Ocean Engine Marketing Platform Service Agreement

Revision Date: December 22, 2025
Effective Date: January 1, 2026

As the operator of the Ocean Engine Marketing Platform (hereinafter, "we" or the "Company"), we sincerely welcome you to use the services provided by the Ocean Engine Marketing Platform!
Before your registration or authorized registration of an account with the Ocean Engine Marketing Platform, please make sure that you have carefully read and fully understood the terms and conditions of the Ocean Engine Marketing Platform Service Agreement (the "Agreement"), especially the terms and conditions that exempt or limit the Company's obligations or liabilities, or aggravate your obligations or liabilities. If you consent to this Agreement, or indicate your consent by actually logging in, accessing and using the services provided by the Ocean Engine Marketing Platform, it means that you confirm to be bound by this Agreement and the effectiveness of your confirmation is valid to the entity that authorizes you to register the Ocean Engine Marketing Platform Account.
In compliance with applicable laws and regulations or for the purpose of improving products and services, the Ocean Engine Marketing Platform shall be entitled to update this Agreement when necessary. The updated terms shall be effective upon the release on the Ocean Engine Marketing Platform. In the event that you disagree with the updated terms, please stop using the services provided by the Ocean Engine Marketing Platform Platform. In the event that you continue to use the services provided by the Ocean Engine Marketing Platform, it shall be deemed that you have fully understood and accepted the updates. If you have any objection to the modified Agreement, please immediately stop logging in or using the Ocean Engine Marketing Platform and its related services.

Article 1 Definitions
1.1 Agreement
The "Agreement" refers to the agreement established between you and the Company regarding your registration, login, and use (hereinafter collectively referred to as "use") of the Ocean Engine Marketing Platform and its services.
1.2 Ocean Engine Marketing Platform
The "Ocean Engine Marketing Platform" refers to the website legally operated by the Company under the name "Ocean Engine Marketing Platform" (URL: https://ad.oceanengine.com/) and the "Ocean Engine Marketing" module in the "Ocean Engine" client application.
1.3 Media Platform
The "Media Platform" refers to client applications, websites, mini programs operated by the Company or its affiliated companies, as well as other cyberspaces operated by partners that arrange their placement inventories through technical services provided by the Company or its affiliated companies, displaying Customer's Content Materials, products and services or supporting the Customer in using corresponding services and functions on web pages, presentation locations and other RITs, including but not limited to Douyin, Douyin Lite, Xigua Video, Toutiao, Toutiao Search, Toutiao Lite, Toutiao Search Lite, media platforms in cooperation with CSJ or other media platforms in cooperation with the Ocean Engine Marketing Platform.
1.4 Media Platform Operator
The "Media Platform Operator" refers to the operator of the Media Platform, including but not limited to the Company, the Company's affiliated companies, and third parties that access the technical services of the Company or its affiliated companies as resource providers.
1.5 Ocean Engine Marketing Platform Services or Services
The "Ocean Engine Marketing Platform Services" or the "Services" refer to a series of services provided to Customers based on the continuously updated technology, systems, software, and application capabilities of the Ocean Engine Marketing Platform, including but not limited to software technical services, account services, technology-driven and intelligent placement services, data analysis and monitoring services, model optimization services, intelligent creative optimization services, data management services, performance analysis and tracking services, etc.
1.6 Ocean Engine Marketing Account
The "Ocean Engine Marketing Account" refers to the valid account registered on the Ocean Engine Marketing Platform in accordance with this Agreement, for the purpose of receiving the Services.
1.7 Marketing Agent or Agent
The "Marketing Agent" or "Agent" refers to the agent authorized by the Customer to operate the Customer's Ocean Engine Marketing Account, use the Services, and directly pay the Service Fee to the Company or its affiliated companies. Agents under this Agreement are limited to those authorized by the Ocean Engine Marketing Platform.
1.8 Customer
The "Customer", also referred to as "you" in this Agreement refers to the entity or individual who registers an Ocean Engine Marketing Account, uses the Services, and pays the Service Fee in accordance with this Agreement.
1.9 Affiliated Platforms
The "Affiliated Platforms" refer to mobile client applications and/or websites operated by the Company's affiliated companies, including but not limited to Toutiao, Xigua Video, Douyin, Douyin Volcano Edition, Ocean Engine Creative, Ocean Engine Workbench, Ocean Engine Ark Platform, Ocean Engine Yuntu Platform, DOU+ Platform, Ocean Engine Xingtu Platform, QianChuan Platform, Ocean Engine Local Service Ads, etc., as well as media websites or applications with which the Company or its affiliated companies provide technical cooperation.
1.10 Platform Service Fee or Service Fee
The "Platform Service Fee" or "Service Fee" refers to the fee paid by the Customer or an agent to the Company for using the Services.
1.11 Restrictive Measures
"Restrictive Measures" refer to the restrictive measures taken by the Ocean Engine Marketing Platform against Customers, their affiliated companies, and some or all functions of their Ocean Engine Marketing Accounts and those of their affiliated companies, according to relevant laws and regulations, service agreements, and rules. These include closing/banning accounts; restricting registration and account opening; restricting placement, including limitations on content material, targets, objects, and displays; freezing and deducting funds and benefits in accounts, including cash balances, grants, coupons, etc.; restricting participation in various activities organized by the Ocean Engine Marketing Platform and Affiliated Platforms; restricting fund-related functions, including pre-payment, fund transfer, transaction, refund, and freezing, reduction, and zeroing of credit amounts; and other restrictions on related functions of the Services.
1.12 Customer's Content Materials
"Customer's Content Materials" refer to content designed and produced by the Customer independently or by a third party entrusted by the Customer, or with the authorization from a third party, or generated based on the related functions of the Services, which is used to display information about the Customer's brands, products, services or other legitimate promotional objects produced by the Customer or sold/operated by the Customer with authorization (including but not limited to livestreaming rooms, stores, websites, client applications (APPs), etc.), or keyword information and website information submitted by the Customer, as well as any information submitted or displayed by the Customer when using functions related to the Services, including text, images, flash, audio, video, livestream and other content, as well as all components contained therein such as their likeness, portraits, names, logos, trademarks, brands, music, sounds, dialogue, visual designs, and the Landing Pages.
1.13 Landing Page
"Landing Page" refers to the web page that the Customer's Content Materials points to, or the web page that the link contained in the Customer's Content Materials points to, which platform users can directly access or be redirected to after visiting and clicking on the Customer's Content Materials.
1.14 Placement Object
"Placement Object" refers to the products, services, or any other legitimate promotional objects (including but not limited to brands, livestreaming rooms, stores, websites, application products, etc.) that the Customer places and displays through the Services.
1.15 Performance Behavior
"Performance Behavior" refers to business activities related to products and services placed through the Services by Customers, as well as post-promotion activities, specifically including all marketing, transaction, and after-sales behaviors that occur when the Customer and/or its affiliated companies or Customer's Affiliates provide products or services to users after users browse or click on the Customer's Content Materials.
1.16 Ocean Engine Workbench
The "Ocean Engine Workbench", aka "Ocean Engine Zongheng Platform", "Ocean Engine Business Management Platform", refers to the comprehensive platform with the domain name Ocean Engine Workbench that provides the Ocean Engine Account users with technical services related to management and operation of full-link commercial activities, including but not limited to cross-account/role query and configuration of permissions, operations of assets and funds, marketing in multi-scenarios, and the data insights for different Ocean Engine business platforms.
1.17 Ocean Engine Account
The "Ocean Engine Account" refers to the information combination registered by users with emails, mobile number or third-party account authorization and used for user identification, accessing and using the business platforms within the Ocean Engine Account system (as listed on the Ocean Engine Workbench).
1.18 Service-Related Agreements and Rules
"Service-Related Agreements and Rules" refer to this Agreement, the rules published by the Ocean Engine Marketing Platform in the Ocean Engine Marketing Rules Center, and various agreements, rules, specifications, notices, policies, and announcements that are otherwise agreed to, confirmed, and to be complied with by Customers before and during the use of specific functions and services.
1.19 Service Data
"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 placement, including 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 Customer's Content Materials (including the number of views, likes, comments, shares, users joining the fan club, etc.), profile information of associated Douyin accounts used in placement (including the number of followers, visits, the number of visits to the home page window, etc.), and commercial-use related data (including the number of clicks, the number of order placing, the number of orders and the order amount, etc.); (6) data generated from Customer's participation in surveys, marketing, testing, and other activities organized by the Ocean Engine Marketing Platform and its Affiliated Platforms; (7) other data arising from Customer's use of the Services and the process of using the Services; and (8) derivative data formed through the statistics, analysis, and aggregation of the foregoing data by the Ocean Engine Marketing Platform and its Affiliated Platforms.
1.20 Unreasonable Benefits
"Unreasonable Benefits" refer to preferential benefits (including grants, coupons, etc.) that the Customer has obtained or is about to obtain from the Company, and/or unpaid Service Fee, and/or rebate amounts not deducted, that exceed 30% of the actual Service Fee paid by the Customer, or, where there is a significant deviation from the overall Customer data average, the portion exceeding 30% or the overall Customer data average. The calculation shall be based on the nominal value of resources, rebates, grants, coupons, etc.

Article 2 Execution of Agreement, Cooperation Matters, and Policies
2.1 Contracting Party
The authenticated entity or person of the Ocean Engine Marketing Account is the contracting party of this Agreement, which shall assume the corresponding rights and obligations under this Agreement.
2.2 Cooperation Matters
The Customer hereby entrusts the Company to provide the Services under this Agreement in accordance with the terms and conditions herein, and shall pay the corresponding Service Fee to the Company.
2.3 Customer Contact Information
(1) The Customer's legal representative/operator and the mobile number/email address submitted by the Customer during the registration of the Ocean Engine Account or the Ocean Engine Marketing Account and/or during the use of the Ocean Engine Marketing Platform, Affiliated Platforms, and the Services through offline or online means ("Customer Contact Information") shall be used to record system information, confirm Customer identity or verify Customer intent, or for other purposes related to the Services. The Company shall be entitled to rely on any statements, replies, or handling (including sub-authorization) related to this Agreement made through the Customer Contact Information as acts that have been fully authorized by the Customer, representing the Customer's true intention and binding upon the Customer.
(2) The Ocean Engine Marketing Platform shall be entitled to, directly or by authorizing a third party, contact the Customer with the Customer Contact Information, for the purpose of providing value-added services related to the Services (including consultation, diagnosis, suggestions and optimization of placements), researching customer experience, sending service-related notices, questionnaires, or commercial information containing product or service recommendations. If you have objections to this, please contact the customer service team.
2.4 Cooperation Policies
If the Customer applies for and confirms incentive policies recognized by the Company (the "Incentive Policies"), through the Customer Contact Information or through the effective means specified in this Agreement such as the Ocean Engine Account or Ocean Engine Marketing Account, the Customer acknowledges that the confirmed Incentive Policies (including but not limited to the content of the policies, the actual implementation of the policies, and matters related to deposits) constitute the Customer's true intention and are legally effective and binding on the Customer. If a separate written agreement is executed regarding the Incentive Policies, such written agreement shall prevail.
The Customer acknowledges and confirms that, where it enjoys incentive benefits through the aforesaid agreed means, or under the incentive policies of its affiliated companies or via other means, the relevant rules governing such benefits—including but not limited to the resource types, usage period requirements, applicable scenarios and scopes, calculation standards, calculation methods, settlement procedures, benefit recovery and deduction—shall be subject to the incentive policies confirmed by the Customer and/or its affiliated companies as aforesaid, or the incentive policies publicly announced by the Platform under such other means.

Article 3 Service Application, Approval, and Activation
3.1 Application for Service Activation
The Customer may register and authenticate an Ocean Engine Marketing Account by themselves or by authorizing an agent. The Customer and any third-party authorized by the Customer shall submit the application to activate the Services ("Application of Services"), complete necessary online processes and provide relevant materials (including but not limited to authentication documents, authorization documents, representation and warranty documents and guarantee letters), as required by the Ocean Engine Marketing Platform.
3.2 Approval and Activation of the Services
(1) Based on relevant laws, regulations, policies and the operating strategy of the Ocean Engine Marketing Platform, the Platform shall be entitled to review the Application of Services and decide whether a person or an entity is qualified to register an Ocean Engine Marketing Account, or whether to accept the Application of the Services. To optimize the placement ecosystem and encourage reasonable placement practices, the Ocean Engine Marketing Platform shall be entitled to set an upper limit on the number of the Ocean Engine Marketing Accounts that each entity can register, based on factors such as the Customer's maturity of placement activities, usage rate of the Ocean Engine Marketing Accounts, the Customer's placement performance and business performance.
(2) After the Customer successfully registers the Ocean Engine Marketing Account and activates the Services, the Customer may still be required to provide additional documents during the course of using the Services. The Ocean Engine Marketing Platform will examine and verify such documents and the Customer's Content Materials. Upon approval, and provided that the Customer makes timely payment of the Service Fee and any other applicable charges (if any), the Customer may use the Services in accordance with this Agreement.
3.3 Convenient Account Opening
To simplify the application and activation process for your use of the Platform and its affiliated platforms (including but not limited to QianChuan Platform, Ocean Engine Local Service Ads, Ocean Engine Xingtu Platform, DOU+ Platform, etc.), you agree that when you apply for an account on any affiliated platform, we may, in accordance with your prior consent, provide the subject qualification documents and identity verification information you submitted to the Platform (including but not limited to business license details, corporate account verification data, etc.) to such affiliated platform for the purpose of account application and activation; we may also, in accordance with your prior consent, use the subject qualification documents and identity verification information you submitted to any affiliated platform for the account application and activation process on the Platform.

Article 4 Scope and Method of Platform Services
4.1 Services Related to Account IDs and Accounts
The Ocean Engine Marketing Platform shall be entitled to formulate and update relevant rules for account registration and management from time to time based on changes in laws, regulations or policies, business adjustments, account management needs and the relationship between Ocean Engine Marketing and Affiliated Platforms' accounts. The Customer understands and agrees to comply with these rules during the process of using the Services.
4.1.1 Account Registration and Account Security
(1) The Customer understands and undertakes that the accounts set up by the Customer shall not violate national laws, regulations, or platform rules, and shall not engage in any conduct that infringes national interests, harms the legitimate rights and interests of other citizens, or violates social ethics. Account names, avatars, profiles, and other registration information shall not contain illegal or harmful content. Without another person's permission, the Customer shall not use another person's identity (including but not limited to impersonating another's name, trade name, trademark, avatar, or any other confusingly similar elements) to register an account, nor maliciously register accounts (including but not limited to repeated registration or bulk registration). The Company has the right to examine and verify the information submitted by you.
(2) The Customer shall properly keep its login account ID and password ("Login Information") and ensure account security. The Customer shall not share, resell, lease, or lend its Login Information or any related resources within the Ocean Engine Marketing Account to any third party. In the event of account loss or forgotten passwords, you may file an appeal through the platform's prescribed procedures to request retrieval of the account or password. You understand and acknowledge that when handling Login Information modification or retrieval requests, the platform will verify the information and documents provided in the application against system records but will not verify or identify whether the applicant is the legitimate authorized user of the account. Upon completing your use, you shall securely log out. If your account is compromised or your password is lost due to your improper safekeeping or other reasons attributable to you, or due to force majeure events, you shall bear the corresponding responsibilities at your own cost.
(3) The Ocean Engine Marketing Platform determines the Customer's identity solely based on the Customer's Login Information, and presumes that any person who uses the Login Information to log in to, access, or operate the Ocean Engine Marketing Account is the Customer or is duly authorized by the Customer. You shall bear full legal liability for all activities and actions conducted when logging in to, accessing, and operating your account (including but not limited to online execution/confirmation of agreements, configuration and operation of the account, etc.).
(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 Ocean Engine Marketing Platform account not performed by the Customer ("Insecure Operations"), the Customer shall bear the corresponding legal consequences. If the Customer becomes aware of any unauthorized use of the Ocean Engine Marketing Account or any security vulnerabilities, the Customer shall immediately notify the Company, and shall bear any loss arising from failure to notify in a timely manner.
If the Customer violates this clause, the Ocean Engine Marketing Platform has the right to impose restrictive measures on the Customer's Ocean Engine Marketing Account or terminate part or all of the Services. The Customer further acknowledges and agrees that if Insecure Operations involve placement behavior, and the Ocean Engine Marketing Platform has provided services based on the placement unit or order settings and corresponding rules, the Ocean Engine Marketing Platform is entitled to charge the Service Fee generated from such Insecure Operations and has no obligation to refund.
(5) To safeguard account security and protect the Customer's legitimate rights and interests, the Ocean Engine Marketing Platform has the right to require the Customer to complete identity verification before logging into an Ocean Engine Marketing Account that has been inactive for a certain period.
(6) If you need to terminate the use of the platform account services, you may apply to close or cancel your account. After verifying that the conditions for closure or cancellation are met, the account will be closed or canceled. After cancellation, you shall remain responsible for your actions occurring prior to account cancellation and during your use of the platform Services. Once cancellation is completed, account records, functions, and related information cannot be restored or provided.
4.1.2 Account Duplication
If you perform account duplication operations on the Ocean Engine Marketing Platform, the duplicated account will reuse the qualification information, account profile image, and other information of the current account (the "Duplicated Account"). You shall bear responsibility for the consequences of actions performed under the Duplicated Account.
4.1.3 Terms Related to the Ocean Engine Account and the Ocean Engine Workbench
With respect to the Customer's use of an Ocean Engine Account to access and use the Ocean Engine Marketing Platform, the Customer understands and agrees to comply with the Ocean Engine Account User Agreement, Ocean Engine Privacy Policy, and Ocean Engine Workbench Account Management Service Agreement, and accepts all services provided to the Ocean Engine Account through the Ocean Engine Workbench. The Customer acknowledges and agrees to the following.
(1) The business platform accounts under the same Ocean Engine Account will be automatically bound to the Ocean Engine Workbench account.
(2) Customers may use an Ocean Engine Account to login to the Ocean Engine Workbench and obtain the various services provided by the Ocean Engine Workbench, access and operate the business platform accounts within authorization.
(3) Once authorization binding is completed, if the authentication entity of the Ocean Engine Workbench account does not match the authentication entity of the Customer's Ocean Engine Marketing Account, the Customer shall bear responsibility for all management and operation actions performed on the Ocean Engine Marketing Account via such Workbench account.
(4) When you use various marketing service platforms under Ocean Engine (such as the Ocean Engine Marketing Platform or Feiyu CRM), you must first create an Ocean Engine Account. Only after logging into such account may you create the corresponding business accounts for each platform. You shall comply with each marketing service platform's respective user agreements, privacy policies, and other applicable terms, all of which apply concurrently with the relevant provisions of the Agreement.
4.1.4 Terms Related to the Authorization of Douyin Account
If the Customer uses Douyin account authorization services or features, the Customer shall also comply with the Commercial Cooperation Authorization Agreement (URL: https://lf26-cdn-tos.draftstatic.com/obj/ies-hotsoon-draft/account_center/bab30c68-3ab9-4c71-9216-3faf300e0f37.html).
4.1.5 Where the Customer's project resource package for placement includes Ocean Engine Xingtu resources, the Company is entitled to provide the information of the Customer's qualifications, orders, and other data or information to the Ocean Engine Xingtu Platform for the execution of the Xingtu tasks.
4.2 Technology-Driven and Intelligent Placement Services
4.2.1 Definitions and Rules
(1) Technology-driven and intelligent placement services refer to services under which, based on the placement unit/orders created by the Customer, the Platform conducts analysis, monitoring, compilation, processing, and model optimization of the Customer's placement unit and order requirements. Using continuously optimized analytical and placement models and display rules, the Customer's Content Materials will be displayed—through adapted formats—on Media Platforms (including those already integrated or to be integrated in the future) at premium placements selected by the system, with the aim of improving information matching and conversion efficiency, and further providing derivative post-display tracking services. Placement unit refers to the smallest module configured by the Customer under a project on the Ocean Engine Marketing Platform for bidding-based placement when using the Services.
(2) Placement rules. The Company and its affiliated companies are entitled to formulate and continuously update various rules applicable before the Customer activates the Services, during the Customer's use of the Services, and after the Customer's Content Materials are published ("Placement Rules"), in accordance with business strategies, requirements under applicable laws and regulations, policy changes, platform risk control and ecosystem governance measures, account-management needs, protection of user rights and experience, maintenance and improvement of service and material quality, and the Service-Related Agreements and Rules. Based on the Placement Rules, the Company may review and manage the Customer's qualifications, account activation and usage, Customer's Content Materials, Placement Objects, Placement Behaviors, and Performance Behavior, and may take corresponding actions against the Customer, the Customer's affiliated companies, and their respective accounts. The Customer shall use the Services in compliance with the Placement Rules.
(3) The Customer understands and agrees that placement outcomes and performance are affected by multiple factors, including but not limited to the conditions of Placement Objects, the quality of Customer's Content Materials, Customer operations, Performance Behavior, and changes in competitive environments. Regardless of the service method, placement method, or billing method adopted, neither the Company nor its affiliated companies makes any express or implied commitment regarding the effectiveness of using the Services by the Customer, or the sales, brand image, operating performance, or investment returns of the Customer's products or services.
4.2.2 Methods of Placement Services
(1) Placement services include non-bidding placement and bidding placement. The Customer shall follow the Platform's prompts and guidance to place orders and perform placement operations. The Customer must carefully review and comply with the Platform's rules regarding ordering and placement operations and shall be responsible for its own actions. The Customer may not deny the validity of its operations for any reason.
(2) Non-bidding placement includes brand placement, project resource packages (such as self-produced programs and specific campaign placement), and placement through other non-standard resources. For non-bidding placement, you agree to comply with and be bound by the Non-Bidding Placement Product Service Agreement (URL: https://support.oceanengine.com/support/content/145340?spaceId=195&mappingType=2), and the Company is entitled to provide the corresponding non-bidding placement product services and conduct billing and settlement in accordance with such agreement.
(3) Bidding placement:
a. When the system determines that the placement units/orders created by the Customer meet the transaction conditions for the Services, the Customer's Content Materials will be displayed—either independently or in aggregated form—on Media Platforms and RITs selected by the system, based on continuously optimized placement models and Placement Rules.
b. If the Customer has selected a preferred media platform or preferred scenario on the Platform, the Customer's Content Materials will primarily be delivered based on their choice. If multiple preferred media platforms or scenarios are selected, some media platforms or scenarios may not receive traffic due to content material restrictions, platform rules, bidding strategies, and other factors. Meanwhile, in order to provide better services to the Customer, the Ocean Engine Marketing Platform may optimize the Customer's Content Materials in terms of content or format and may intelligently expand delivery to additional media, RITs, or scenarios. If the Customer has any concerns regarding the foregoing delivery methods, the Customer may contact the assigned representative at any time.
(4) Certain RITs (such as search placements, etc.) require the Customer's Content Materials to match or associate with the placement. To facilitate the Customer's access to such resources, the Customer authorizes the Company to appropriately adjust (including adding, replacing, or editing) Customer's Content Materials that do not meet the required matching or association attributes of such placements, based on the attributes and features of specific placements.
(5) If the Customer places orders for or performs placement related to Xingtu Integrated Placement Tasks via the Ocean Engine Marketing Platform, the Customer agrees to comply with and be bound by the Xingtu Integrated Placement Task Service Agreement (URL: https://support.oceanengine.com/support/content/140675?graphId=560&spaceId=195×tamp=1727419079461&visitor_source=help_main_site).
(6) To provide improved services, the Ocean Engine Marketing Platform will continuously explore diversified locations, formats, and styles to display Customer's Content Materials. To adapt materials to such displays, the Platform may adjust the content or format of the Customer's Content Materials, including but not limited to modifying dimensions, formats, layouts, placements and formats, placement methods, adding anchors, marketing components, logos or marks as required by Service-Related Agreements and Rules or applicable laws and regulations, editing high-quality livestream clips, generating works or optimization outputs with AI, aggregating Customer's Content Materials with those of other Customers, or enabling part or all of the creative optimization functions. Actual operations shall be subject to the Platform's execution.
(7) Quota mechanism and restrictions. To optimize the Platform ecosystem and ensure stable access to the Services and placement activities for the majority of Customers, the Platform is entitled to impose creation/ad delivery quota limits and frequency limits on all or part of the placement units/orders. The Platform may also impose certain restrictions on placement activities or the use of related materials based on placement behavior, material quality, and usage conditions.
(8) It may take a certain amount of time for the Customer's operation instructions to be sensed and successfully executed by each module of the system. The platform will make commercially reasonable efforts to shorten the time difference, but it is still limited by the current situation that the existing technology and conditions can achieve. Customers should not take advantage of such time differences to gain any Unreasonable Benefits.
(9) The Platform determines the customer's placement intention based on the customer's operation of the start or pause button of the placement units/order, instead of information such as the visibility of the Customer's Content Materials, the status of the commodity, the status of the live streaming room, and the authorization status of the Douyin account. Before the Customer actively pauses the placement unit/order, the Platform will deem the Customer to possess the intent to use the Services and continue placement.
4.3 Services and Requirements Related to Software System
(1) When using the Services, the Customer shall carefully read and comply with the operating rules published by the Ocean Engine Marketing Platform through public announcements, page displays, or other publicly available channels, and shall operate with due caution. The Customer shall be responsible for the operations conducted by the Customer and the third-parties authorized by the Customer without denying the effectiveness of the operation behavior for any reason.
(2) Convenient login. To optimize access and login experience, where the Customer accesses business platforms connected to the Ocean Engine account system ("Business Platforms") through links provided by the Ocean Engine Marketing Platform, or accesses the Ocean Engine Marketing Platform through links provided by the Business Platforms, the Company will recognize the Customer's currently logged-in Ocean Engine Account for redirection purposes, without requiring duplicate login authentication.
4.4 Targeting Capability Services
The Customer understands and agrees that when using the Platform's targeting capabilities, audience profile information is generated based on model estimations. As user audience profile information changes from time to time, and the collection of such information is subject to laws and regulations, user authorization, and other objective conditions, the audience being reached in the end may differ from the targeted population set at the time of placement. Where the Customer uses audience segment targeting or exclusion functions, certain audiences within such audience segments may not be targetable or excludable. Simultaneously, when selecting the targeting audiences, the Customer should pay attention to whether the audience information is updated in a timely manner. If the Customer chooses not to update the audience at the time of selection, or if a specific audience does not support updates, the targeting will be based on the audience captured at the moment of selection.
4.5 Estimated Data Services
The customer understands and agrees that Ocean Engine Marketing Platform may provide certain data estimation services, but such estimated data does not constitute any suggestion or commitment of the Ocean Engine Marketing Platform; the accuracy of such estimated data, which are only for reference by customers, is limited by the achievable level of existing technologies and conditions, commodity conditions, customers' operations and changes in the external competitive environment. Customers are still obliged to make decisions based on their own business judgments, and bear the consequences, responsibilities and risks of decision-making.
4.6 Service Terms for Specific Functional Modules
(1) When the Customer operates the Ocean Engine Marketing Account and configures account management permissions according to the relevant guidelines, rules, and agreements of the Ocean Engine Marketing Platform or Affiliated Platforms (including but not limited to authorizing the binding of the Ocean Engine Marketing Account with other platform accounts/account IDs, authorizing other platform accounts/account IDs to obtain partial or full operational permissions for the Ocean Engine Marketing Account, authorizing other platform accounts/account IDs to use data, materials, or assets within the Ocean Engine Marketing Account, or authorizing the Ocean Engine Marketing Account to use data, materials, or assets within other platform accounts/account IDs), the prompts, instructions, rules, and relevant agreements displayed by the Ocean Engine Marketing Platform or Affiliated Platforms shall have full legal effect and be binding on the Customer. The Customer shall properly handle any disputes arising from the aforementioned operations, and exempt the Company and its affiliates from liability.
(2) If you authorize third-party developers to use the services under the Agreement and perform related operations through the Ocean Engine Marketing API, you acknowledge that the relevant permissions include confirmation of the Service-Related Agreements and Rules. The developer's confirmation of the Service-Related Agreements and Rules is deemed as your confirmation, and the Service-Related Agreements and Rules shall have legal effect and be binding on you.
4.7 Terms Related to Individual Services
(1) The Platform and related services include information or information content links obtained by the Ocean Engine Marketing Platform through various legal means, and also include other individual services lawfully operated by the Ocean Engine Marketing Platform. These services may exist as separate modules on the Platform. The Ocean Engine Marketing Platform has the right to add, remove, or modify the setup and services of these special modules from time to time.
(2) You may enable and use the aforementioned individual services on the Platform. Certain individual services may require you to simultaneously accept specially formulated agreements for that service or other rules governing the relationship between you and the provider of that service. When necessary, the Ocean Engine Marketing Platform will provide these agreements and rules in a conspicuous manner for your review. Once you start using the aforementioned services, it is deemed that you understand and accept the constraints of the relevant agreements and rules for the individual services. Where no term of use is specified, or where the term of use is not specified as "perpetual", "indefinite", or "unrestricted", the term of use for these services is from the date you start using the service until the date the service ceases to be provided on the Platform.
(3) When you use software and related services provided by third parties on the Platform, in addition to complying with the Agreement and the Service-Related Agreements and Rules, you also need to agree to and comply with the third party's agreements and relevant rules. Any disputes, losses, or damages arising from third-party software and related services shall be resolved by you and the third party independently. Neither the Company nor its affiliated companies shall bear any responsibility towards you or any third party in this regard.
4.8 Other Available Services and Personalized Product Solutions
(1) The Customer may check the available service offerings through the Ocean Engine Marketing Platform. The Services may vary depending on whether the version you are using is for PC or mobile, your phone model, system version, software application version, legal and regulatory requirements, the Company's operational strategies, or other reasonable considerations. The functions available to the Customer shall be subject to the actual display on the Ocean Engine Marketing Platform.
(2) For the purpose of optimizing the Customer's experience, Ocean Engine Marketing Platform may explore diversified product solutions for customers with different operation conditions, placement experience and ecological indicators. If you have any questions, please contact the customer service team.

Article 5 Service Fee
5.1 Service Fee
(1) The Ocean Engine Marketing Platform Services Fee, also referred to as the "Service Fee", means the fee that the Customer shall pay to the Platform as agreed or as detailed on the Platform for using the services provided by the Ocean Engine Marketing Platform during its use of the Services. The Platform will collect and deduct the Service Fee from your Ocean Engine Marketing Account based on the various consumption amounts displayed in the account. The Service Fee under this Agreement adopts a pre-payment method, and the specific billing methods shall be subject to the display on the Platform.
(2) The Service Fee will be charged based on bidding or non-bidding billing methods including but not limited to CPC (Cost Per Click), OCPC (Optimized Cost Per Click), CPM (Cost Per Mille), OCPM (Optimized Cost Per Mille), etc. (subject to the Non-Bidding Placement Product Service Agreement). Specific billing details are subject to the display on the product pages. Under the bidding billing mode, billing starts when the bidding ranking result for a specific click/impression opportunity is generated. If the Customer's top-up amount is insufficient to fully pay the Service Fee when the bidding ranking result is generated, the Company has the right to require the Customer to pay the unpaid amount, and/or impose Restrictive Measures on the Customer's Ocean Engine Marketing Account.
(3) The Company may require you to prepay a specific amount ("Top-up Amount") for using the Services according to the Service-related Agreements and Rules; however, the Service Fee shall be calculated programmatically according to your delivery settings (including bids, ROI targets, budgets, etc.) and the Services the Customer actually obtained， and it may exceed the Top-up Amount.
The Customer understands and confirms that there is a time difference between the system receiving the Customer's operation instruction and the execution of the placement, user browsing, and clicking on the placement content materials. The Platform cannot accurately estimate the final placement amount. Therefore, the placement budget set by the Customer is only an estimated placement amount, not an accurate or fixed cost standard. The final Service Fee is based on the services actually obtained by the Customer and the actual consumption amount incurred. The Company will use its best reasonable efforts to provide services equivalent to the amount set in the Customer's budget or account balance (if no budget is set). However, limited by current technical capabilities, the final actual consumption amount may exceed the Customer's set budget amount and account balance. The Customer acknowledges and agrees that if the final Service Fee exceeds the budget amount or account balance, the Company has the right to deduct the relevant fees from the Customer's account based on the services actually obtained, require the Customer to pay the outstanding Service Fee, and/or impose Restrictive Measures on the Customer.
(4) There is no upper limit for the single top-up amount of the Customer's prepayment and renewal. The minimum amount is determined and announced by the Ocean Engine Marketing Platform. The Ocean Engine Marketing Platform has the right to adjust this at any time according to business needs and will promptly inform the Customer. The Customer must pay attention to the relevant Platform rules and notices, etc. in a timely manner. During the contract period, if the Customer's prepaid Top-up Amount is used up and there are no outstanding fees, the Customer has the right to choose whether to renew at its own discretion, subject to compliance with the Service-Related Agreements and Rules. The Company has the right to decide at its sole discretion whether to accept the Customer's renewal. If the Customer does not renew after the pre-paid fee is used up, or if the Company decides not to accept the Customer's renewal, it shall be deemed as termination of this Agreement by both parties. To ensure continuous use of the Services, the Customer should renew in time. The Company shall not bear any responsibility if the Services are suspended or this Agreement is terminated due to the Customer's failure to renew in a timely manner.
(5) When the Customer performs operations such as editing or pausing an placement unit/order, the transmission of Service Fee data generated prior to such operation requires a certain amount of time. Therefore, before the operation instruction is successfully executed, the system may still provide services and deliver placement based on the unit/order set by the Customer before the operation, and charge the Service Fee, thereby deducting the balance in the Ocean Engine Marketing Account, with a delay in display within the data dashboard on the Ocean Engine Marketing Platform.
5.2 Preferential Benefits
To better provide high-quality services, the Platform will issue preferential benefits such as coupons, grants, and cash-back red packets to eligible Customers according to the Service-Related Agreements and Rules, or based on other circumstances. Customers who obtain such preferential benefits must comply with the Ocean Engine Rules for the Use of Marketing Coupon Benefits and the specific rules attached at the time of issuing the benefits (if any).
5.3 Invoices
Unless otherwise agreed in writing, the Customer may apply for an invoice in accordance with the invoicing rules published on the Ocean Engine Marketing Platform for the Service Fee that have actually been incurred and paid.
5.4 Refunds
(1) The Customer may request a refund of the remaining cash portion in the account (the balance after deducting the total Service Fee already incurred and any fees that should be deducted from the total amount of the Customer's prepayment and all renewals), provided that the following conditions are met simultaneously: (a) There are no active placement units/orders in the account; (b) The refund application documents are filled out according to the requirements of the Platform and the Company, and matters related to the refund are verified and confirmed; (c) There are no unresolved matters, including but not limited to compensation for regulation violations, compensation for breach of contract, or complaint disputes; (d) The non-cash portion in the account (including but not limited to grants, red packets, coupons, etc.) and credit lines are non-refundable; (e) The Company has the right to deduct any liquidated damages, deposits, fees, or compensation amounts that the Customer should pay to the Ocean Engine Marketing Platform or a third party under the Customer's account when calculating the final refund amount; (f) If invoices have already been issued for the amount applied for refund, the Customer shall, according to relevant tax laws and regulations, cooperate to return the issued invoices or provide the Information Form for the Issuance of Special Red-Letter Value-Added Tax Invoices or issue the Confirmation Slip for Red-Letter Invoice Information based on the refund application amount; (g) Other conditions required by the Refund Notice.
(2) To verify and calculate the refund amount, the Ocean Engine Marketing Platform will implement temporary Restrictive Measures on the Customer's Ocean Engine Marketing Account from the time the Customer submits the refund application until the refund process is completed. The Customer may choose whether to close the Ocean Engine Marketing Platform Account when submitting the refund application. The Customer should carefully read and agree to the Refund Notice and submit refund materials according to online instructions and offline requirements by Ocean Engine Marketing Platform. The Company will refund the amount to the Customer's designated account within 30 working days after receiving the Customer's refund materials. If special circumstances require an extension, the Company will inform the Customer. The Company shall not be liable for failure of refund due to incorrect account information of the Customer.
(3) If any dispute arises from refund matters or causes losses to the Company, the Customer shall bear responsibility independently and compensate for all losses caused to the Company thereby.
(4) If the Company and its affiliated companies, based on victim reports, judicial or regulatory authority notifications, risk control system monitoring, or other third-party clues, identify or reasonably suspect that the funds for the Customer's refund pose risks or issues, the Company will take the corresponding Restrictive Measures stipulated in Section 9.5 herein. If the Company reasonably believes that a refund can be supported, the refund method will be restricted (e.g., only supporting refund to the original source, not supporting refund to a third party, etc.).
5.5 Other Matters Related to Fees
(1) The Customer authorizes the Company and its affiliated companies to have the right to deduct from the security deposit, pre-paid fees, account balance (including cash amounts and preferential benefits), Big Wallet balance of the Customer and the Customer's affiliated companies, and relevant funds generated pursuant to other agreements with the Company and its affiliated companies, any relevant fees that the Customer and the Customer's affiliated companies shall pay, return, or compensate to the Company and its affiliated companies (including but not limited to outstanding Service Fee, liquidated damages, compensation, outstanding return merchandise amounts and delivery amounts, etc.) or to replenish the relevant security deposit.
(2) If the Customer incurs payment obligations towards a third party during its use of the Services (including but not limited to using third-party service products, or fees that should be paid to a third party based on the return of unjust enrichment or relevant legal and regulatory provisions), the Customer authorizes the Company to deduct the corresponding amount directly from the Customer's aforementioned funds to pay the third party on the Customer's behalf.
(3) If the Customer has already registered accounts on theQianChuan Platform and/or the Ocean Engine Local Service Ads, activated the corresponding platform services, and executed the corresponding cooperation agreements, the Customer may apply to activate the Big Wallet function based on the relevant guidelines on the Ocean Engine Marketing Platform. The activation and use of the "Big Wallet" function shall be subject to the rules and agreements confirmed by the Customer and the platform notices and announcements. The Customer may set up the fund account and the placement account according to the rules of the "Big Wallet" function. When the Customer binds the fund account used for placement ("Placement Wallet") with an placement account (including Ocean Engine Marketing accounts, Ocean Engine Local Ads accounts, and QianChuan Accounts, subject to the placement account actually bound by the Customer), it indicates agreement to use the Placement Wallet balance to pay the Service Fee for its bound placement account(s).
(4) Unless otherwise agreed, the Company does not need to pay any fee to the Customer for its rights and interests hereunder.

Article 6 Customer's Content Materials
6.1 Submission
(1) The Customer shall explicitly or implicitly submit or confirm the Customer's Content Materials online. Once the Customer's Content Materials are submitted, they cannot be changed without the Company's consent. If the Customer's Content Materials can be changed under specific rules, the Customer shall submit the revised version to the Company and/or the Media Platform Operator a reasonable period in advance. The Company has the right to submit the qualifications, content materials, and other documents and materials submitted by the Customer to other partners for review and auditing.
(2) The Customer's Content Materials and their specifications, dimensions, formats, etc., shall comply with the regulations of the Company and the Media Platform Operator.
(3) After the Customer submits or uploads content materials, the Company may process the materials, such as compressing images, based on the actual situation. Simultaneously, the Company will store content materials, placement data, and other information according to relevant legal and regulatory requirements and the Platform's corresponding arrangements, but cannot guarantee the permanent retention of relevant content. The Customer shall make corresponding arrangements or handling on its own.
6.2 Examination and Verification
(1) The Company shall be entitled to examine and verify the Customer's Content Materials. The Company shall formulate the examination and verification rules in accordance with relevant laws, regulations and Services-related Agreements and Rules. Based on the operation of the rules, security, compliance and confidentiality requirements, the Company shall be entitled to determine whether to disclose the rules and the specific disclosure plan at its sole discretion.
(2) The scope of examination and verification by the Company shall be limited to the formality examination and verification on the legality of the Customer's Content Materials. If the Customer's Content Materials contain links, the Company shall only examine and verify whether the link can be successfully displayed and opened on mobile phones, computers and other terminal devices, and the Company shall not be responsible for examining and verifying the content directed to by the link.
(3) If the Company and the Media Platform Operator have any doubt about the legality or the source of rights of the Customer's Content Materials and Customer's qualifications, etc., the Customer shall, upon the request of the Company and the Media Platform Operator, provide relevant evidence to fully prove the legality and the source of rights of the data promotion contents.
6.3 Disclaimer of Liability
The review and final placement by the Company and its affiliated companies do not reduce the Customer's guarantee responsibility for the authenticity and legality of the content materials, relevant qualifications, as well as the Placement Object, placement behavior, and Performance Behavior. Any disputes, claims, or conflicts arising from the Customer's Content Materials, the Customer's relevant qualifications, the goods or service transactions sold or marketed by the Customer, the Placement Object, placement behavior, or Performance Behavior shall be solely borne by the Customer with full legal responsibility. If this causes any losses to the Company and/or its affiliated companies (including but not limited to any third-party claims, advanced compensation payments, or penalties from state authorities, etc.), the Customer shall provide full compensation. In such circumstances, the Customer shall not refuse to assume compensation liability as agreed in this Agreement on the grounds that the content materials or relevant qualifications have been reviewed or placed by the Company or provided by another third party.
6.4 Results of the Examination and Verification
Regardless of whether the Customer's Content Materials have been published or fall within the Company's examination and verification responsibility scope, as long as the Company discovers or reasonably suspects that the Customer, including but not limited to situations involving Customer's Content Materials, qualifications, Placement Object, placement behavior, Performance Behavior, accounts authorized by the Customer for placement cooperation, the Customer/Customer's related personnel (including but not limited to legal representative/operator, senior management personnel, brand ambassadors), and the Customer's use of platform-related functions and services, etc.: 1) is in a delisted or other restricted state; or 2) violates relevant laws and regulations and the Service-Related Agreements and Rules or is likely to lead to risks in violating the laws or regulations, or hinders platform order or infringes upon the rights and experience of consumers, users, or third parties, or involves circumstances contrary to social public order and good customs; or 3) when illegal or negative events occur, or other improper behaviors are reported or investigated by competent authorities; or 4) when negative feedback such as user complaints or reports occurs, the Company has the right to immediately suspend placement and take corresponding Restrictive Measures, and simultaneously has the right to require the Customer to compensate for all losses caused thereby to the Company and its affiliated companies; the Company is entitled to retain the right to unilaterally terminate this Agreement based on the severity of the aforementioned circumstances.
6.5 Adjustments to the Rules of Examination and Verification
(1) The Customer acknowledges and confirms that: 1) The examination and verification rules and relevant results are time-sensitive, and the results for the same qualifications and content materials may differ in different periods; 2) To ensure the overall compliance of the Services, the Company has the right to examine and verify the Customer's qualifications, Placement Object, content materials, placement behavior, and Performance Behavior, etc., both before the Customer uses the Services and during the period of use, including pre-placement examination and verification, post-placement patrols, active verification by clicking on Customer's Content Materials or purchasing products/services as a user or by entrusting a third party, and has the right to take down and impose corresponding Restrictive Measures on content materials and placement behaviors that violate laws, regulations, and the Service-Related Agreements and Rules based on the verification results.
(2) The Company has the right to, in accordance with changes in relevant laws and regulations, the adjustment of national policies and market environment as well as the needs of the Company's business strategy, adjust placement examination and verification rules, industry access standards, placement rules and specific industry security deposit requirements from time to time. The Company will notify the Customer of the above adjusted rules and requirements in the form of announcement, e-mail or other reasonable way specified on the Ocean Engine Marketing Platform. If the Customer's use of the Services does not meet the Company's adjusted rules and requirements, the Customer shall immediately make modifications or supplement relevant documents according to the adjusted standards and submit them to the Company for review, or immediately stop using the Services and notify the Company in writing to terminate this Agreement. If the Customer does not immediately stop using the Services or the modified/supplemented documents still do not meet the requirements, the Company has the right to refuse to publish or refuse to continue publishing the Customer's Content Materials or Placement Object, placement behaviors, etc., that do not meet the aforementioned adjusted requirements and shall not bear any responsibility.
6.6 Cross-Account/Platform Material Authorization
The Customer understands and agrees that to facilitate better use of platform functions and services, other accounts on the Ocean Engine Marketing Platform and accounts on some Affiliated Platforms can send materials (including but not limited to images, videos, Ocean Engine Xingtu tasks, etc.) and related information to the Ocean Engine Marketing Platform account; the Platform may provide prompts regarding the source, etc., to help the Customer identify them. The Customer acknowledges and agrees that related transmissions are the spontaneous actions of the sending account, and the Platform only provides technical services; sending materials and related information to the Customer's Ocean Engine Marketing Account does not mean that the Customer has the right to use them or that the Platform makes any commitment regarding the legality and compliance of the materials. The Customer shall judge and decide at its own discretion whether to use the relevant content and bear the consequences of such use.
When the Customer uses materials sent from an Ocean Engine Xingtu Platform account to the Ocean Engine Marketing Platform account for using the Services, for the purposes of optimizing services and placement, and for the Ocean Engine Xingtu Platform to settle accounts with its customers, etc., the Ocean Engine Xingtu Platform and the Xingtu Platform account that the Customer uses to send the materials will obtain the placement data of the corresponding materials.

Article 7 Data
7.1 Statistical Data
(1) All data under this Agreement, including but not limited to Service Data and the information of the RITs, shall be collected and calculated by the Company, and the Company shall generate statistical data in an objective and truthful manner.
(2) During the cooperation period of this Agreement, with each placement period as a cycle, if the Customer has any objection to the performance of the Services, it shall raise the objection clearly in writing or by email (with corresponding materials attached, such as web page screenshots, etc.) within 5 calendar days after the end of that placement period. If the Customer fails to raise an objection in the aforementioned written form within the objection period, it shall be deemed that the Customer has no objection to the service provision and corresponding fees under this Agreement.
(3) The statistics generated by the Company shall serve as the basis for settlement by both parties. Under the premise that the Customer complies with the Service-related Agreements and Rules, and the rules for monitoring and collecting statistics announced or otherwise notified by the Company, within the available scope of the types of the Services and the RITs agreed by the Company, the Customer may entrust a third party to monitor and collect statistics; provided that the statistics generated by third-party agencies shall not serve as the basis for settlement. With respect to the information obtained during the process of statistics monitoring and collecting, the Customer and third-party statistical agencies shall keep strictly confidential, and shall not use the information for purposes other than the Services. Customers shall implement by themselves or ensure that third-party agencies implement necessary measures and technical means that are not lower than the industry level to ensure data security. If the Customer uses non-bidding placement products, matters related to the relevant statistical data shall be governed by the Non-Bidding Placement Product Service Agreement.
7.2 Rights of Data
(1) Data Processing Purposes
The Company's purposes of processing data ("Data Processing Purposes") include, but not limited to:
(a) Providing the Services to the Customer (including services related to accounts, authentication, funds, authorization management, examination and verification, consultation, diagnosis, functions of the placement system, data analysis and insight-related services, etc.), troubleshooting and handling product issues, determining and handling placement violations, analyzing and optimizing placement services, recording, evaluating, and improving the products and operational status related to the Services;
(b) Purposes such as security compliance, risk control and governance, safeguarding the Company's rights and interests, internal auditing, and dispute resolution;
(c) Assisting in improving the services provided to the Customer by Affiliated Platforms, facilitating the Customer's operations, or promoting cooperation between the Customer and its agent or third-party service providers authorized by the Company and/or its affiliated companies;
(d) Processing as required by relevant laws and regulations or competent authorities, such as responding to compliance investigations, protecting netizens' rights and interests, and enhancing the integrity of the Internet environment;
(e) Other purposes related to enhancing the commercial value of Service Data or fulfilling this Agreement.
(2) The Company respects and protects the Customer's claimable rights regarding the Service Data in accordance with the laws and regulations. Under this premise and within the Data Processing Purposes, the rights to the Service Data generated and recorded by the Company shall belong to the Company and constitute the trade secrets of the Company. Without the prior written consent of the Company, the Customer shall not use the Service Data for purposes other than those stipulated in this agreement, or provide the Service Data to a third party in any form.
(3) Within the Data Processing Purposes, the Company shall be entitled to process the Service Data and the data generated during the process of the Customer's usage of the products and services provided by the Company's affiliates ("Relevant Data"), including but not limited to:
(a) Providing Service Data to the Company's affiliated companies, or obtaining Relevant Data from the Company's affiliated companies, and displaying the Service Data, Relevant Data, and their processing results on platforms or services operated by the Company or its affiliated companies. The display format may be the original value, or derived forms such as indexed, ranged, or aggregated data;
(b) Optimizing services related to accounts, authentication, funds, authorization management, review, consultation, diagnosis, functions of the placement system, data analysis and insight-related services based on the processing results of Service Data and Relevant Data;
(c) Providing Service Data to third parties commissioned by the Company, including but not limited to providing Service Data to service quality supervision and inspection service providers to evaluate and improve the quality of the Services, and providing Service Data to the growth service provider connected to the Customer, so that the growth service provider can provide account consultation and diagnostic services to the Customer;
(d) Disclose the Service Data to competent authorities, professional consultants, attorneys or a third party with a legal and valid complaint.
7.3 Statement on Data Processing
The Customer understands and agrees that one of the purposes of the Company providing the Services is to provide the Customer with marketing placement channels for related products and services, and also to provide appropriate product and service displays to the audience group. The Company does not support any behavior that improperly mines or intrudes upon the specific real identities of the audience. The Customer promises not to use personal information or label categories that reflect the real identity of the audience, relates to the personal plight of the data subject or are biased and discriminatory in order to infringe on individual rights or impose unreasonable differential treatment on counterparties of a transaction. If the Customer violates the provisions of this article, it shall be responsible for compensating for the damage caused to the Company, the Company's affiliated companies and data subjects, and assume full responsibility.
7.4 Data Query
(1) Due to the limitations of existing technologies and conditions, the time periods, field scope, and presentation format of data available for the Customer to query shall be provided by the Ocean Engine Marketing Platform on an "as-is" basis.
(2) If the Customer applies to query data due to operational requirements or disputes related to the Services, they must submit a written data query application document in accordance with the Ocean Engine Marketing Platform's requirements within 7 calendar days after the occurrence of the disputed circumstance. Limited by the data storage period, overdue inquiry may not be supported, or will incur unreasonable commercial costs. In case of failing to submit a data inquiry application to the platform in time, the customer shall be deemed as waiving data query rights.
7.5 Data Preservation
The Company shall be entitled to preserve the Service Data on the servers of the Company and/or its affiliated companies within the scope permitted by laws and regulations. The Company shall be entitled to determine the preservation period of the Service Data in its sole discretion based on operating conditions, commercial costs and the level that existing technology can achieve. The Company is not obligated to permanently preserve the Service Data.

Article 8 User Personal Information and Protection
8.1 Ocean Engine Marketing Platform is committed to working with you to protect personal information. Protecting user's personal information is one of the Platform's fundamental principles. During the process of using the Platform and related services, you may need to provide relevant information to enable the Ocean Engine Marketing Platform to provide you with better services and corresponding technical support. The Ocean Engine Marketing Platform will employ encryption technology, anonymization, and other technical measures commensurate with the Platform and related services, as well as other security measures, to protect the information you submit. For more details regarding the protection of user personal information, please refer to Appendix I Commitment to Personal Information Protection.
8.2 To safeguard the Customer's handling of users' personal information and enhance the Platform's security risk control capabilities, the Customer understands and authorizes the Platform, as needed, to provide enhanced security capabilities for you and the users. These capabilities include but are not limited to telephone privacy protection features, such as call recording and privacy numbers (where the Platform hides the user's real mobile number, and you may contact the user only via a virtual number). When contacting users through the telephone privacy protection feature, you must ensure that you have obtained authorization to process the users' personal information for such scenarios. In the meantime, you acknowledge and confirm that the Platform has the right, for security risk control purposes, to conduct quality inspections of call recordings between you and users, and is entitled to make independent judgments and impose penalties based on such call recordings regarding whether the Customer has violated Platform rules. Privacy numbers are temporary numbers. To ensure rational and effective allocation of privacy number resources, the Company and its affiliated companies have the right to allocate, bind, and unbind privacy numbers and to recycle unbound number resources for reuse.
8.3 The Customer understands and agrees that when using intelligent conversation tools on the Platform, such as Smart Delivery Star, the Ocean Engine Marketing Platform may collect conversations for the purposes of service quality monitoring and service optimization, and may analyze such conversations on its own or share them with cooperating third parties for analysis.
8.4 The Customer acknowledges that, for the purposes of addressing unauthorized material reposting on the Platform, the Platform may share the Customer's basic account information (such as account ID, nickname, authentication entity, registered email or mobile number, etc.), as well as suspected infringing materials, material IDs, data on spending, and related information with rights holders depending on the situation. To protect the Customer's rights and interests, the Platform may perform masking or tagging when sharing the latest information. The Customer shall pay attention to the quality of materials used in placement and avoid unauthorized material reposting or infringement of third-party rights or interests.

Article 9 Rights and Obligations of the Company
9.1 Services
The Company will provide corresponding services to the Customer according to the services and billing methods selected by the Customer.
9.2 Governing Measures
If the Ocean Engine Marketing Platform or any Affiliated Platform identifies or reasonably suspects—through proactive verification, third-party reports/complaints, notices from competent authorities, risk control system monitoring, media reports, or other leads—that the Customer, Customer's Affiliates, Customer-related personnel, or any conduct during the use of the Services or Performance Behavior violates applicable laws or regulations or the Service-Related Agreements and Rules, or is associated with or connected to entities or conduct posing issues or (potential) risks—including but not limited to: abnormal top-up activities (such as top-up via unofficial channels or other means); Customer's Content Materials or linked content that violate laws and regulations or Service-Related Agreements and Rules; improper use of data or relevant interfaces or unauthorized data or interfaces made available by the Company or its affiliated companies to the Customer; failure to pay the Service Fee in full and on time; excessively frequent operations or requests regarding registration, cancellation, placement unit/order creation, settings, or data queries, etc.; existence of actions of obtaining Unreasonable Benefits or improper arbitrage activities—the Company may, depending on the circumstances, take one or more of the following Governing Measures, without assuming any legal liability or compensation obligations for doing so:
(1) Suspend or terminate the Services, including but not limited to terminating placement, disconnecting interfaces, rejecting the Customer's operation requests, or restricting access or usage permissions to specific modules;
(2) Impose Restrictive Measures on the Customer, its related entities, or their respective Ocean Engine Marketing Accounts or accounts on Affiliated Platforms;
(3) Refund the portion of prepaid Service Fee that has not been consumed and is not involved in any disputes, and opt to terminate cooperation without assuming any liability;
(4) Remove grants, cash-back red packets, coupons, and other preferential benefits;
(5) Restrict refunds and refund acceptance methods;
(6) Require relevant parties to return improper gains and assume applicable liability of breach of contract and compensation;
(7) Require the Customer or relevant parties to submit materials proving the legality of their conduct.
In addition to the above measures, the Company shall be entitled to require the Customer to take further legal responsibilities, or take other measures that the Company deems appropriate.
9.3 Right of Examination and Verification
The Company has the right to examine and verify Customer's Content Materials, products and services sold or marketed by the Customer, and information published by the Customer. If the Company identifies or reasonably suspects issues in the Customer's Content Materials, products or services of the Customer, or its published information, the Company has the right, pursuant to the Service-Related Agreements and Rules, to issue inquiries or notices on required correction to the Customer, delete the information, impose Restrictive Measures or Governing Measures on the accounts of the Customer, its affiliated companies, or Customer's Affiliates, and claim compensation from the Customer for any resulting losses.
9.4 Customer Licensed Content
(1) With respect to Customer's Content Materials, Service Data, and other content for which the Customer and the Company have reached agreement on licensing matters ("Licensed Content"), the Customer grants the Company a global, free-of-charge, non-exclusive, and sub-licensable license (including but not limited to the rights of reproduction, distribution via information networks, adaptation, compilation, modification, translation, creation of derivative works, performance, display, etc.). Under this license, the Company and its affiliated companies have the right to use the Licensed Content to describe, explain, or interpret the Service-Related Agreements and Rules, promote and publicize the Company, its affiliated companies, Affiliated Platforms, or brands, enrich the marketing and placement case libraries, recommend Customer's Content Materials, participate in awards, and analyze, optimize, or otherwise process the Licensed Content. Such a license includes the use, reproduction, display, and dissemination of your personal image, portrait, name, trademark, service mark, brand, name, logo, company mark, and other materials that you own or are licensed to use and embed into the Licensed Content.
(2) The Company has the right to collect, record, retain, disclose, transfer, or otherwise process Licensed Content pursuant to requests from public security authorities, prosecutors' offices, courts, regulators, or in response to reasonable circumstances such as third-party complaints.
(3) The license under this Section becomes effective on the date the Customer accepts the Agreement online, and is irrevocable during the term of the Agreement. Unless the Customer terminates the license in writing, such license remains effective even after termination of the Agreement.
9.5 Third-Party Dispute Resolution
If the Ocean Engine Marketing Platform or the Media Platform Operator identifies or reasonably suspects, based on complaints from consumers or other third parties ("Complainants"), notices from competent authorities, risk-control monitoring, media reports, or other indications, that the Customer's goods or services are of poor quality, the Customer's Content Materials infringe the legitimate rights and interests of third parties, or the Customer's improper use of the Services has caused losses to Complainants, the Ocean Engine Marketing Platform has the right to:
(1) Apply the Governing Measures as described in Section 9.2;
(2) Upon request, provide documents, data, or information to competent authorities or third parties;
(3) Initiate an investigation against the Customer and require the Customer to provide statements, evidence, or other supporting documents ("Supporting Documents"), and may share such Supporting Documents with Complainants or competent authorities upon receiving them. If the Customer fails to provide Supporting Documents or the documents are insufficient for their defense, the Ocean Engine Marketing Platform may require the Customer to rectify inappropriate conduct or suspend/terminate the Services.
(4) Terminate or rescind the Agreement and require the Customer to pay liquidated damages equal to the Service Fee of the corresponding products or services under complaint, or RMB 5,000 (whichever is higher). If the Customer's conduct causes the Company, its affiliated companies, or the Media Platform Operator to make compensation to any third party or suffer penalties from competent authorities, the Customer shall additionally fully compensate the Company, its affiliated companies, and the Media Platform Operator for all losses thereby suffered.
(5) Where a third party purchases products or services based on Customer's Content Materials and encounters any controversy or dispute with the Customer, the Customer shall assume full responsibility and hold the Company harmless. If the Company, based on consumer complaints or requirements from competent authorities, provides advance compensation to consumers regarding the products or services placed by the Customer, the Customer shall fully compensate the Company for all losses incurred.
(6) Suspend performance of the Agreement and determine at its own discretion whether to resume performance. Decision to resume performance does not exempt the Customer from liability for breach under the Agreement.

Article 10 Rights and Obligations of the Customer
10.1 Submission and Verification of Information
(1) The Customer shall ensure the authenticity of its account and other financial information and ensure such information is consistent with the contracting entity under this Agreement. The Customer shall bear all risks arising from any false or inconsistent financial information provided by the Customer. The Company shall assume no liability for such circumstances. If any loss is caused to the Company as a result thereof, the Customer shall compensate the Company accordingly.
(2) The Customer undertakes to submit qualification documents and complete relevant authenticity verification as required by the Company. Otherwise, the Company shall be entitled to reject the Customer's application for account activation and/or suspend or terminate the Services without assuming any liability for breach of contract. If the Customer's qualification submission infringes the legitimate rights and interests of any third party, the Customer shall bear the corresponding legal liability. If such infringement causes any loss to the Company, the Customer shall be liable for compensation.
10.2 Electronic Signing
If the Customer uses the electronic signing method to execute contracts/agreements with the Company, the Customer guarantees that the relevant information and documents submitted for applying the signature via the Company's platform are authentic and valid, and authorizes the Company to transmit the information and documents submitted by the Customer to a third-party electronic signing platform for review as required by such platform. After the review is passed, the electronic signature will be applied for contract execution. If the relevant information or documents submitted by the Customer are false or invalid, resulting in failed review and inability to proceed with electronic signing, the Customer shall bear all related liabilities.
10.3 Top-Up Function
(1) The Customer shall use the prepayment function of Service Fee ("Top-Up Function") in accordance with the scope and methods agreed under the Agreement. The Customer shall top up only through the official channels of the Platform and shall not use or exploit the official platform channels to engage in any of the following activities ("Non-Compliant Top-Up"):
a. Using non-official top-up channels, which may result in the Customer's funds account being exploited for illegal activities;
b. Using or exploiting official top-up channels in any manner to collect fees unrelated to the Services, or funds that the Customer knows or should know that violate laws and regulations;
c. Using the official top-up channels and functions of the Platform for activities violating laws and regulations, or to circumvent the application of Service-Related Agreements and Rules, or using the top-up function in any manner beyond the scope and method agreed herein.
(2) If, based on reports from victims, notifications from competent authorities, risk control system monitoring, or other leads, the Company and/or its affiliated companies identify or reasonably suspect that the Customer has engaged in Non-Compliant Top-Up, they have the right, based on the collected leads, provisions of relevant laws and regulations, and the Service-Related Agreements and Rules, to take the measures described in Section 9.5 - Third-Party Dispute Resolution against the Customer, dispose of funds in the Customer's Ocean Engine Marketing Account (such as returning them to victims or compensating for losses caused to third parties or the Platform), and refuse to accept and/or return the funds involved in the suspected Non-Compliant Top-Up via the original payment method. The Customer shall actively cooperate with investigations conducted by the Ocean Engine Marketing Platform and any competent authority. If the balance in the Customer's Ocean Engine Marketing Account is insufficient to return funds to victims or compensate third parties or the Platform for losses, the Customer shall be responsible for making up the difference.
10.4 Authorized Operations
(1) The Customer acknowledges and confirms that, to ensure the Customer's proper use of the Services, any expression made by the Customer regarding matters related to the Services through the Customer Contact Information to the Company or its affiliated companies shall be deemed as authorization by the Customer. Upon confirmation and acceptance by the Company or its affiliated companies, the Company or its affiliated companies may, by themselves or entrusting third parties to, perform corresponding operations on the Customer's account based on such expression, including but not limited to creating and modifying placement units and creative ideas, setting and adjusting bids and budgets, and configuring the audience, schedule, region for placement, and other settings or operations. The Customer agrees to bear all consequences arising from such authorized operations. Upon prior notice to the Customer, the Company and its affiliated companies may suspend or terminate such operation services at any time without assuming any liability to the Customer.
10.5 Entrusted Placement Activities
Where the Customer entrusts an agent to assist in registering and operating an Ocean Engine Marketing Account ("Proxy Account") and using the Services, the Customer understands and agrees as follows:
(1) The agent shall have the right to access and operate the Proxy Account through the services provided by the Ocean Engine Ark Platform. The Customer shall confirm matters related to the use of the Services with the agent and shall timely and fully acknowledge and verify the status and usage of the account. Regardless of whether operations are performed by the Customer or the agent by commission, the Customer and the agent shall bear corresponding responsibilities for behaviors under the Proxy Account, subject to the Service-Related Agreements and Rules.
(2) Under the entrusted delivery scenario described in this Section, the cash balance within the Customer's Proxy Account shall be fully managed by the agent. The agent shall have the right to consume, transfer, freeze, or refund such cash in accordance with provisions of Service-Related Agreements and Rules. The Customer shall have no right to make any claims or demands to the Company or the Company's affiliated companies regarding the cash balance in the Proxy Account.
(3) Within the scope authorized by the Customer, the agent may use the Services and determine the operational strategy and placement settings of the Proxy Account. For the purpose of optimizing placement, it has the right to access the overall placement performance data under the Customer's Ocean Engine Marketing Account (specific data fields shall be subject to the actual display in the Proxy Account).
(4) In the event of any dispute arising from the registration, deregistration, operation, placement unit/order settings, Service Fee or other fee settlement, placement strategy, or other matters of the Proxy Account, the Customer shall resolve such issues independently in accordance with the agreement entered into with the agent.
10.6 AI-Generated Content
When the Customer uploads or publishes, during the use of the Services, non-real images, audio, or video created using new technologies or applications such as deep learning, virtual reality, or generative artificial intelligence, or other content that may confuse or mislead consumers or the public, the Customer shall provide prominent labeling on such content. The Company, Affiliated Platforms, or Media Platform Operators shall be entitled—based on requirements of applicable laws and regulations, Service-Related Agreements and Rules, and risk control needs—to conduct regular or irregular, full or sample audits of the Customer's Content Materials. If the Customer's Content Materials are found not to display prominent labeling as required, the Company shall be entitled to take corresponding measures based on applicable laws and regulations, Service-Related Agreements and Rules, risk control requirements, requests from competent authorities, and industry practices, including but not limited to: (1) notifying the Customer to rectify; (2) restricting the display of Customer's Content Materials; (3) suspending or terminating part or all of the Services.
The Customer shall independently handle and resolve any disputes or controversies with third parties arising from the upload, publication, or placement of the aforementioned types of information content, and shall ensure that the Ocean Engine Marketing Platform is held harmless from any liability.

Article 11 Undertakings and Warranties
11.1 Qualifications and Authorities
(1) The Company warrants that it has the legal qualifications to provide the Services and the authority to sign the Agreement.
(2) The Customer represents and warrants that it holds the lawful authority to use the Services, market its products or services, and enter into the Agreement. Regardless of the ownership of rights in the Customer's Placement Object, the Customer shall execute the Agreement in its own name and assume direct contractual liability.
11.2 Reference Content
The Ocean Engine Marketing Platform may provide or display to the Customer content and reference cases relating to the design of content materials, copywriting, placement strategies, product selection, or may aggregate high-quality creative materials through product functions (collectively, the "Reference Content"). Any and all intellectual property rights of the Reference Content belong to the Ocean Engine Marketing Platform or its original owner, and the Customer will not use it in any way that infringes the rights of the Ocean Engine Marketing Platform or the rights of third parties. The Reference Content shall be for Customers' reference only, and shall not be deemed as any license, authorization, commitment or guarantee made by the Company for all or part of the Reference Content. Customers shall decide whether to use the Reference Content according to their own circumstances. Customers should guarantee the legality and compliance of using the Reference Content and bear the corresponding legal consequences.
11.3 Declaration of Employment
During the term of the Agreement, if any employee of the Company or its affiliated companies becomes a shareholder or senior management personnel of the Customer, the Customer undertakes to immediately notify the Company's legal department in writing. Otherwise, the Company shall have the right to terminate the Agreement in advance at any time without assuming any liability. Without the Company's written consent, the Customer shall not expressly or implicitly imply to any third party that it has any substantive connection with the Ocean Engine Marketing Platform, the Company, or the Company's affiliated companies.
11.4 Protection of Market Image
During the term of the Agreement, neither party shall damage the other party's overall market image nor engage in any behavior detrimental to the other party's interests.
11.5 Legality and Compliance Commitments
(1) The Customer undertakes that all documents, qualifications, Customer's Content Materials, Placement Object, and Performance Behavior provided to the Ocean Engine Marketing Platform under the Agreement shall be true, accurate, lawful, valid, and compliant with relevant laws, regulations, rules, and the provisions of Service-Related Agreements and Rules. The Customer shall hold lawful rights or sufficient authorization thereto and shall not fabricate information, deceive or mislead consumers, violate laws and regulations, rules and regulations, or public moral standards, contain content that violates public order and good customs or information pointing thereto, constitute or be suspected of constituting unfair competition, or infringe the legitimate interests of any third party (including but not limited to infringement of copyrights, trademark rights, patent rights, personality rights, or other lawful rights and interests).
(2) The Customer warrants that it will not arbitrarily add application download links, download buttons, download QR codes, or any other entry points that induce users to download applications in its content materials. If it is necessary to add such download links or other download-guiding entry points, the Customer shall first obtain confirmation from the Company and upload the relevant application information to the application management center or platform designated by the Company. The Customer shall add download links only in the manner permitted by the Platform and, in accordance with applicable laws, regulations, and Platform rules, shall expressly disclose the six mandatory elements to users (application name, version information, developer/operator name, permission list, privacy policy, product features), as well as the application filing number. The Customer warrants that there will be no inconsistencies between the content materials and the corresponding application information, nor any misleading or inducing behavior that leads users to download the application.
(3) If the Customer uses livestream-traffic-boosting features for placement, the Customer warrants that the content materials and livestreaming content are original or have been lawfully and sufficiently authorized (including sublicensing rights and with authorization covering all delivery scenarios under the Agreement). The Ocean Engine Marketing Platform and Affiliated Platforms may edit, process, display, deliver, and optimize the creative of such content materials and livestreaming content without obtaining any third-party authorization. The Customer may not use or tamper with content materials that have been optimized by creative optimization features outside the purpose scope specified in the Agreement.
(4) The Customer shall exercise reasonable and necessary prudent security obligations to ensure the legality and security of its content materials, and shall ensure that no content materials provided in the course of using the Services contain malware, spyware, or any other malicious code, nor violate or circumvent any laws, regulations, rules and regulations, national standards, or Platform agreements and rules.
(5) The Customer undertakes that its use of the Services is lawful and compliant and shall not use the Services to engage in any activities that violate laws or regulations.
(6) The review, governance, and risk control mechanisms configured by the Company and its affiliated companies shall not be deemed as any representation or warranty by the Company or its affiliated companies regarding the legality or compliance of the Customer's actions in the course of using the Services or of the Customer's Content Materials. The Company and its affiliated companies shall not bear any joint liability for the Customer or the Customer's actions in the course of using the Services. The Customer shall independently bear all legal consequences arising from its illegal, non-compliant, or improper conduct.

Article 12 Intellectual Property Rights
12.1 Without the Company's written permission, the Customer, the Customer's affiliated companies, and their respective relevant personnel (including but not limited to operators, legal representatives, senior management personnel, and employees) and the Customer's Affiliates shall not, in their marketing and promotional activities, office premises, business cards, documents, websites and platforms, external communications, or in any other manner, use the names, trademarks, trade names, brands, domain names, service marks, or other distinctive brand features (collectively, the "Marks") and websites of the Company, the Company's affiliated companies, or any Media Platform, nor disclose any cooperation matters with the Company. The Customer shall not display or use such Marks independently or in combination with any other elements, nor apply for trademark registration or domain name registration, nor expressly or implicitly indicate to third parties that it is entitled to display, use, or otherwise handle these Marks. Any violation of the above shall constitute infringement. The Company shall have the right to suspend or terminate the Agreement, require the Customer to take remedial measures (including but not limited to ceasing use or taking down relevant content), publicly announce the Customer's breach of contract, and require the Customer to compensate the Company, its affiliated companies, and any Media Platform Operator for all losses caused thereby.
12.2 The Company and its affiliated companies hold full rights to the following:
(1) The Company provides technical support for the development and operation of the Platform and related services and holds all rights (within the scope permitted by laws and regulations) to all data and information generated during the development and operation of the Platform and related services.
(2) Ownership and intellectual property rights in the Platform, Media Platform, interfaces, software, related content, and names.
(3) Intellectual property rights and related rights in the content provided on the Ocean Engine Marketing Platform, the Services, and their functions (including but not limited to platform, technologies, programs, web pages, text, images, graphics, audio, video, charts, layout designs, and electronic documents).
Without the prior permission of the Company and its affiliated companies, the Customer shall not use (including but not limited to monitoring, copying, distributing, displaying, mirroring, uploading, or downloading through any robots, spiders, or any other program or device) any content within the Platform or related services.
12.3 The Customer acknowledges and agrees that all rights (including copyrights, trademark rights, patent rights, trade secrets, and other related rights) in data and information (including text, images, audio, video, charts, color combinations, layout designs, etc.) generated through analysis, integration, or statistics by the Ocean Engine Marketing Platform belong to the Ocean Engine Marketing Platform. The Customer shall not reproduce, translate, modify, decompile, disassemble, reverse engineer, sell, sublease, or use for any commercial purpose the services provided by the Ocean Engine Marketing Platform and/or any part thereof (including service products, page identifiers, service brands, information, or data). In the meantime, the Customer agrees to bear all commercial risks arising from the use of information obtained through the services provided by the Ocean Engine Marketing Platform.
12.4 Unless expressly agreed by both parties, the execution and performance of the Agreement shall not result in the transfer of any pre-existing intellectual property rights of either party.
12.5 The Customer acknowledges and agrees to authorize the Ocean Engine Marketing Platform, in its own name or through a professional third party, to enforce rights on behalf of the Customer with respect to any content uploaded or published by the Customer that is protected by intellectual property rights or lawful authorization. Such enforcement actions may include but are not limited to monitoring infringement, issuing cease-and-desist letters, initiating litigation or arbitration, mediation, and settlement. The Ocean Engine Marketing Platform shall be entitled to make decisions regarding and independently carry out such enforcement actions.

Article 13 Breach of Contract
13.1 Breach Event
The following circumstances shall constitute the "Circumstances for the Breach" under the Agreement:
(1) The Customer fails to register and obtain a legally valid business license and other operational permits in accordance with applicable laws and regulations, or provides documents to the Company that are untrue, inaccurate, inconsistent with the Customer's actual situation, or fails to timely provide updated/modified documents.
(2) The Customer transfers, copies, distributes, assigns, discloses, or sells information, data, materials, or other content obtained based on the Services, or engages in any conduct that infringes the Company's trade secrets or intellectual property rights, violates the confidentiality provisions of the Agreement, or violates the Commitment to Personal Information Protection in Appendix I.
(3) The Customer directly or indirectly violates relevant laws and regulations or the Service-Related Agreements and Rules, including but not limited to: (a) marketing or placement products or services for which the Customer lacks the required operational or placement qualifications, or which are prohibited from sale or promotion under applicable laws and regulations; (b) embedding, displaying, or directing to malicious code, links, software, programs, plug-ins, tools, or other content that harms system security and stability, hijacks traffic, bundles downloads, or deceives consumers or the public; (c) publishing content that endangers national security, infringes or is suspected of infringing the lawful rights and interests of the Company and/or third parties, or contains obscene, pornographic, false, insulting, defamatory, gambling-related, threatening, harassing, or other illegal or non-compliant content, or content contrary to public order and good morals; (d) altering already approved content materials, Landing Pages, product or service information, or using other technical countermeasures to publish the aforementioned content; (e) failing to add download links as stipulated in this Agreement, adding download links without clearly indicating the required element information specified herein, or having inconsistencies between content materials and related application information or other situations that mislead or induce users to download; (f) maliciously using suspended or closed accounts during self inspections to place illegal or non-compliant content.
(4) Based on third-party reports/complaints, notifications from competent authorities, risk control system monitoring, or other leads, the Company identifies or reasonably suspects that the Customer is engaged in illegal or non-compliant conduct, violating the Service-Related Agreements and Rules, or seriously violating public order and good morals, or if the Customer and/or Customer-related personnel (including but not limited to the Customer's legal representative/operator, senior management personnel, brand ambassadors) engage in illegal or negative events or other improper conduct that becomes publicly reported or investigated by competent authorities.
(5) Based on third-party complaints/reports, notifications from competent authorities, risk control system monitoring, or other leads, the Company identifies that the Customer has engaged, is engaging, or is about to engage in improper conduct to obtain Unreasonable Benefits from the Company ("Improper Arbitrage Activity"). "Improper Arbitrage Activity" includes but is not limited to one or more of the following:
(a) Using interfaces or third-party tools not authorized by the Company, or unreasonably using the Company's interfaces or functions to conduct long-term or high-frequency probing of underlying data, interfering with, damaging, modifying, or otherwise affecting the system, inducing the system to misuse resources of the Ocean Engine Marketing Platform;
(b) Abusing platform Service Fee settlement rules, cost guarantee rules, preferential benefit distribution rules, or other Service-Related Agreements and Rules, including mass registration or deregistration of accounts, frequent or significant adjustments to placement units/order settings, exploiting time gaps or functional limitations/vulnerabilities among system modules to obtain Unreasonable Benefits;
(c) Other circumstances in which the Company's risk control models determine, based on Customer operational behavior, historical placement patterns, comparisons between individual Customer data and overall Customer data, and other facts, that the Customer is obtaining Unreasonable Benefits. To protect the security and confidentiality of risk control models, the Company shall have the right to refuse to disclose the detailed judgment criteria of such models.
(6) The Customer and its affiliated companies, legal representatives/operators, employees, agents, and other related parties ("Customer's Affiliates") conduct activities in the name of the Company or its affiliated companies beyond or without authorization of the Company or its affiliated companies, or the Customer and Customer's Affiliates cause actual or potential harm or conflict to the interests, goodwill, or brand image of the Company, the Company's employees, or the Company's affiliated companies.
(7) The Customer violates relevant laws and regulations, the Service-Related Agreements and Rules, or Media Platform-related rules, resulting in complaints or litigation against the Company and/or the Company's affiliated companies by third parties, claims made through letters or media reports, or investigations, inquiries, or penalties imposed by competent authorities.
(8) The Customer initiates litigation against the Company and its affiliated companies, or the Company and its affiliated companies initiate litigation against the Customer.
(9) Other conduct of the Customer or Customer's Affiliates that causes significant adverse impact on the Company, or prevents the Company from achieving the contractual purpose.
(10) Other acts violating the Agreement and/or the Service-Related Agreements and Rules.
13.2 Liability for Breach of Contract
13.2.1 In the event that the Customer violates the Agreement or other Service-Related Agreements and Rules, the Company shall have the right to independently determine and, as appropriate, adopt Restrictive Measures including prior warnings, immediate cessation of information transmission, restricting certain or all functions of the Customer's account up to permanent account closure, and suspension/termination of the Agreement. The Company shall have the right to publicly announce the handling results and decide, based on actual circumstances, whether to restore the relevant account. For conduct suspected of violating laws and regulations or criminal activity, the Company shall retain relevant records and report to and cooperate with competent authorities in their investigations.
13.2.2 If the Customer engages in any Circumstances for the Breach, the Customer shall bear the following liabilities for breach:
(1) The Company shall have the right to impose Restrictive Measures in full or in part on the Customer, the Customer's affiliated companies, Customer's Affiliates, and their respective accounts.
(2) If the Customer's Circumstances for the Breach result in losses to the Company and/or its affiliated companies, or if the Customer obtains Unreasonable Benefits from the Company and/or its affiliated companies, the Customer shall compensate for such losses or return such benefits. If the losses to the Company and/or its affiliated companies, or the Unreasonable Benefits obtained by the Customer from the Company and/or its affiliated companies, are in the form of resource rights and interests, the Customer shall pay the Company cash equivalent to the face value of such resource rights and interests.
(3) The Customer shall compensate the Company and/or its affiliated companies for the expenses incurred in enforcing their rights, including but not limited to investigation costs, travel expenses, attorney fees, litigation fees, preservation fees, preservation security fees, or preservation insurance fees.
(4) If the Customer's Circumstances for the Breach violate applicable laws and regulations, Service-Related Agreements and Rules, or various agreements and rules published by Media Platform Operators, or infringes the lawful rights and interests of third parties, the Customer shall independently bear full liability and ensure that the Platform is held harmless. If such breach causes losses to the Company or any Media Platform Operator, the Customer shall fully compensate the Company and such Media Platform Operator for such losses (including but not limited to compensation the Company pays to third parties, penalties imposed by competent authorities, litigation fees, and reasonable attorney fees).
(5) The Company shall have the right to directly deduct from the Customer's prepayments and account balances (including but not limited to cash, grants, cash-back red packets, coupons, or other convertible resource rights and interests), deposits, or balances and deposits in the Customer's accounts on Affiliated Platforms, as well as any settlement funds payable by the Company's affiliated companies to the Customer under other relevant agreements, the Service Fee, liquidated damages, compensation for loss, Unreasonable Benefits, and enforcement costs owed by the Customer. Any shortfall shall be supplemented by the Customer.
(6) The Company and/or its affiliated companies shall have the right, based on the severity of the Customer's breach of contract, to suspend or terminate cooperation with the Customer, its affiliated companies, and Customer's Affiliates, including but not limited to cooperation between the Customer, its affiliated companies, and Customer's Affiliates and theQianChuan Platform, Ocean Engine Local Service Ads, Ocean Engine Xingtu Platform, DOU+ Platform, and other Affiliated Platforms of the Company.
13.3 If the Customer, its affiliated companies or Customer's Affiliates commit fraud, make false statements, or engage in other improper conduct during their cooperation with the Company or its affiliated companies, resulting in losses to the Company or its affiliated companies, causing investigations or administrative penalties by competent authorities, or exposing the Company or its affiliated companies' personnel to risks of violating the law or committing criminal offenses, the Company and its affiliated companies shall have the right to immediately and unilaterally terminate all or part of the existing and future cooperation with the Customer, its affiliated companies and/or Customer's Affiliates, and reserve the right to pursue the Customer, its affiliated companies and/or Customer's Affiliates for liability of breach of contract and to recover all losses.

Article 14 Limitation of Liability and Exemption Clauses
14.1 Limitation of Liability
(1) If, due to the Company's fault, any agreed content materials are erroneously placed or omitted, the Company will compensate the Customer with resources of equal value in accordance with the principle of "compensating one for one error" or "compensating one for one omission." The Customer agrees that after the Company provides such compensation, the Company shall be exempt from any other liability.
(2) The Services are provided based on the status achievable by current technologies and conditions. The Company and the Media Platform Operator will use their best efforts to provide the Customer with continuous and secure services; however, they do not guarantee that the Services are flawless, nor can they foresee or prevent legal, technical or other risks at all times, including but not limited to interruptions, data loss, server/system delays and other losses and risks that may result from force majeure, viruses, trojans, hacker attacks, system instability, system vulnerabilities, defects in third-party services, government actions, etc. The Customer further agrees that if the Services provided by the Company and the Media Platform Operator contain defects that were unavoidable due to the prevailing industry technical level or could not have been foreseen by the Company and the Media Platform Operator, and the Company and the Media Platform Operator have made every effort to mitigate losses and continue to provide services to the Customer, such defects shall not constitute a breach of contract by the Company or the Media Platform Operator. In the meantime, the Customer agrees to waive any claims against the Company or the Media Platform Operator for related losses, including but not limited to loss of property, data, or information incurred to the Customer due to such defects.
(3) If the Company breaches the Agreement and causes actual losses to the Customer, the Company shall compensate the Customer for the direct, calculable actual losses. However, the maximum total amount of liquidated damages and/or compensation payable by the Company shall not exceed 20% of the total Service Fee corresponding to the placement unit/order related to such breach (calculated based on the Service Fee actually received by the Company). Under no circumstances shall the Company be liable for any indirect, consequential, punitive, incidental, or special damages, including any loss of profit arising from the Customer's use of the Services under the Agreement.
14.2 Force Majeure and Change in Circumstances
The Company, its affiliated companies and the Media Platform Operator are responsible for developing, operating and maintaining the Services and the Service Data query system, and will use their best efforts to maintain continuity and stability of the Services and systems. However, the Customer understands and accepts that if the Customer, the Company, its affiliated companies, or the Media Platform Operator delays or fails to perform its obligations in whole or in part due to force majeure or a change in circumstances, it shall not be held liable for breach of contract, provided that it promptly takes measures to mitigate the losses caused by the force majeure or change in circumstances. Force majeure includes but is not limited to government regulation, national policy adjustments, terrorist attacks, hacker attacks, system vulnerabilities/failures, natural disasters, sudden public incidents, war, strikes, riots, unrest, power outages, adjustments or technical failures by telecommunications providers, and virus or trojan attacks. The following events constitute a change in circumstances under the Agreement:
(1) Termination of servers. The Company and the Media Platform Operator may suspend the provision of the Services without prior notice to the Customer in the following circumstances:
i. Non-human factors causing unavoidable situations such as emergency maintenance or repair of service equipment.
ii. Failures of basic telecommunications services.
iii. Termination of platform line services.
For the above circumstances, the Company and the Media Platform Operator shall notify the Customer within 12 hours after such circumstances occur.
(2) Temporary inability of servers to operate normally due to unlawful attacks, and the Company and the Media Platform Operator are unable to restore service after making best efforts.
(3) Other significant objective changes occurring after the Agreement is concluded that could not be foreseen at the time of contract execution and are not caused by force majeure.
If a force majeure event or change in circumstances persists for 20 days or exceeds 30 cumulative days during the validity period of the Agreement, either party shall have the right to unilaterally terminate or cancel the Agreement by written notice.
14.3 Other Exemption Circumstances
(1) Based on considerations of the overall market interest and operational needs, as well as to provide better services, adjustments, restrictions, changes, or takedowns of the service content, service methods, product features, layout designs, or page designs under this Agreement due to reasons such as legal and regulatory provisions, Media Platform requirements, Platform rule changes, improving user experience, optimizing material quality, standardizing transactions for products or services post-placement conversion, protecting the legitimate rights and interests of users, and changes in national policies and market environment, are considered reasonable changes. If such adjustments, restrictions, changes, or takedowns result in the Services under this Agreement not being provided as agreed or not being continued in whole or in part, the Company shall not bear liability for breach of contract.
(2) To provide more comprehensive services to the Customer, the Company, its affiliated companies, and the Media Platform Operator have the right to perform inspection, maintenance, upgrades, etc., on the Platform or related equipment periodically or from time to time. Such situations may cause interruptions or suspensions of related services for a reasonable period. If this causes losses to the Customer, the Customer agrees to waive the right to pursue liability against the Company, its affiliated companies, and the Media Platform Operator.
(3) If circumstances including but not limited to requirements from competent authorities, social public events, media reports, or major time nodes occur, the Company has the right to adjust, suspend, or terminate the Services at the corresponding time node without bearing liability for breach of contract.
(4) If the Company is unable to provide the services as agreed due to the aforementioned circumstances, it shall resume providing services under conditions not lower than those originally agreed upon by both parties after the cessation of such circumstances. If the Company is unable to continue providing services based on the actual situation, both parties shall settle accounts based on the portion actually performed.
(5) When conducting placement activities in specific formats, the ability to place may be affected by Media Platform requirements and the status of the cooperating Media Platform account. If this results in the Services under this Agreement not being provided as agreed or not being continued in whole or in part, neither the Company nor the Media Platform Operator shall bear liability for breach of contract.
(6) Some Services rely on the Customer providing data callbacks to the Platform. The Platform merely displays the data returned by the Customer. Incorrect or duplicate data returned by the Customer may cause inaccurate data display to the Customer. The Customer shall verify the accuracy of the returned data and bear the consequences arising therefrom. If such issues cause losses to the Platform, the Platform shall be entitled to seek recourse.
(7) When the Company provides services and generates billing data as agreed in this Agreement, if the display status of the Customer's Content Materials is abnormal, if there are issues with the software/hardware equipment or network configuration of the Customer or the network end-user, or if the network end-user independently sets or operates their network terminal equipment (e.g., mobile phones, computers, etc.), client application, website, mini program, etc., resulting in the failure to successfully display the Customer's Content Materials, this shall not constitute a breach of contract by the Company. If the aforementioned circumstances occur, the Company shall not bear any responsibility, and the Customer shall have no right to request the Company to refund the Service Fee already collected.
(8) The Ocean Engine Marketing Platform has the right, for the overall operation of the services and the operational security of the Platform, to decide on the settings and scope of services/functions, and to modify, interrupt, suspend, or terminate Platform-related services based on the specific circumstances.

Article 15 Notification and Delivery
15.1 Contact Information
The Company and/or its affiliated companies may use one or more methods among web/mobile application announcements or prompts, electronic mail, mobile phone text messages, telephone calls, conventional mail delivery, or sending in-system messages within the management system of the Customer's registered service account, to deliver various rules, notices, prompts, and other information regarding the Services to the Customer. Such information shall be deemed accepted and agreed to by the Customer, and binding upon the Customer, once the Company publishes or sends it using any of the aforementioned methods. If the Customer does not accept this, please cease using the Services; otherwise, it shall be deemed that the Customer has accepted and agreed. Unless otherwise agreed in the Agreement, notices, documents, and materials exchanged between the parties for the purpose of concluding and performing this Agreement shall form part of this Agreement and have the same legal effect as this Agreement. The aforementioned notices, documents, and materials may be served by fax, mail, or electronic mail. If the Customer changes its fax number, mailing address, or electronic mail address, it shall make the modification in the system backend.
15.2 Delivery
(1) If the Company and/or its affiliated companies notifies the Customer in the manner specified above, the date on which the Customer is deemed to have learned of the change shall be determined as follows: the date of online publication or the effective date explicitly specified in the published content, the date the electronic mail enters the Customer's mail account, the date the in-system message enters the Customer's account message center, the date the fax is sent to the Customer, the date the telephone call is received, or the third working day after the express mail is sent. Under any circumstances, when the Customer sends a notice to the Company, it shall use electronic mail and/or fax and/or express mail (when sending the notice, entities shall affix their official seal). The date on which the Company is deemed to have learned of the notice is the same as above.
(2) If the Customer fails to receive relevant rules, notices, prompts, or other information due to incorrect electronic mail addresses, mobile numbers, communication addresses, etc., provided by the Customer, or failure to update such information promptly after a change, the Customer agrees that it shall still be deemed to have received the relevant information and be bound by it, and the Customer shall bear all consequences and responsibilities fully.
(3) If either party notifies the other party through multiple methods, the date on which the other party first receives the notice shall be the date of service of the notice.

Article 16 Term and Termination
16.1 Effectiveness
This Agreement shall take effect upon the Customer's online click to agree or in the manner agreed upon in the written agreement between the parties.
16.2 Termination of Agreement
(1) The Company may unilaterally terminate this Agreement by providing written notice to the Customer five calendar days in advance without bearing any liability.
(2) The Customer may apply to terminate this Agreement by providing notice 5 calendar days in advance. However, before submitting the application, the Customer shall ensure that there are no unresolved disputes under this Agreement and shall sign corresponding documents and complete the handling of related matters as required by the Company.
(3) If the Customer is a natural person and dies, disappears, or loses capacity for civil conduct, or if the Customer is a legal person and loses its legal person status, the Company has the right to terminate the Agreement. The Customer's successor/guardian or all shareholders/operators shall submit a settlement application to the Company within 6 months.
(4) If the Customer commits a breach of contract, the Company has the right to immediately suspend or terminate the Services, suspend or terminate this Agreement, and not refund the Service Fee already paid by the Customer.
16.3 Post-Termination Procedures
(1) Settlement. After the rescission or termination of the Agreement, both parties shall conduct financial settlement according to the terms of this Agreement.
(2) Service. The Company has the right to close all Ocean Engine Marketing Accounts and account permissions under the Customer's name after the rescission or termination of the Agreement.
(3) Continued retention and use of various information retained by the Customer on the Ocean Engine Marketing Platform and Affiliated Platforms.
(4) The Company may still pursue liability for breach of contract against the Customer according to the terms of this Agreement for the Customer's breach.
16.4 Surviving Clauses
After the rescission or termination of this Agreement, the clauses in the Service-Related Agreements and Rules concerning data, intellectual property rights, confidentiality, Customer Licensed Content, liability for breach of contract, notice, jurisdiction, and those applicable to post-termination procedures, as well as Appendix I Commitment to Personal Information Protection and Appendix II Anti-Corruption Agreement, shall remain in effect.

Article 17 Miscellaneous Terms
17.1 Composition of the Agreement
This Agreement includes relevant agreements and Platform rules issued from time to time by the Ocean Engine Marketing Platform based on specific services, products, and functions, as well as Appendix I Commitment to Personal Information Protection and Appendix II Anti-Corruption Agreement. The Ocean Engine Marketing Platform will update the aforementioned content from time to time. Once the relevant content clauses are amended, the Ocean Engine Marketing Platform will notify or announce them in the manner agreed in the notice clauses. The modified content shall effectively replace the original clauses and become an integral part of this Agreement upon notification or announcement.
17.2 Terms Related to Ocean Engine Brand
As the Ocean Engine Marketing Platform is a business platform under the Ocean Engine brand, the Customer agrees to comply with the Management Regulations on the Use of Ocean Engine and Related Brands by Ocean Engine Partners and other relevant management regulations under the Ocean Engine brand and their subsequent updated versions, and acknowledges that the Ocean Engine Marketing Platform has the right to take relevant measures against the Customer based on the aforementioned regulations.
17.3 Assignability
Neither party may assign its rights and obligations under this Agreement to a third party without the consent of the other party; however, the Company has the right to assign all or part of its rights and obligations under this Agreement to a third party under the following circumstances:
(1) Change of operating entity and domain name. The Ocean Engine Marketing Platform and its Affiliated Platforms may change their names, operating entities, and/or platform domain names based on business adjustments, updates to national laws and regulations, and policy changes. If such changes occur, the rights and obligations related to the Ocean Engine Marketing Platform and/or its Affiliated Platforms in agreements previously signed by the Customer shall be wholly transferred to the updated operating entity and/or platform domain name.
(2) The Company has the right, by providing 5 days' prior notice, to assign all or part of its rights and obligations under this Agreement (including all rights, ownership, interests, obligations, and liabilities under this Agreement) to its affiliated companies.
(3) The Company and its affiliated companies have the right to entrust third-party service providers to provide the Customer with certain services under this Agreement related to account operation, placement, and product usage, including consultation, diagnosis, and optimization suggestions ("Third-Party Services"). If the Company entrusts a third-party service provider to provide Third-Party Services, it will notify the Customer in advance via in-system mail or backend pop-ups, among other methods, and fully disclose the information of the Third-Party Services. Third-party service providers may only provide services to the Customer within the scope of authorization disclosed by the Platform. To the extent necessary for the third-party service provider to provide services to the Customer within the scope of its mandate, the Customer authorizes the third-party service provider to access its Service Data through systems or interfaces provided by the Company. If there are defects in the performance of Third-Party Services, the Customer has the right to submit a complaint to the Company.
17.4 Trade Compliance
(1) Each party agrees that, during the cooperation based on this contract, it will comply with all applicable laws, regulations and requirements related to sanction and export control (collectively referred to as "trade compliance").
(2) Each party agrees that if any party is unable to continue to perform this agreement on the premise of legality and compliance due to trade compliance reasons, both parties shall jointly seek a solution or negotiate to terminate this agreement.
(3) Without limiting the provisions of the preceding paragraph, if either party violates any applicable trade compliance regulations, resulting in the continued performance of this Agreement violating applicable trade compliance requirements, the other party has the right to cease performing its relevant obligations under this Agreement, and the violating party shall compensate the other party for all losses suffered due to the aforementioned violation.
17.5 Confidentiality
(1) Any confidential information of one party learned or obtained by the other party in connection with the conclusion and performance of this Agreement shall be the proprietary information of the disclosing party. Neither party shall disclose any proprietary information or the cooperation between the parties to any person or entity without the prior written consent of the other party, and shall keep it confidential. However, the above restrictions do not apply to the following circumstances: 1) Disclosure is necessary for the normal performance of obligations under this Agreement; 2) Disclosure is required by national laws and regulations; 3) Disclosure is required by instructions or requirements received from judicial organs, administrative organs, or other competent authorities; 4) Disclosure is made to relevant departments to assist competent authorities in investigating and verifying suspected illegal activities committed by the Customer (including its employees) and/or the Customer's cooperation partners.
(2) The termination, rescission, revocation, or invalidity of this Agreement shall not affect the validity and binding force of this confidentiality clause on both parties.
17.6 Governing Law and Dispute Resolution
The conclusion, execution, interpretation of this Agreement, and resolution of disputes under this Agreement shall be governed by the laws of the mainland of the People's Republic of China. This Agreement is signed in Haidian District, Beijing. If any dispute arises between the Customer and the Company, both parties agree to submit the dispute to the Haidian District Court in Beijing for litigation.
17.7 Severability
If any clause of this Agreement is wholly or partially invalid or unenforceable due to violation of law or government regulations or for any other reason, that clause shall be deemed deleted. However, the deletion of such clause shall not affect the legal effect of the other clauses of this Agreement.
17.8 Independent Entities
You and the Company, as well as its affiliated companies, are independent entities. In no event shall this Agreement constitute any express or implied guarantee or condition by the Company and its affiliated companies to you, nor shall it constitute an agency, partnership, joint venture, or employment relationship between the parties.
17.9 Headings
The headings in this Agreement are for convenience and readability only and shall not affect the meaning or interpretation of any provision herein.
17.10 Version
(1) This Agreement may exist in multiple translated language versions. If there are any conflicts or ambiguities between different versions, the Chinese version shall prevail.
(2) If the Customer requires a paper copy of this Agreement, they can log into their Platform account and download and print the Agreement. The paper version printed by the Customer shall be completely consistent with the electronic version of this Agreement. In case of any inconsistency, the electronic version of this Agreement shall prevail.

Appendix I: Commitment to Personal Information Protection
Before using the Services, the Customer must carefully read and fully understand the contents of the following clauses and choose to accept or not accept them. Once the Customer accepts this Commitment to Personal Information Protection (hereinafter referred to as this "Commitment"), it shall abide by the terms of this Letter and all systems and norms of the Ocean Engine Marketing Platform.
Whereas the Customer intends to (or is) logging in, accessing, and using the Ocean Engine Marketing Platform Services, and in order to comply with the provisions of laws and regulations related to personal information protection and to fully protect the personal information of relevant data subjects, the Customer and the Company will, depending on the specific circumstances, jointly process, entrust the processing of, or independently process relevant personal information. During the aforementioned processing of personal information, the Customer has the obligation to comply with the provisions of laws, regulations, rules and regulations, and national standards related to personal information protection (hereinafter referred to as the "Data Protection Requirements"), and to fulfill the obligations of personal information protection, data security, and confidentiality.
"Personal information" under this Commitment refers to: various information recorded electronically or by other means related to identified or identifiable natural persons, but does not include information after anonymization; "processing" of personal information includes the collection, storage, use, processing, transmission, provision, disclosure, deletion, etc., of personal information.
The Customer hereby represents and warrants the following:

1. The Customer's processing of personal information under this Letter shall comply with the provisions of the Data Protection Requirements, strictly adhere to the principles of legality, legitimacy, necessity, and good faith in personal information processing, and shall only carry out corresponding processing activities within the scope necessary to achieve the purpose of the Ocean Engine Marketing Platform Service Agreement (hereinafter referred to as the "Master Agreement"). In the process of processing personal information, the Customer shall follow the principles of openness and transparency, disclose the rules for processing personal information to the relevant data subjects, clearly indicate the purpose, method, and scope of processing. Data processing shall have a clear and reasonable purpose, shall be directly related to the processing purpose, and shall be conducted within the minimum scope necessary to achieve the processing purpose. Data processing shall be conducted within the authorization scope of the data subjects and in a manner that has the least impact on the personal rights and interests of the data subjects, and shall avoid adverse effects on the rights and interests of data subjects due to inaccuracies or incompleteness of personal information. If processing relevant personal information exceeds the authorization scope of the data subjects, the Customer shall, unless otherwise stipulated by the Data Protection Requirements, obtain separate authorization and consent from the relevant data subjects before processing.
2. If it involves the Customer transmitting personal information to the Platform, the Customer undertakes that before transmitting the relevant personal information, it must comply with the provisions of the Data Protection Requirements. Unless otherwise stipulated by the Data Protection Requirements, the Customer undertakes that for the personal information it transmits to the Platform, it has fully informed the data subjects of the statutory content required by the Data Protection Requirements, such as the types of personal information involved, the purpose of processing, and the methods of processing, in a manner that meets transparency requirements, and has obtained the authorization and consent of the data subjects.
3. The Customer undertakes that uploading relevant personal information to the Platform and using the services under the Master Agreement will not violate the Data Protection Requirements or the terms of any relevant agreements/contracts between the Customer and the Company (if any), will not harm the legitimate rights and interests of the Company, its affiliated parties, relevant data subjects, or entities with relevant rights to the data, and will not exceed the scope of authorization and consent already given to the Customer and any other relevant parties by the data subjects or entities with relevant rights to the data regarding the Customer's relevant processing matters. If the Customer violates this provision, it shall be liable for compensating the harm caused by such actions to the Company, its affiliated parties, relevant data subjects, or entities with relevant rights to the data, and shall bear full responsibility.
4. If necessary for the cooperation and it involves the Customer obtaining relevant personal information from the Platform, the Customer undertakes that it will process the relevant personal information within the scope of the Master Agreement, in accordance with the Data Protection Requirements, within the authorization scope of the data subjects, and the security rules/policies set by the Company and the Platform, and must strictly ensure the security of the relevant personal information. Unless otherwise agreed in the Master Agreement, the Customer shall not subcontract the relevant personal information processing activities to any third party for processing without the written permission of the Company. Subject to this provision, the Customer shall bear full responsibility for the data processing activities of third parties. After the completion of the personal information processing activities specified in this provision, unless otherwise stipulated by laws and regulations, the Customer shall promptly delete the relevant personal information.
5. The Customer undertakes that, unless it obtains the written consent of the Company and is strictly limited by the Data Protection Requirements, the authorization scope of the data subjects, and the purpose scope of the Master Agreement, it will not share, provide, transfer, or publicly disclose relevant personal information to third parties, nor will it further process the relevant personal information beyond the aforementioned scope. Subject to this provision, if it is indeed necessary to transmit relevant personal information to a third party, the Customer undertakes that such processing activities will not violate the Data Protection Requirements or the terms of any relevant agreements/contracts between the Customer and the Company (if any), will not harm the legitimate rights and interests of the Company, its affiliated parties, relevant data subjects, or entities with relevant rights to the data, and will not exceed the scope of authorization and consent already given to the Customer and any other relevant parties by the data subjects or entities with relevant rights to the data regarding the Customer's relevant processing matters. The Customer will strictly restrict the processing activities of the third party and ensure the security of personal information. If the Customer violates this provision, it shall be liable for compensating the harm caused by such actions to the Company, its affiliated parties, relevant data subjects, and entities with relevant rights to the data, and shall bear full responsibility.
6. During the cooperation process, the Customer may use relevant technical services provided by the Company or its affiliated parties (e.g., site building services). The Customer acknowledges and confirms that if the relevant technical services involve the collection or further processing of personal information of users/customers of the Company or its affiliated parties on any platform/product of the Company or its affiliated parties or in other scenarios, the Customer shall ensure that the relevant processing activities fully comply with the provisions of the Data Protection Requirements, including but not limited to: the Customer shall, according to the provisions of the Data Protection Requirements, provide the relevant data subjects with the Customer's privacy policy or similar documents, inform them of the statutory content required by the Data Protection Requirements, such as the types of data processed, the purpose of processing, and the methods, and obtain the authorization and consent of the relevant data subjects. Simultaneously, it shall provide the Customer's true and valid contact information to facilitate the relevant data subjects to exercise the relevant rights under the Data Protection Requirements.
7. Data Interaction Involved in Relevant Services To fulfill placement requests and the return and display of content materials, in specific scenarios, the Customer and the Company will transmit relevant placement request data through technical means such as APIs. This includes uniquely hashed device identifiers, IP addresses, request IDs, timestamps, user operating system types, etc., processed by hashing or other security measures (hereinafter referred to as "Placement Request Data"). The Customer shall ensure that such Placement Request Data received shall only be used to achieve the purpose of the Master Agreement, shall not be used for any other purpose without the written permission of the Company, nor shall it be shared with any other third party or affiliated party or publicly disclosed. After achieving the aforementioned agreement purpose, the Customer shall promptly delete the relevant Placement Request Data. The Customer shall ensure that data processing complies with the provisions of laws and regulations and is continuously processed within the user's authorization scope. To achieve the purpose of data monitoring under the Master Agreement, the Customer and the Company will monitor and attribute the delivered content materials through technical means such as monitoring links. Specifically, while creating an placement unit/order, the Customer configures data monitoring links, monitoring codes, or adopts other technical means. When relevant users are exposed to the content materials or have other interactions with the content materials, the relevant monitoring data will be transmitted back to the Customer or a third-party monitoring institution through the aforementioned technical means. Data involved in monitoring scenarios include uniquely hashed device identifiers, IP addresses, request IDs, timestamps, user operating system types, user coarse geographic location, etc., processed by hashing or other security measures (hereinafter referred to as "Monitoring Data"). The Customer shall ensure that such Monitoring Data received shall only be used to achieve the purpose of data monitoring and attribution under the Master Agreement, shall not be used for any other purpose without the written permission of the Company, nor shall it be shared with any other third party or affiliated party or publicly disclosed. After achieving the purpose of data monitoring and attribution under the Master Agreement or upon termination of cooperation, the Customer shall promptly delete the relevant Monitoring Data. If the Customer entrusts a third-party monitoring company to conduct monitoring, the Customer shall urge the entrusted third-party monitoring institution to fulfill the above obligations after achieving the aforementioned purposes.
8. The Customer undertakes that it will not engage in the following illegal, non-compliant, or socially unethical behaviors or activities through the services under the Master Agreement and/or by utilizing the processing of relevant data:

a) Any behavior or activity related to obscenity, pornography, gambling, superstition, terrorism, violence, fraud, etc.
b) Any behavior or activity related to expressing discrimination against ethnicity, race, religion, disability, disease, etc.
c) Any use of the neutral technical analysis services provided by the Company or its affiliated parties (including analysis reports or other services) to further create audience group lists involving the aforementioned information or labels, produce any analysis reports, or use them to promote the Customer's products/services or for other purposes.
d) Any illegal or improper mining of the personal identity of relevant data subjects and/or infringement or intrusion upon their privacy or peace (including but not limited to the privacy infringement behaviors specified in Article 1033 of the Civil Code of the People's Republic of China).

1. One of the purposes of the Company's provision of the Ocean Engine Marketing Platform Services is to provide appropriate product and service displays to audience groups and to offer marketing and placement channels for products/services to relevant Customers, rather than improperly mining and intruding upon the specific real identities of relevant audience groups. In the meantime, the Company does not wish for Customers to exploit the hardships of audience groups to obtain further commercial benefits through the services under the Master Agreement. Therefore, the Company does not permit the use of personal information or label categories related to the personal hardships of data subjects to infringe upon individual rights or result in unjust treatment. Furthermore, audience groups affected by social prejudice and discrimination may suffer negative chain effects in accessing information and may not receive fair treatment. Therefore, the Company does not allow the use of biased and discriminatory personal information or labels, and based on this, the use of the services under the Master Agreement for specific categories of products or services based on the aforementioned personal information or labels. If the Customer violates this provision, it shall be liable for compensating the harm caused by such actions to the Company, its affiliated parties, relevant data subjects, and entities with relevant rights to the data, and shall bear full responsibility.
2. The Customer undertakes that it will not attempt to obtain relevant personal information through illegal means or in ways that compromise the security rules of the Company and the Platform, in violation of the Data Protection Requirements.
3. The Customer understands and undertakes that, to comply with the provisions of the Data Protection Requirements and based on the purpose of protecting the security of relevant personal information, relevant technical measures (such as encryption technology, etc.) shall be taken during data transmission and processing to ensure the security of personal information. The Customer undertakes that it will actively cooperate with the Company to process relevant personal information in a form that complies with the Data Protection Requirements.
4. The Customer undertakes that it possesses the necessary organizational management systems and technical measures as stipulated by the Data Protection Requirements to ensure the security of personal information. If a personal information security incident occurs or is likely to occur (referring to the leakage, destruction and damage, alteration, loss, unauthorized access and processing of personal information, and the resulting harm to the relevant rights and interests of data subjects), the Customer shall immediately notify the Company in writing and take effective remedial measures at the first opportunity. If such a personal information security incident is caused due to the Customer's reasons, the Customer undertakes that it will independently handle the disputes arising therefrom (including but not limited to complaints, administrative penalties, and litigation disputes), hold the Company, its affiliated parties, relevant data subjects, and entities with relevant rights to the data harmless from harm and loss, and bear full responsibility.
5. The Customer acknowledges and confirms that during its use of the services under the Master Agreement, all data and information from the Customer will be stored on servers within Chinese mainland. The Customer shall ensure that the data and information it provides comply with the relevant provisions of the local laws, regulations, and policies of the Customer.
6. The Customer undertakes that, if required by the Company/Platform, it will promptly provide the Company with all necessary information to demonstrate the Customer's compliance with the Data Protection Requirements and the processing of personal information within the scope agreed in the Master Agreement and this Commitment and within the authorization scope of the data subjects. The aforesaid necessary information includes but is not limited to: the Customer's data security capability and Personal Information Processing. The Customer 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 Customer's data security and processing, and the Customer shall actively assist the Company in doing so.
7. In the event that the cooperation period of the Master Agreement expires or the cooperation between the Customer and the Company is terminated for any other reasons, the Customer agrees to delete or destroy all Personal Information obtained from the Company/Platform, including original and backup data. The Customer shall warrant that the deleted data cannot be recovered using technical means or measures.
8. If the Customer violates this Commitment, it shall be deemed a material breach of contract and/or infringement. The Company has the right to require the Customer to compensate for all losses suffered by the Company, its affiliated parties, data subjects, entities with relevant rights to the data, or third parties, and has the right to unilaterally suspend or terminate the Customer's placement demands and any cooperation with the Customer. The Customer shall bear all legal liabilities and shall be responsible for eliminating the impact and resolving the matter properly.
9. The Commitment will not be terminated or invalidated for the invalidation, suspension or termination of the Master Agreement or the cooperation.

Appendix II Anti-Corruption Agreement
Article 1 Definitions
For the avoidance of doubt, the meanings of the following key terms in this Agreement are as follows:
Entity: refers to various types of companies, enterprises, institutions, organs, groups, and organizations, including government organs, state-owned, collectively-owned, wholly-owned, private, and other types of enterprises, institutions, and organizations.
State institution: refers to: (1) national or local government of a country and its related organs, departments, branches, councils, and committees, as well as judicial organs; (2) associations, organizations, commercial institutions, or enterprises owned or controlled by the subjects listed in the preceding (1); (3) political parties; and (4) international public organizations.
State personnel: refers to: (1) officials and staff of central and local governments at all levels, state institutions, and their related departments or units; (2) persons who engage in public service or exercise public functions in an official capacity on behalf of a state institution; (3) persons engaged in public service in state-owned enterprises, institutions, or people's organizations, and persons assigned by state-owned enterprises or institutions to non-state-owned enterprises, institutions, or social groups to engage in public service; (4) political party officials and candidates for political office; (5) staff of international public organizations; and (6) members of royal families (where applicable).
Related party: refers to the Customer's shareholders, directors, supervisors, senior management personnel, employees, and other subjects acting on behalf of any of the foregoing (e.g., authorized agents, intermediaries, contractors, subcontractors).
Conflict of interest: refers to a situation where the Customer or its related party, due to a specific relationship of identity or an interest of an economic nature with the Company and its affiliated companies, their shareholders, directors, supervisors, senior management personnel, employees, or persons of influence over them, may cause damage to the interests of the Company and its affiliated companies in the relevant cooperation.
Article 2 Anti-Bribery
The Customer understands and shall consistently comply with all applicable anti-corruption laws and regulations. Before and during the cooperation under this Agreement, the Customer, its affiliated companies, and related parties have not and shall not directly or indirectly:

• Offer, promise, approve, or authorize any property or other benefit to any entity or individual in order to: (1) influence any official decision or act of any entity or individual; (2) improperly obtain or maintain any business opportunity or competitive advantage; or (3) obtain any other improper benefit; or
• Solicit or accept any rebate, kickback, unconventional business entertainment, or other improper benefit from any employee of the Company and its affiliated companies, or any other entity or individual related to the cooperation.

Article 3 Conflict of Interest
Before and during the cooperation under this Agreement, the Customer, its affiliated companies, and its related parties have not and shall not have any conflict of interest with the Company and its affiliated companies, including but not limited to: (1) the Customer, its affiliated companies, or their related parties providing loans in any form to employees of the Company and its affiliated companies, or persons of influence over them (e.g., their spouses, close relatives, interested parties); (2) personnel of the Customer, its affiliated companies, or their related parties being incumbent employees of the Company and its affiliated companies, former employees of the Company and its affiliated companies who left within one year, or persons of influence over employees of the Company and its affiliated companies, and participating in business dealings with the Company and its affiliated companies; (3) allowing employees of the Company and its affiliated companies or persons of influence over them to hold equity in the Customer, or having it held by a third party on their behalf, during the cooperation (excluding holdings of less than 0.1% in a listed company or shares held through funds or trusts over which the individual has no actual control).
The Customer has the obligation to promptly disclose known or potential conflicts of interest to the Company and its affiliated companies, and cooperate with the Company and its affiliated companies in taking appropriate measures to eliminate any adverse impact such conflicts of interest may have on the cooperation between the parties.
Article 4 Compliance Audit
During the cooperation period and for five (5) years after the rescission or termination of the cooperation, the Customer shall retain all books and financial records related to the cooperation. The Company has the right to copy and retain such records or documents. The Customer shall implement internal control measures to ensure the accuracy of financial statements and transaction information, and reflect all activities and expenses related to the cooperation in its financial records.
If the Company has reasonable grounds to believe that the Customer, its affiliated companies, or its related parties have violated the terms of this Agreement during the cooperation period, the Company has the right to audit the Customer's records related to the cooperation by itself or by entrusting a professional third party, including but not limited to on-site visits, reviewing relevant books and financial records, reviewing relevant transaction documents and records, and interviewing relevant personnel. The Customer shall actively assist and cooperate with the Company in conducting the audit and shall not refuse the audit, conceal information, or provide false information.
Article 5 Reporting
If any violation or attempted violation of this Agreement is discovered before the signing of this Agreement or during the cooperation period under this Agreement, the Customer shall report it to the Company's dedicated email address (lianjie@bytedance.com) or immediately inform the Company. The Company shall keep the identity of the whistleblower and their reporting activities confidential.
For truthful and valid reports, after the reported incident is verified, the Company will, based on its internal policies and the specific circumstances of the reported incident, reward the whistleblower with an amount ranging from RMB 10,000 to RMB 1,000,000.
Article 6 Liability for Breach of Contract
If, before the execution of this Agreement or during the cooperation period under this Agreement, the Customer, its affiliated companies, or its related parties commit any act of non-compliance or partial non-compliance with the aforementioned terms, fail to actively cooperate with or intentionally conceal relevant information during the Company's investigation, or if the Company has reasonable grounds to believe that the Customer, its affiliated companies, or its related parties pose a risk of violating these terms—including but not limited to failing to fulfill notification and disclosure obligations, refusing to cooperate with audits, having significantly inaccurate financial records, or engaging in material misrepresentation or (suspected) bribery—then such conduct shall constitute a material breach of this Agreement. The Company and its affiliated companies shall have the right to: (1) immediately unilaterally terminate this Agreement by notice without paying any amounts related to this Agreement, and the Customer shall also pay the Company 30% of the total contract value involved as liquidated damages (if relevant laws and regulations stipulate a higher percentage, such higher percentage shall apply). If the aforementioned liquidated damages are less than RMB 100,000 or if the liquidated damages are difficult to calculate, the amount shall be RMB 100,000. The Company and its affiliated companies have the right to directly deduct the liquidated damages payable by the Customer from the contract payments; (2) place the Customer, its affiliated companies, and its related parties on a blacklist, and completely prohibit or partially restrict all or part of their current and future cooperation with the Company and its affiliated companies, including but not limited to cooperation under this Agreement; and (3) announce and publicize the breach of contract by the Customer, its affiliated companies, and its related parties through channels other than the Company and its affiliated companies.
The Customer, its affiliated companies, and its related parties shall bear full liability for violating this clause. If the Company and/or its affiliated companies incur any losses, damages, claims, or penalties due to the Customer, its affiliated companies, or its related parties violating any terms under the Agreement, the Customer shall compensate the Company and its affiliated companies, safeguard their interests, and hold them harmless from any liability. The Company and its affiliated companies reserve the right to pursue civil and/or criminal liability against the Customer and its directly responsible individuals.

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