissions due to the default of Ocean Engine, Ocean Engine will provide the Customer with resources compensation of equal value according to the principle of "one replacement for one mistake/omission". The Customer agrees to exempt Ocean Engine from any other responsibilities after Ocean Engine provides the compensation.
12.3.2 If Ocean Engine violates the Agreement and causes actual loss to the Customer, Ocean Engine shall compensate the Customer for the directly calculable actual loss, but the maximum amount of liquidated damages and/or compensation paid by Ocean Engine shall not exceed 20% of the amount of the orders or the data promotion plan relating to the breach of contract.
12.3.3 Under no circumstances will Ocean Engine be liable for any indirect, consequential, punitive, incidental, or special damages. This includes loss of profits that the Customer may incur through the use of the Platform, data promotion, and other associated services.
13. Disclaimer
13.1 You understand and agree, the Platform and data promotion and other related services are provided on "as is" and "as available" bases. Ocean Engine will make every effort to provide you with consistent and secure services; however, it cannot guarantee that the services will be completely free from flaws. All information and materials provided by the platform are presented in their "as is" and "as available" state. The Platform will not update or delete the outdated content contained in the information or materials, nor guarantee or claim that the provided information is complete and accurate. Neither Ocean Engine nor the Platform has made any statement, guarantee, representation or implication about the accuracy or completeness of the information contained on this website.
13.2 The Platform and related services may be subject to various factors. Ocean Engine does not guarantee that (including but not limited to): the Platform and related services fully meet the Customer's requirements; the Platform and related services are provided timely, safely and reliably without inference or error; any platform, service or other materials obtained by you through Ocean Engine will always meet your expectations; any errors in the Platform and related services will be corrected.
13.3 For the overall service operation and Platform operation safety, Ocean Engine has the right to decide on the service/function settings, scope, modification, interruption, suspension or termination of the Platform and related services as appropriate.
13.4 The Customer understands and accepts that neither Customer nor Ocean Engine will be liable to delay or failure to perform obligations in part or in full due to force majeure or changes in circumstances, but the affected party shall take measures in time to reduce the losses caused by force majeure or changes in circumstances. Force majeure includes but is not limited to government regulation, national policy adjustment, terrorist attacks, hacker attacks, system vulnerabilities, system failures, natural disasters (such as floods, earthquakes, typhoons, etc.), sudden public events, wars, strikes, disturbances, riots, power outages, technical adjustments by telecommunications departments, technical failures and viruses, Trojans, etc. The following matters are changes of circumstances agreed in the Agreement:
(1) Server termination. In case of any of the following circumstances, Ocean Engine may suspend the provision of information release and Data Promotion Services of the platform without notifying the Customer:
i. Irresistible conditions caused by non-human factors such as maintenance and repair of emergency service equipment.
ii. Failure of basic telecommunication service.
iii. Termination of the line service of the platform.
In case of the above-mentioned circumstances, Ocean Engine shall notify the Customer within 12 hours after the occurrence.
(2) The servers of Ocean Engine temporarily fail to operate normally due to illegal attacks, and the servers still cannot be restored for use after Ocean Engine makes every effort to repair them.
(3) Other material changes in the objective circumstances that cannot be foreseen by the parties when concluding the Agreement and are not caused by force majeure after the conclusion of the Agreement.
If the event of force majeure or change of circumstances lasts for 20 days or exceeds 30 days during the term of the Agreement, either party shall have the right to unilaterally cancel or terminate the Agreement in advance upon written notice.
13.5 While using the Platform and data promotion and other related services, you understand and agree that:
(1) Ocean Engine cannot foresee and prevent legal, technical, and other risks at any time, including but not limited to service interruptions, data loss, server/system delays, and other losses and risks that may be caused by system instability, network reasons, third-party service defect, government actions, etc. The Customer further agrees that if the Services provided by Ocean Engine contain defects that are unavoidable due to the prevailing industry technology or unforeseeable by Ocean Engine, and Ocean Engine has made all efforts to make up for the Customer's losses and provide services to the Customer, then Ocean Engine shall not be deemed to have violated the Agreement. The Customer agrees to waive any liability of Ocean Engine for any losses of property, data or information caused by the aforementioned circumstances.
(2) For the overall market interest, business needs and to provide better Data Promotion Services, any adjustments, restrictions, changes or removal of Data Promotion Services, service content, service modes, product features, layout, page design, etc. under this agreement caused by reasons such as legal regulations, traffic network platform requirements, changes in data promotion rules and Platform Rules, adjustments by Ocean Engine and the Platform, improving user experience, optimizing ad quality, standardizing ads and transactions of goods or services after promotion conversion, protecting users' legal rights, changes in national policies and market environment, are considered reasonable changes. Ocean Engine shall not be liable for breach of contract should it be unable to provide the data promotion service as agreed upon in this agreement, in full or in part, due to any of the above changes.
(3) The progress of promotional activities for certain data forms might be influenced by the traffic network platforms' requirements and the status of the account authorized to assist in the promotion on the traffic network platforms. Ocean Engine will not be held liable for any breach of contract if the Data Promotion Services hereunder are not provided as agreed or their provision cannot be continued, in whole or in part, due to above factors.
(4) Ocean Engine has the right to regularly or irregularly inspect, maintain, and upgrade the Platform, the traffic network platforms, or related equipment in order to provide the Customer with more comprehensive services. Such activities may cause related services to be interrupted or suspended within a reasonable time. If this causes losses to the Customer, the Customer agrees to waive any claims against Ocean Engine and its affiliates.
(5) Ocean Engine has the right to adjust, suspend or terminate the Data Promotion Services hereunder at the appropriate time points without bearing any responsibility, due to various situations, including but not limited to, requirements of competent authorities, public social events, media reports, or significant time points.
(6) When Ocean Engine provides data promotion services as agreed in this Agreement and generates billing data, if the display status of the Customer's promotion content is abnormal, there are problems with the software and hardware devices or network configurations of the Customer or the network terminal users, or the network terminal users make settings or operations on their network terminal devices (such as mobile phones, computers, etc.), client applications, websites, mini-programs, etc. on their own, resulting in the failure of the Customer's promotion content to be successfully displayed, it shall not constitute a breach of contract by Ocean Engine. In the event of the aforementioned circumstances, Ocean Engine shall not bear any liability, and the customer shall have no right to require Ocean Engine to refund the collected promotion service fees.
(7) Some promotion data depends on the Customer's data upload back to the Platform, and the Platform only displays the data uploaded back by the Customer. Errors in the data uploaded back by the Customer, repeated data uploads, etc. may lead to inaccurate data displayed by the Platform to the Customer. The Customer shall verify the accuracy of the uploaded-back data on its own and bear the corresponding consequences; if losses are caused to the Platform as a result, the Platform shall have the right to claim compensation.
13.6 During the validity period of this Agreement, if any employee of Ocean Engine becomes a shareholder or executive of the Customer, the Customer shall notify Ocean Engine in writing immediately. Otherwise Ocean Engine has the right to terminate this Agreement in advance at any time without bearing any responsibility. Upon termination or cancellation of this Agreement with Ocean Engine, the Customer shall not express or imply that they have any substantial relationship with Ocean Engine without the written consent of Ocean Engine.
14 Term and Termination
14.1 This Agreement shall take effect upon the Customer's online agreement or in the manner agreed upon in writing by both parties.
14.2 During the performance of this Agreement, Ocean Engine, upon providing prior written notice to the Customer, may terminate this Agreement without incurring any liability.
14.3 The Customer has the right to apply for termination of this Agreement by providing an advance notice of 5 natural days. However, prior to submitting the application, the Customer must ensure that all outstanding disputes under this Agreement are resolved and must also sign any necessary documents or complete any other operations and matters as required by Ocean Engine.
14.4 This Agreement shall be deemed terminated if the Customer's account holder is verified as an individual who passes away or goes missing, or if it is verified as a company that is canceled or revoked. However, the Customer's heirs or all shareholders/operators of the company have the right to request a settlement with Ocean Engine within 6 months from the date of occurrence of the above circumstances.
14.5 The Customer will be considered to have committed a serious breach of contract and Ocean Engine has the right to immediately stop data promotion or terminate Data Promotion Services, suspend or terminate this Agreement, and will not refund the data promotion fees paid by the Customer, if:
(1) The Customer fails to register and secure a legally valid business license or other business permits in accordance with the laws of the People's Republic of China, or the provided identity information does not accurately represent the Customer's situation;
(2) The Customer violates the provisions of this Agreement, Platform Rules, or any applicable laws and regulations, leading to complaints against Ocean Engine by third parties (including but not limited to accusations of infringement through letters or media reports, lawsuits, and reports to competent authorities, causing Ocean Engine to be scrutinized or questioned), or causing Ocean Engine to face scrutiny or questioning by competent authorities;
(3) The content materials submitted by the Customer contain elements that endanger national security, are obscene, false, insulting, defamatory, promote gambling, contain threats or harassment, infringe on the copyright or personal rights or other legal rights and interests of others, or are illegal or contrary to public order and good customs;
(4) The Customer fails to add download links as agreed upon in this Agreement, or the added download link fails to clearly indicate to the users the element information as stipulated in this Agreement, or the content materials do not match the application information or otherwise mislead and induce users to download applications; or without the confirmation of Ocean Engine, the Customer modifies the content materials, including but not limited to changing the originally promoted ordinary products to products requiring special business qualifications, adding or changing download links;
(5) After the Customer's link passes the review or goes live for promotion, the Customer displays content that violates current laws, regulations, rules and Platform Rules by modifying the webpage or program content linked to, setting up website redirections, implanting malicious code or viruses, and adopting technical confrontation, or maliciously uses self-inspection and suspension to place and promote illegal content;
(6) The Customer violates the confidentiality clause of this Agreement and Commitment to Personal Information Protection, by transferring, copying, disseminating, assigning, licensing, or disclosing in any other manner the business secrets, software, data and other information of Ocean Engine and/or the Platform. This also involves allowing or providing others with the means to use this information or engage in any commercial or business activities;
(7) The Customer includes any content materials containing malicious software, spyware or any other malicious code in data promotion, infringing the legal rights and interests of Ocean Engine and/or its users;
(8) The Customer and its employees cause any actual or potential damage or conflict to the interests, goodwill, and brand image of Ocean Engine;
(9) The Customer, its affiliated companies, and its legal representatives/operators, key personnel, and employees engage in agency or other activities in the name of Ocean Engine or the Platform beyond or without the authorization of Ocean Engine;
(10) The Customer files a lawsuit against Ocean Engine, or Ocean Engine files a lawsuit against the Customer;
(11) Other acts of breach of contract or violations that have a significant adverse impact on Ocean Engine, or that render the performance of this agreement by Ocean Engine meaningless in practice.
14.6 If Ocean Engine suspends all or part of the data promotion cooperation with the Customer or terminates this Agreement due to the Customer's violation of the Agreement or Platform Rules, the Customer acknowledges and confirms that Ocean Engine has the right to suspend or terminate other cooperation with the Customer and its affiliates, depending on the severity of the Customer's breach of contract. This includes but is not limited to local data promotion cooperation for Ocean Engine Shopping Ads and Ocean Engine and cooperation with Ocean Engine Xingtu Platform.
14.7 After the Agreement is canceled or terminated, both parties shall conduct financial settlement in accordance with the Agreement. If the cancellation or termination of this Agreement is caused by one party's breach, the the breaching party shall compensate the non-breaching party for losses.
14.8 After the termination of this Agreement, Ocean Engine shall still have the following rights, including but not limited to:
(1) Continue to save and use various information provided by the Customer to Ocean Engine and the Platform;
(2) For the Customer's breach of contract, Ocean Engine may still hold the Customer liable for violation in accordance with this Agreement and the Platform Rules.
15 Notice and Delivery
15.1 Ocean Engine may deliver various rules, notices, prompts, and other information related to These Services to the Customer by one or more means, including announcements or prompts on web pages (including apps), emails, mobile phone messages, phone calls, regular mails, and inmails. Once such information is released or sent by Ocean Engine by any of the foregoing means, the Customer shall be deemed to have accepted and agreed to be bound by such information. If the Customer does not accept such information, the Customer shall stop using These Services; otherwise, the Customer shall be deemed to have accepted and agreed the same. Unless otherwise specified in the Agreement, the notices, documents and materials sent by both parties to each other for the conclusion and performance of the Agreement shall constitute an integral part of the Agreement and have the same legal effect as the Agreement. If the Customer changes the mailing address or email address, the Customer shall make relevant changes on the Platform.
15.2 If Ocean Engine notifies the Customer by the above agreed means, the date when the Customer is informed shall be subject to the following date: the date on which the online announcement is made, the date when the email enters the Customer's email account, the date when the telephone call is received, and the date of delivery to the mailing address. In any case, the Customer shall send a notice to Ocean Engine by email and/or EMS (the Customer shall affix its official seal to the notice). Ocean Engine is notified on the aforesaid date. If either party sends a notice to the other party in multiple ways, the earliest date of the other party's knowledge shall prevail.
15.3 Where the Customer fails to receive relevant rules, notices, prompts, and other information due to errors in the email box, mobile phone number, mailing address and other information provided by the Customer or the failure to update the changes of the aforesaid information in time, the Customer agrees that it shall still be deemed that the Customer has received the relevant information and is bound by it, and the Customer shall bear all consequences and liabilities.
16 Anti-Commercial Bribery Clause
16.1 Any party, its affiliated companies, and their respective shareholders, directors, supervisors, senior executives, employees, and other entities acting on behalf of either party (such as authorized agents, consultants, service providers) (collectively referred to as the "Related Parties") have not and will not request, receive, promise, or provide any kickbacks, facilitation payments, unconventional business hospitality, or other improper benefits to or from any employee of the other party or its affiliated companies or any other person.
16.2 If any act suspected of receiving or providing such property or other improper benefits is discovered during the performance of this Agreement or in other cooperation with Ocean Engine, the party that becomes aware of the improper act shall notify the other party of such act within a reasonable time after becoming aware of it.
16.3 Both parties agree that before the signing of this Agreement or during the cooperation period under this Agreement, if any party, its affiliated companies, or their Related Parties fails to comply or partially fails to comply with the above provisions (such party is hereinafter referred to as the "Breaching Party"), or fails to actively cooperate with the investigation or deliberately conceals relevant information during the investigation by the other party (such party is hereinafter referred to as the "Observing Party"), such act shall be deemed a material breach of this Agreement. The Observing Party shall have the right to take one or more of the following measures: (a) Unilaterally terminate this Agreement immediately by notice without the need to pay any amounts related to this Agreement, and claim compensation from the Breaching Party for all losses; (b) Include the Breaching Party, its affiliated companies, and the Related Parties on the blacklist, and comprehensively prohibit or partially restrict all or part of the existing and future cooperation with the Breaching Party and its affiliated companies, including but not limited to the cooperation under this Agreement; (c) Publicize the breach of contract committed by the Breaching Party, its affiliated companies, and the Related Parties through channels of the Observing Party and other channels other than those of the Observing Party.
16.4 Each party and its Related Parties shall bear all responsibilities for violating the applicable anti-corruption and anti-commercial bribery laws on their own, and shall not engage in any act that may cause the other party and its Related Parties to bear such legal responsibilities.
17 Dispute Resolution
17.1 The conclusion, execution, and interpretation of the Agreement and the resolution of disputes shall all be governed by the valid laws of the mainland of the People's Republic of China.
17.2 The Agreement is signed in Haidian District, Beijing. In case of any dispute between the Customer and Ocean Engine, both parties agree to submit the dispute to the court of Haidian District, Beijing, where this Agreement was executed, for resolution.
18 Other Clauses
18.1 Any confidential information that a party comes to know or understand about the other party as a result of the conclusion and performance of this Agreement shall be the proprietary information of the other party. Without the prior written consent of the other party, each party shall keep confidential any proprietary information, the cooperation between the two parties, and the specific content of this Agreement, and shall not disclose them to any person or entity. However, the above restrictions shall not apply to the following circumstances:
(1) It is necessary for the normal performance of the obligations under this Agreement;
(2) There is an obligation to disclose in accordance with national laws and regulations;
(3) There is a need to disclose to judicial organs, administrative organs, and other competent authorities in response to their instructions or requirements;
(4) In the event that the Customer (including its employees) and/or the Customer's partner is (suspected of being) involved in illegal activities, and disclosure is made to relevant departments to assist competent authorities in investigating and verifying the illegal acts.
18.2 Both parties agree that during the course of cooperation based on this Agreement, they shall comply with all applicable laws and regulations related to sanctions and export controls (collectively referred to as "trade compliance") requirements. If due to trade compliance reasons, either party is unable to continue to perform this Agreement on the premise of legality and compliance, the two parties shall collaborate to seek a solution or negotiate the termination of this Agreement. Without limiting the foregoing provisions, if either party violates any applicable trade compliance regulations, resulting in the continued performance of this Agreement being in violation of applicable trade compliance requirements, the other party shall have the right to cease performing the relevant obligations under this Agreement, and the violating party shall compensate the other party for all losses suffered as a result of the above-mentioned violation.
18.3 In the course of cooperation between both parties, each party shall ensure the quality of services and shall not damage the other party's overall market image, and shall not engage in other acts that harm the other party's interests.
18.4 This Agreement shall contain other relevant agreements, Platform Rules, service usage guidelines, the Appendix: Commitment to Personal Information Protection, and other information released by Ocean Engine in connection with These Services. Ocean Engine shall regularly update the above materials. Ocean Engine will notify or announce any changes to the terms according to the notification clause. Upon notification or announcement, the amended terms will replace the original clauses and immediately become an effective part of this Agreement.
18.5 If any clause hereof is wholly or partially invalid or unenforceable due to violation of any laws or governmental regulations or other reasons, such clause shall be deemed deleted. However, the deletion of such a clause shall not affect the validity of this Agreement and other clauses in this Agreement.
18.6 You and Ocean Engine are independent entities. This Agreement does not, under any circumstance, represent any type of express or implied guarantee or condition from Ocean Engine to you. Furthermore, it does not establish an agency, partnership, joint venture, or employment relationship between the two parties.
18.7 The titles in this Agreement are included solely for ease of reference and comprehension and do not influence the meaning or interpretation of any provision within this Agreement.
18.8 This Agreement may be translated into multiple languages. In case of any conflict or ambiguity between the Chinese and multi-language versions, the Chinese version of this Agreement shall prevail.
18.9 In the event that the Customer needs a printed copy of this Agreement, the Customer may log into its account and download the Agreement for printing. The printed copy of this Agreement shall be consistent with the electronic version of this Agreement. In case of any discrepancy, the electronic version shall prevail.
Appendix: Commitment to Personal Information Protection
Whereas, the Client plans to cooperate (or is cooperating) with Ocean Engine (hereinafter referred to as "the Company") on the data promotion service. To provide adequate protection for the personal information of involved data subjects during the cooperation in compliance with the related laws and regulations, the Client and the Company may jointly, individually or be engaged to process relevant personal information. During the aforesaid personal information processing, the Client shall fulfill the obligations of personal information protection, data security and confidentiality in compliance with the laws, regulations, rules and national standards on the personal information protection (hereinafter referred to as "Data Protection Requirements").
"Personal Information" hereunder refers to any information recorded electronically or by other means relating to an identified or identifiable natural person, excluding anonymized information. The personal information "processing" hereunder includes collection, storage, use, processing, transfer, provision, publication and deletion of personal information.
The Client hereby commits and warrants the following:
1 The Client may only process the personal information hereunder to the extent required to fulfill the Ocean Engine Data Promotion Service Agreement (hereinafter referred to as "Master Agreement") in strict compliance with the Data Protection Requirements and the principles of legality, legitimacy, necessity and integrity. During the personal information processing, the Client shall disclose the personal information processing principles, purpose, manner and scope to involved data subjects in line with the principles of openness and transparency. With a clear and reasonable purpose, only the data directly relating to the purpose shall be processed to the minimum extent. The data shall be processed within the scope of authorization of data subjects, in a manner to minimize the impact on their personal rights and to avoid their rights from being adversely impacted by information inaccuracy and incompleteness. Prior to processing personal information beyond the scope of authorization of data subjects, the Client shall obtain their authorization and consents in accordance with the Data Protection Requirements, unless otherwise specified in the Data Protection Requirements.
2 The Client shall transfer personal information to the Platform in accordance with the Data Protection Requirements. Unless otherwise specified in the Data Protection Requirements, the Client shall inform the data subjects of the statutory contents set out in the Data Protection Requirements, including the information types as well as processing purpose and manner relating to the transfer of personal information to the Platform, with the prior authorization and consents from the data subjects.
3 The Client shall upload relevant personal information to the platform and use the data promotion service under the Master Agreement in accordance with the Data Protection Requirements and relevant agreement/contract, if any, between the Client and the Company, without harming the legal interests of the Company, its affiliates, involved data subjects or the subjects having relevant rights in the data or exceeding the authorization and consents granted by the data subjects or the subjects having relevant rights in the data to the Client and any other interested party with respect to the processing by the Client. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom. The Customer or the data provider entrusted by the Customer (including but not limited to the Customer's affiliates, partners, or other third parties) may transmit data to the Platform through the Platform itself or its interface, or provide data to the Platform through external interfaces or alternative methods.
4. If the Customer's affiliates, partners, or other third parties provide Customer data to the Platform, the Customer shall sign an authorization agreement with its affiliates, partners, or other third parties to ensure that the data sender has the legal and valid right to send data to the Platform, and that the Platform has the right to receive the relevant data. The Customer shall sign a data processing agreement and related legal documents with the Platform. In the absence of such a signed agreement, any actions taken by the Customer, such as sending emails, uploading information on the Platform, or expressing awareness of or consent to the Platform processing data through instant messaging tools (including, but not limited to, WeChat, Feishu, or other methods), will be deemed as the Platform having obtained the Customer's authorization.
5 To download relevant personal information from the Platform, as necessary for the data promotion service cooperation, the Client shall process the information within the scope of the Master Agreement and the scope of authorization of the data subjects in accordance with the Data Protection Requirements and the security rules/policies set by the Company and the platform, and strictly secure the information. Unless otherwise agreed in the Master Agreement, the Client shall not subcontract the personal information processing to any third party without the written consent of the Company. Subject to this clause, the Client shall be fully responsible for the data processing of such third party. Upon the completion of the personal information processing set out herein, the Client shall timely delete relevant information.
6 Without the written consent of the Company, the Client shall not share with or offer, transfer or disclose relevant personal information to any third party, or further process the information beyond the Data Protection Requirements, the scope of authorization of the data subjects, and the purpose scope of the Master Agreement. Subject to this clause, in case of a need to transfer relevant personal information to any third party, the Client shall warrant that such processing will not violate the Data Protection Requirements and relevant agreement/contract, if any, between the Client and the Company, or harm the legal interests of the Company, its affiliates, involved data subjects or the subjects having relevant rights in the data, or exceed the authorization and consent granted by the data subjects or the subjects having relevant rights in the data to the Client and any other interested party with respect to the processing by the Client, and the Client shall strictly constrain the processing of the third party and ensure the security of personal information. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom.
7 During the data promotion cooperation, when using relevant technical services provided by the Company or its affiliates (such as website construction service), if the services involve the collection or further processing of the personal information of the users/clients of the Company or its affiliates in any platform/product or other scenarios of the Company or its affiliates, the Client shall ensure that relevant processing is in full compliance with the Data Protection Requirements, including but not limited to the following: providing involved data subjects with the privacy policy or similar documents of the Client as provided in the Data Protection Requirements; informing such data subjects of the statutory contents set out in the Data Protection Requirements, including the information types as well as the processing purpose and manner; obtaining the authorization and consents from involved data subjects; making available its true and valid contact information so that involved data subjects may exercise their rights under the Data Protection Requirements.
8 Data interaction involved in relevant services in order to achieve the advertisement request as well as the return and display of the advertisement materials, the Client and the Company will transfer relevant advertisement request data, including the device UID, IP, request ID, timestamp and type of user operating system processed through hash or other security measures (hereinafter referred to as "Advertisement Request Data"), through technical means such as API under certain scenarios. The Client shall ensure that the aforesaid Advertisement Request Data received will only be used to achieve the purpose of the Master Agreement, and will not be used for any other purpose, shared with, or disclosed to any other third party and affiliates without the written consent of the Company. After achieving the aforesaid purpose, the Client shall timely delete relevant Advertisement Request Data, unless overlapped with the Client's existing user data. The Client shall ensure that the aforesaid overlapping data is processed in compliance with the laws and regulations and within the scope of authorization of users.
In order to achieve advertisement monitoring, the Client and the Company will monitor and attribute the placed advertisements through the technical means such as monitoring link. Namely, the Client shall configure an advertisement monitoring link, monitoring code or other technical means when creating the advertisement plan. When a user is exposed by the advertisement materials or interacts with the advertisement materials, relevant monitoring data will be passed back to the Client or the third-party monitoring agency through the above technical means. The data involved under the monitoring scenario includes the device UID, IP, request ID, timestamp, type of user operating system and user rough geographical location processed through hash or other security measures (hereinafter referred to as "Monitoring Data"). The Client shall ensure that the aforesaid Monitoring Data received will only be used to achieve the purpose of advertisement monitoring and attribution, and will not be used for any other purpose, or shared with, or disclosed to any other third party and affiliates without the written consent of the Company. Upon the achievement of the advertisement monitoring and attribution purpose or termination of the cooperation, the Client shall timely delete relevant Monitoring Data. If the Client engages a third-party monitoring company for monitoring, the Client shall, upon the achievement of the aforesaid purpose, supervise the third-party monitoring company to perform the aforesaid obligations.
9 The Client shall not engage in the following behaviors or activities that are against the laws, regulations and good social customs through the data promotion service under the Master Agreement and/or by utilizing the processing of relevant data:
a) Any obscene, pornographic, gambling, superstitious, terrorist, violent and fraudulent behaviors or activities.
b) Any behaviors or activities that express discrimination on the basis of nationality, race, religion, disability and disease.
c) Any use of the neutral technical analysis service (including analysis report or other services) provided by the Company or its affiliates to further create the list of audiences related to the aforesaid information or labels, to produce any analysis report, or to promote the products/services of the Client, or for any other purpose.
d) Any illegal or improper personal identity mining of involved data subjects and/or any infringement and invasion of their privacy and life, including but not limited to the infringement of privacy set out in Article 1033 of the Civil Code of the People's Republic of China.
10 One of the purposes for the Company to provide the data promotion service is to provide the audiences with appropriate advertisement and promotion services and to offer product/service promotion channels to relevant clients, instead of improperly mining and invading the real identities of relevant audiences. The Company, therefore, prohibits the use of personal information or label categories (such as name and ID card number) that reflect the identities of the audiences. The Client is also not expected to exploit the dilemma of the audiences to obtain further business interests through the data promotion service. The Company, therefore, prohibits the use of the personal information or label categories related to the personal dilemma of the data subjects to infringe on or unfairly treat the personal rights. In addition, the audiences subject to social bias and discrimination may be negatively affected in obtaining the information and cannot get fair treatment. The Company, therefore, prohibits the use of biased and discriminatory personal information or labels, or the application of the data promotion service to specific products or services based on the aforesaid personal information or labels. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom.
11 The Client shall not obtain relevant personal information through illegal means or by violating the security rules of the Company and the Platform and the Data Protection Requirements.
12 The Client shall take relevant technical measures (such as encryption technique) during the data transfer and processing to comply with the Data Protection Requirements and protect the security of relevant personal information, and actively cooperate with the Company in processing relevant personal information in the form compliant with the Data Protection Requirements.
13 The Client shall have necessary organization management systems and technical measures set out in the Data Protection Requirements to guarantee the security of personal information. In case of actual or possible personal information security incident (disclosure, destruction, manipulation, loss, unauthorized access and processing of the personal information as well as infringement of relevant rights of the data subjects arising therefrom), the Client shall immediately notify the Company in writing and take effective remedies at the first time. If an aforesaid personal information security incident occurs for reasons attributable to the Client, the Client shall independently resolve any disputes (including without limitation complaints, administrative penalties, and litigation disputes) arising therefrom, to avoid any infringement and loss to the Company, its affiliates and involved data subjects, and assume all liabilities therefor.
14 Upon request of the Company/Platform, the Client shall timely provide the Company with all the information necessary to prove that the Client has processed the personal information in compliance with the Data Protection Requirements, to the extent agreed in the Master Agreement and this Commitment, and within the scope of authorization of data subjects. The aforesaid necessary information includes but is not limited to: the Client's data security capability and personal information processing. The Client warrants that any information provided under such circumstances is true, accurate, and free of falsities or misinformation. The Company shall have the right to conduct audits on the Client's data security and processing, and the Client shall actively assist the Company in doing so.
15 In the event that the cooperation period of the Master Agreement expires or the cooperation between the Client and the Company is terminated for any other reasons, the Client agrees to delete or destroy all the personal information obtained from the Company/Platform, including original and backup data. The Client shall warrant that the deleted data cannot be recovered using technical means or measures.
16 The Client's violation of this Commitment will be regarded as a material breach and/or infringement. The Company has the right to request that the Client be held liable for indemnification against any losses suffered by the Company, its affiliates, involved data subjects, or any third parties, and may unilaterally suspend or terminate the data promotion requests of the Client and any cooperation with the Client. In such case, the Client shall assume all liabilities and shall be obligated to resolve any adverse impact arising therefrom.
17 This Commitment will not be terminated or invalidated for the invalidation, suspension or termination of the Master Agreement or the data promotion cooperation.