Thank you for choosing the Data Promotion Service provided by Ocean Engine (hereinafter referred to as "the Company"). Please carefully read and fully understand the following terms and conditions before accessing the Data Promotion Service through the Ocean Engine Data Promotion Platform, especially those that exempt the Company's obligations, limit its liability, or impose additional obligations on the Client before deciding to accept or refuse the terms and conditions. Upon the Client's acceptance of the "Ocean Engine Data Promotion Service Agreement" (hereinafter referred to as the "Agreement"), the Client shall be obligated to comply its terms and conditions and the rules and guidelines of the Ocean Engine Data Promotion Platform.
I. Definitions
1. Client: any entity or individual meeting the promotion conditions pursuant to law, pays the Data Promotion Service Fee under this Agreement, and uses the Ocean Engine Data Promotion Service, including without limitation advertising agencies and advertisers.
2. Advertising agency or agency: any service provider that requests the Ocean Engine Data Promotion Service from the Company as requested by advertisers and pays the promotion Service Fee directly to the Company. The advertising agency and its advertisers shall negotiate and resolve any disputes that arise independently and the Company shall not be held liable for such disputes.
3. The Ocean Engine Data Promotional Service or this Service: any service for displaying Client content materials on web pages, interfaces, or other locations hosting client applications, websites, and mini-programs, along with other partnered online platforms (hereinafter referred to as the "Online Traffic Platform") operated by Company affiliates, and made available or will be made available by the Company, as well as any other related services and functions. The "Data Promotional Service" referred to in this Agreement may include one or a combination of the following items:
(1) Publish advertisements for the Client's products in forms including without limitation graphics, text, video, and audio on the Online Traffic Platform;
(2) Content published on the Online Traffic Platform describing, introducing or promoting Client products, primarily in text form;
(3) Network/download link addresses provided by the Client and published on the Online Traffic Platform. Any users of the Online Traffic Platform may click on the link to access to the relevant page and view or use specific services, products or download APP products. The Client shall be liable for legality of the target pages accessible to users via the link, as well as the content and eligibility of any products downloaded;
(4) Paid search services for promoting products, services or other objects;
(5) Other data promotion services for promoting the Client's products.
4. The Data Promotional Platform or Platform: the Ocean Engine Platform legally operated by the Company or the Company's affiliates, as well as any other Platforms subsequently created which provide specific types of data promotional services, including data promotion and providing cost statistics, data queries, analysis, material management, and other services (subject to each Platform's own service provisions).
5. Promotion Service Fee: any fees and expenses paid by the Client to the Company for data promotion services. The Data Promotion Service Fee is prepaid to the Company before the provision of the service under this Agreement. The Service Fee shall be billed upon advertisement publication and the corresponding amount shall be deducted from the prepayment until the prepayment is fully applied. The Client shall renew their subscription in a timely manner to ensure their continued use of this Service. The Company shall not be held liable if the Client's promotional content goes offline due to the Client's failure to renew on time, and the Company shall be entitled to terminate this Agreement. There is no upper limit for a single Client prepayment or renewal. The minimum amount shall be determined and announced by the Company. The Company shall have the right to adjust the minimum amount at any time based on business conditions and shall promptly notify the Client of such.
6. Technical Service Fee: any fees paid by the Client to purchase advertising account technical support services provided by the Company, including without limitation account opening, data statistics, inquiry and settlement, professional consultation on online promotion services, online marketing strategy consultation, and daily technical maintenance of accounts and other services. The Technical Service Fee shall be charged based on the number of advertising accounts set up by the Client on the Platform. Different types of advertising accounts shall be subject to different charging rates and policies as displayed by the Company on the Platform page or in regular announcements, messages or emails to the Client. The Technical Service Fee shall be paid in a lump sum and will be deducted from the first payment for the Platform account made by the Client. The Technical Service Fee may be refunded if the advertising account set by the Client does not generate any advertising impressions; the Technical Service Fee cannot be refunded to the Client upon the occurrence of advertising impressions.
7. Platform rules: The Client shall comply with and abide by the Platform rules while using Ocean Engine data promotion services, including without limitation advertising management rules, advertising review rules, and agency management rules as well as any policies, rules, guidelines or notices related to the Service issued by the Platform.
8. Promotional Content/Content Material: the keywords and website data received from the Client and digital content designed and produced by or commissioned by others pursuant to law, which is used in promoting the Client's brand and its production or authorized sale of products and/or services, including but not limited to pictures, text, video, audio, music, FLASH, and live broadcasts. Content material also includes target pages.
9. Target page: any page connected to the link contained in the content material, i.e., pages which users access or are re-directed to after clicking the content material.
10. Self-produced programs and specific events: any videos, movies, TV shows, variety shows, and sports events or lives, or live parties filmed or produced by or on behalf of the Company and/or its affiliates, or those in which commercial elements may be embedded.
II. Confirmation and Acceptance of the Agreement
The Client must fully agree to all the terms and conditions of the "Ocean Engine Data Promotion Service Agreement" (the "Agreement" and its subsequent updated versions) published by the Company at https://ad.oceanengine.com/overture/account/agreement/,and personally complete registration procedures or authorize an agent to do so. The Client's use of the Company's Data Promotion Service will be deemed as the Client's acceptance of all content and terms/conditions of this Agreement and its subsequent updates.
III. Application for the Ocean Engine Data Promotion Service
1. The Ocean Engine Data Promotion Service is a paid service. The Client shall upload and submit corresponding materials and complete public verification through the process and requirements of the Data Promotional Platform (Ocean Engine Ark Platform address: https://agent.oceanengine.com/, Ocean Engine Advertising Releasing Platform address: ad.oceanengine.com/ ). The authenticated mobile phone number or mailbox that the Client opens the data promotion account can be used to receive the data promotion platform system information and identity verification information. The Client confirms that the authenticated mobile phone number or mailbox has the right to handle all matters related to this service on behalf of the Client and has the right to sub-license.
2. The Client understands and agrees that the Company is entitled to decide whether to accept the Client's application in compliance with national law and policies. The Client may use the Service in compliance with provisions hereof only after the application to open an account has been approved, and the content materials to be promoted have been reviewed and approved.
IV. Ocean Engine Data Promotion Service items
1. The Ocean Engine Data Promotional Service includes both bid and non-bidding services. Fee charging methods for bid services include without limitation CPC (OCPC) (fees charged based on the number of clicks on advertisements), CPM (OCPM) (fees charged for each advertisement display), and other methods (please log in to the Platform for more details). After logging into the Platform, the Client can choose, set or operate the bidding service according to the rules and operational guidelines of the Platform. After the service begins, once the Client's bid meets the Service's conditions for the transaction, the Client's promotional content will start to be displayed on either specific or unspecified pages, interfaces, or locations. The Client agrees that no matter what charging method is adopted, the Company does not make any express or implied commitment to any promotional effect due to the Client's use of the Service, nor to any influence on the Client's sales volume, business performance, and investment income for its products or services.
2. The Client acknowledges and agrees: Client promotional content will be mainly published based on the media or scenario selected by the Client when the Client selects its preferred media or preferred scenario on the Data Promotion Platform. Moreover, in order to provide the Client with better data promotion services, the Platform may optimize the content and format of the Client's promotional content and intelligently expand the same to other traffic scenarios. Clients may contact sales staff at any time if they have any objections or doubts about the above advertising methods.
3. The Client acknowledges and agrees that the Platform has implemented different data promotion rules (such as different subject types, material specification standards, and promotion industry categories) based on its business strategy, and user maintenance, and shall filter or screen any materials submitted by the Client based on these rules. Additionally, the Platform shall regularly adjust the content material size and format requirements, placement and form, and data promotion methods to optimize data promotion services.
4. The Client shall follow the Platform's prompts to place an order for data promotion services. The Client must carefully read and abide by the Platform operating rules, assume liability for its own operations, and shall not deny the effectiveness of its operation for any reason.
5. The Client shall submit its bid pursuant to the Platform rules and prompts if it participates in real-time bidding. If the bid is accepted successfully, the Company may deduct the corresponding amount from the Promotion Service Fee paid by the Client at the closing price until the Client's Promotion Service Fee is completely used up or the Service for the Client has been fully fulfilled.
6. The Client may decide whether to renew within the term of this Agreement after the Promotion Service Fee paid is used up. The Company may accept or refuse the Client's renewal and terminate the provision of data promotion services to the Client at its own discretion. Then the collaboration between the Parties will terminate if the paid Promotion Service Fee is used and not renewed by the Client or the Company decides not to accept the Client's renewal.
7. Special conventions for advertising in self-produced programs
(1) The interests of the Client will be reflected any self-produced programs and specific events (specific interests are subject to written or email confirmation by the Parties) it displays or places content in and shall be entitled to any corresponding program interests in the Company's self-produced programs and specific events. The form of data promotion shall be subject to the final form of self-produced programs and specific events. The Company may take the Client content materials and rights offline or replace them after the expiration of the data promotion period. Unless otherwise agreed by the Parties, the Company shall be the owner of any and all intellectual property rights for its self-produced programs and specific events. The Client shall not use the self-produced programs and specific events on other promotional or advertising channels in any form or authorize them to any third party without the Company's prior written consent or shall be liable to indemnify the Company and its affiliates against any losses.
(2) The Client shall be the owner or legal licensee of any and all intellectual property rights to the content materials provided by the Client to the Company. The Client may irrevocably grant the Company and the Company's affiliates a global, non-exclusive, and sub-licensable license to use the same in programs and specific events, promotional activities for programs and specific events, and promotional activities for the Online Traffic Platform. The Company and the Company's affiliates may modify, copy, adapt, translate, and compile such content or produce derivatives thereof. The Company shall only use the content materials provided by Client for the purposes and use agreed by the Parties, and shall not abuse or infringe upon the Client's interests or harm the Client's reputation.
(3) The Client acknowledges and confirms that in cases where its rights and interests are hurt, such as in cases of scheduling adjustments to created programs, inability to playback, or the suspension or postponement of specific activities due to reasons not attributable to the Company or factors beyond the Company's control shall not be deemed as a breach of the Agreement. The Company shall not be liable for any compensation to the Client (including without limitation compensation for errors and omissions or indemnification for losses agreed to by the Parties) and the Parties shall make a settlement according to actual incurred costs. Factors beyond control include, but are not limited to, programs, columns, and specific activities of the promotional project not having been examined and approved or permitted by relevant government authorities, changes to applicable laws, policies or government regulatory requirements during the cooperation period, or suspensions or delays to sporting events, parties and other events due to force majeure, conflicting social and public events, and government requirements or regulations, resulting in the programs, columns and specific activities failing to be launched, carried out on time, or forced to obtain government approval or undergo review after modification or extension resulting in the removal of such programs, columns and specific activities or the need for changes to be made to project content (including but not limited to changes to the host, actor, guest, director and shooting environment); adjustments to program an project adjustments caused by the rebroadcasting of major events, news, live programs, equipment maintenance, overall revisions made to the Company's or the Platform's channels, and other reasons.
(4) If offline activities are involved, the Client shall be responsible for the safety of its employees and materials, and cooperate with on-site management in carrying out activities (including but not limited to activities for property management, security, fire protection, epidemic prevention).
(5) The Client shall be liable for all losses incurred by the Company and all production costs for created programs and specific activities shall be borne by the Client if the cooperation over promotion of created programs and specific activities is suspended or terminated in advance due to the fault of the Client, including but not limited to the Client unilaterally canceling the cooperation, and the Client and/or the Client's employees (including but not limited to the Client's senior executives and spokespersons) becoming involved in illegal activities or scandals or engaging in unethical behavior, and if the Company judges that continued cooperation will affect the reputation of the Company or the Platform.
V. Review of Data Promotion Service Matters
1. The Client shall submit the Content Material to the Company/Platform before the promotion begins online, based on the data promotion method, and the form and size of the Content Material shall conform to the provisions of the Company and the Platform. The Client shall also submit modified Content Material to the Company in advance if it intends to change the content to be promoted.
2. The Company will review the data promotion content and content materials submitted by the Client pursuant to applicable law and Data Promotion Platform rules.
3. The Company's review and publishing of Content Material do not lessen the Client's responsibility to guarantee the authenticity and legality of the Promotional Content, the qualifications they claim to possess, and the products or services sold and promoted by the Client. All demands and disputes arising from the Client's promotional content or its sales and promotion of products or services shall be borne by the Client. The Client shall indemnify the Company and/or its affiliates in full for any losses (including but not limited to third party claims, compensation paid in advance, or penalties imposed by state authorities.) incurred as a result. Under such circumstances, the Client shall not refuse to assume liability for compensation in accordance with this Agreement on the basis that the Promotional Content and/or Content Material and its qualifications have been reviewed by the Company or provided by third parties.
4. Once the Company finds that the Client's promotional content or the Client's sale and promotion of products or services are prohibited by laws and regulations or are very likely to result in violations of laws and regulations, or that there has been a serious violation of social order and ethical practices (regardless of whether it falls within the scope of the Company's responsibility to review and/or whether or not the promotional content has been published), the Company has the right to stop promotion immediately and require the Client to make modifications within 2 natural days upon receipt of written notice from the Company; the Company shall have the right to refuse to publish or refuse to continue to publish promotional content before the Client makes the modifications required by the Company, and the Company shall not bear any responsibility for the delay, suspension or termination of promotion and publication as a result. The Company may unilaterally cancel or terminate this Agreement or require the Client to pay the Data Promotion Service Fee accrued during the delayed advertising period if the Client refuses to correct or delays correction of the promotional content, adversely impacting the normal development of the Company's data promotion business operations. The Company may immediately terminate the Data Promotion Service without constituting a breach of contract if it discovers that the Client and/or the Client's affiliates (including without limitation the Client's executives and spokesman) are reported to have conducted illegal acts, been involved in public scandals, or engaged in other unethical behavior and have been investigated by the competent authorities. The Client shall fully indemnify the Company against any losses suffered therefrom (including without limitation third-party claims or penalties imposed by state agencies).
5. The Client shall conduct self-censorship on the data promotion content to be placed pursuant to the requirements any laws and regulations issued within the territory of the People's Republic of China and with a high degree of care to avoid any legal violations in the data promotion content to the greatest extent.
6. The Company may regularly amend data promotion review guidelines, industry access regulations, data promotion guidelines, and specific industry security deposit requirements pursuant to changes in applicable law, national policies, and the market environment based on the Company's business strategies and needs. The Company shall inform the Client of any amendment to the above guidelines and requirements via the Platform, announcements, internal messages, email notifications, or other reasonable methods. The Client shall immediately modify or amend any relevant documents based on the adjusted guidelines and requirements and submit such to the Company for review or immediately cease the Data Promotion Service and notify the Company in writing to terminate this Agreement if the Client's Data Promotion Service no longer fulfills the Company's amended guidelines and requirements. The Company may refuse to place or refuse to continue placing any nonconforming data promotion content without assuming liability should the Client fail to immediately cease using the Service or is unable to fulfill the modified or amended requirements.
VI. Promotion Data Statistics
1. Both the Client and the Company acknowledge that all data under this Agreement (including without limitation advertising location, time, page views, and clicks) is tracked by the Company and used as the basis for payment. The Company warrants the objectiveness and truthfulness of its statistical data.
2. The Client may only monitor and track the Service data and data promotion types and resources opened by the Company should the Client request a third-party data statistics service agency to perform data statistics. The Client and the third-party data statistics service agency (as so requested and satisfying the conditions under this agreement) shall be obligated to keepany information learned during the data statistics and monitoring process strictly confidential and shall take any necessary management measures and technical means at the average industry level or above to protect information and keep data secure. The information shall not be applied for any purposes other than those agreed in this Agreement.
3. If the Client chooses to use a third-party data collection institution for its data, it may select this third party from out of the data collection institutions known to this Company. The Platform has the right to adjust, reduce the role of or change the third-party statistics institution, and will notify the Client if it does so. The Client shall follow the data and monitoring rules provided by the Company before beginning data promotion.
VII. Rights and Obligations of the Company
1. The Company will provide the corresponding services to the Client based on the service items and billing options selected by the Client.
2. The Client acknowledges and agrees that the Company may take one or more of the following measures if it becomes aware that the Client's data promotion content has violated this Agreement:
(1) The Company may determine whether the Client's content will be used for the Service or continue to be used for the Service pursuant to the above regardless of whether the Company has notified or prompted the Client in advance;
(2) The Client may be required to provide materials to prove the legality of its conduct;
(3) The Company may take any data promotion content submitted by the Client offline or take other measures to block such;
(4) The Company may suspend or terminate the Client's account and publicize Client's improper or illegal conduct;
(5) The Company may investigate the liability of the Client;
(6) The Company may take other measures it deems appropriate.
The above measures taken by the Company shall not be deemed as any warranty or guarantee made by the Company for the legality and compliance of the Client's Promotional Content, nor shall the Company assume any joint liability for the Client or the Client's behavior in using the Data Promotional Service. The Client shall be independently responsible for its violation of laws and regulations or other illegal acts.
3. Unless otherwise agreed to, the Company shall not pay any fees to the Client for the Company's rights and interests under this Agreement.
4. The Company and its affiliates shall be responsible for the development, operation and maintenance of this Service and Data Promotion Platform, and shall do their utmost to maintain the continuity and stability of this Service and Platform. However, the Client understands and accepts: that the Client, Company, or the Company's affiliates shall not be liable for its delay or failure to perform of its obligations, whether in whole or in part, arising from any force majeure or changes in circumstances, provided that it takes prompt measures to minimize any losses caused by force majeure or changes in circumstances. Force majeure includes without limitation government regulations, national policy adjustments, terrorist attacks, hacker attacks, system vulnerabilities, natural disasters, public emergencies, wars, power outages, technical adjustments in the telecommunications sector, technical failures, and virus attacks. The following matters shall be deemed as changes in circumstances under this Agreement:
(1) Server shutdown. The Company may suspend the provision of Platform data promotion services without notifying the Client should any of the following occur:
i. Unavoidable events caused by non-human factors such as maintenance and overhaul of emergency service equipment.
ii. Basic telecommunications service failure.
iii. The termination of the line service to the Platform.
The Company will notify the Client within 36 hours of the occurrence of any of the above circumstances.
(2) The Company's servers are temporarily unable to operate normally due to illegal attacks on Company servers and cannot be restored to serviceable or usable condition after the Company has made its best efforts to repair such.
(3) Other major changes in objective circumstances occurring after the execution of this Agreement that were not foreseeable by the Parties at the time of executing the Agreement or caused by force majeure.
Either party may unilaterally terminate or cancel this Agreement in advance through written notice if the force majeure event or such change in circumstances lasts for 20 consecutive days or a total period of over 30 days within the term of this Agreement.
5. The Client understands and agrees that in order to provide the Service and comply with laws and regulations, the Company has the right to save the Client's information (including without limitation the Client's registration information, data promotional information, promotion website/web page and other information) on servers belonging to the Company or its affiliates. The Company collects, stores, and uses the Client's information to the extent permitted by laws and regulations. The Client agrees that the Company shall be entitled to use any of its information that has been legally stored for upgrading the Company's promotional service system, sampling tests, and updates. The Company may use or disclose any legally stored client information in compliance with the requirements of competent authorities and any effective petitions from third parties for the purpose of protecting the rights of web users and creating an Internet business environment that advocates for integrity. If the Client provides contact information on the Platform, it is deemed to have agreed to receive commercial information from the Platform, and the Platform may contact the Client using this contact information in order to improve the service quality of the Company. The Company may organize and analyze relevant service data and use it to further optimize or expand this Service in order to more effectively provide this Service to the Client and other users; the Company may also collect, use, publicize, and promote the Client's Promotional Content as a sample of its services, or showcase such cases on the Platforms agreed to in this Agreement and the Ocean Engine advertising platform to enhance the client service experience, improve client service quality, fulfill the Client's requirements, optimize products and services, and add to its case library of Promotional Content. Additionally, the Company has the right to select and enter the Client's Promotional Content in any award evaluation activities at its own discretion. The Client warrants that the content and information provided to the Company and the Platform does not infringe on the rights of any third parties, or contain any illegal content and law violations and that such information is true and free from any defects of rights. The Client shall be deemed to have fully authorized the Company to use its content and information described above for an indefinite period of time once it clicks to confirm this Agreement online.
6. If the Client violates or is suspected of violating national laws and regulations, or the rules of the Company or the Platform, in the process of using the Data Promotional Service (including in the course of adding money to the account or releasing promotional content), the company shall have the right to suspend the Data Promotional Service and limit the Client account's access (including but not limited to restricting its ability to add money to the account or publish promotional material) and shall be entitled to terminate the Agreement after notifying the Client 10 days in advance, returning to the Client any promotional service fees which have not yet been used and are unrelated to any disputes, and emptying the grant amount. The Company shall not bear any legal liability and has no responsibility to pay compensation when exercising the above rights.
VIII. Client Rights and Obligations
1. The Client is entitled to inquire about the Service content obtained through its account registered on the Platform.
2. The account registered by the Client on the Data Promotion Platform shall only be for the Client's use. The Client is prohibited from giving, borrowing, renting, transferring or selling its account(s) in any form without the Company's written consent. The Client shall properly store the account and password registered on the Data Promotion Platform, keep the account and password secure and confidential, and assume all liability for any acts performed using the Client account. The Client shall be fully liable for any consequences arising therefrom if the account is stolen or the password is lost due to improper storage by of the Client or other force majeure. The Client may follow the Company or Platform complaint channels to promptly request the retrieval of its account or password if the account is lost or the password is forgotten. The Client understands and acknowledges that the Company or Data Promotion Platform password retrieval system only needs to identify the consistency between the information filled in the complaint sheet and the system record data, and has no obligation to identify whether the complainant is the user entitled to use the account.
3. The Client understands and agrees that the Company may re-verify the identity of the client account logging party and other information based on the Data Promotion Platform operation process if the Client account has not been logged in or used for a certain period of time in order to protect the security of the account and the Client's rights and interests. The Company may disable all accounts registered and opened by Client on the Data Promotion Platform and revoke the applicable permissions after this Agreement is canceled or terminated.
4. The Client shall ensure the authenticity of its account and other financial information and consistency with the contracting parties to this Agreement. If the financial information provided by the Client is false or inconsistent, the risk arising therefrom shall be assumed by the Client, and the Company shall not be held liable. The Client shall indemnify the Company against any losses suffered therefrom.
5. The Client shall hold all necessary rights to the promotional content and the Content Material created and submitted by itself. The promotional content and Content Material of the Client must be authentic and legal, and may not constitute fraud, deceive or mislead consumers, violate any laws, regulations, rules, or ethics, be suspected of constituting or constitute acts of unfair competition, or infringe on any third party interests (including but not limited to copyright, trademark, patent, and other intellectual property rights infringements, infringements of personal rights or other legal rights and the interests of others), and shall comply with laws and regulations, as well as the rules and policies of the Platform. The Company otherwise has the right to refuse to publish false or illegal content.
6. The Client shall not arbitrarily add links, buttons, QR codes, or other paths which allow users to download applications. The Client shall obtain the Company's permission in advance and upload the necessary request documentation through the Company's designated request management center, add download links to such in a manner permitted by the Data Promotion Platform, and clearly inform users of the five app elements (app name, version, developer name, permissions, and privacy policy) if the Client wishes to add application download links or paths that allow users to download applications. The app content shall match the app information provided, and there should be no circumstances that mislead or falsely cause users to download applications. Otherwise, the Company is entitled to reject the marketing of the Client's content, immediately remove the published content and require the Client to assume the liability provided in this Agreement.
7. The Client warrants that it will complete qualification authenticity verification as required by the Company and the Platform or the Company shall be entitled to refuse the Client's account registration application and/or suspend or terminate the Data Promotion Service without assuming liability for breach of contract. The Client shall be fully liable for any qualifications submissions that infringe upon third party rights and shall indemnify the Company against any losses suffered as a result.
8. The Client shall assume sole liability if the data promotion content and/or Content Material it publishes violates any laws, regulations, terms, or Platform and Company guidelines, or infringes upon third party legal rights. The Client shall indemnify the Company against all losses suffered due to the above (including without limitation for indemnification to paid third parties by the Company, fines paid to national authorities, litigation fees, and reasonable attorney's fees).
9. The Client shall provide the appropriate documentation to fully prove the legality of the data promotion content and its source of rights pursuant to Company instructions should the Company have any doubt about the legality or source of rights of the data promotion content.
10. The Company shall provide the Client with a statistical system for service data inquiries that the Client may use to query appropriate Service use data. Service data (hereinafter referred to as the "Service Data") generated through the Data Promotion Platform belongs to the Company and shall be deemed trade secrets owned by the Company. The Client shall not use the Service Data beyond the scope agreed upon in this Agreement, nor shall it disclose or divulge the same to a third party without the Company's prior written consent.
11. The Client acknowledges and confirms that the Company may view the data and advertising content published by the Client account and collect advertisement exposure and display data when investigating advertising compliance, identifying and penalizing violations, analyzing and optimizing data advertising services, providing this service, and conducting risk controls and internal Company audits.
12. The Company shall not be liable for any disputes or disagreement arising from the purchase of goods or services by a third party due to Client Promotion Content, and the Client shall independently resolve any such disputes or disagreements. The Client shall fully indemnify the Company against any losses incurred should the Company pay any consumer indemnification in advance based on consumer complaints or authority requirements.
13. The Client understands and agrees that it shall top up Data Promotion Service Fees through official Data Promotion Platform channels to avoid any unauthorized use of fund accounts by unofficial top-up channels. The Company/Data Promotion Platform is entitled to initiate an investigation of the Client and impose restrictions upon its account (including without limitation restricting top-ups, restricting publication, freezing balances, and account closures) should it discover or reasonably suspect a Client to have topped up through unofficial channels based on reports, law enforcement or regulatory agency notices, risk control system monitoring, or information from third parties. The Client shall actively cooperate with any investigations conducted by the Company or law enforcement and/or regulatory agencies. Based on its discovery and determination from existing information or applicable law, the Company is entitled to deduct any indemnification paid to third parties for losses suffered from the Client's account and the Client shall be liable to make up the difference should their account balance be insufficient to fully indemnify such losses.
14. If the Client uses a digital signature to execute a contract/agreement with the Company, it shall ensure that the information, documentation, signature, and seal submitted through the Company Platform are authentic and valid. By doing so, it authorizes the Company to transfer the information and documentation submitted by the Client to a third-party electronic signature platform for a review pursuant to the third-party electronic signature platform requirements, and request the electronic signature and seal of the contract once approved. The Client shall be liable for any failed requests and the inability to sign and seal the electronic contract due to any false or invalid information or documentation submitted.
15. Under this Agreement, the Client shall indemnify the Company and/or its affiliates against rights protection expenses incurred by the Company and/or its affiliates to exercise their rights, including without limitation investigation fees, travel expenses, attorney's fees, court costs, preservation and preservation fees (or preservation insurance) should the Client breach this Agreement and cause the Company and/or its affiliates and Platforms to suffer losses, in addition to assuming the breach of contract liability specified in this Agreement. The Company has the right to directly deduct any stipulated damages, indemnification, rights protection expenses, and losses payable by the Client from the Client's data promotion account cash balance, and the Client be liable to make up the difference should such balance be insufficient to make up for the losses.
IX. Refund
1. Refund: The Client may request a refund of any remaining cash in the data promotion account (equal to (i) the sum of (a) the Client's advance payment and (b) all renewal payment, minus (ii) the total amount of all promotion service fees incurred and fees deductible), subject to the following conditions being met:
(1) Terminate Ocean Engine Data Promotion Service;
(2) Complete the refund application documents in compliance with Platform and Company requirements;
(3) All obligations and matters are fully performed and concluded, including without limitation indemnification for regulatory violations, breach of contract, or complaints;
(4) The non-cash portion (including without limitation grants) in the data promotion account is non-refundable;
(5) The technical service fee will not be refunded unless the Client's data promotion account does not generate any advertising consumption. The technical service fee will not be refunded if the Client generates advertising consumption.
(6) The Client shall cooperate in returning the issued receipt pursuant to tax laws or provide the "Information Form for Issuing Negative Special Value-Added Tax Invoices" containing the amount of application for refund if a receipt has been issued for the amount in the Client's refund request.
2. The Client shall actively submit a written refund request to the Company, read and agree to the Notice before Refund, and submit refund information and confirm the termination of the Service in this agreement in compliance with the Company and system requirements.
3. The Company shall refund the refundable amount to the Client's designated account within 30 working days of receiving the Client's information and confirming that it is correct. The Company shall promptly notify the Client if the refund needs to be delayed due to special circumstances. The Company shall not be held liable for any failure to refund due to incorrect account information submitted by the Client.
X. Complaints Resolution
1. If the Client's promotional activities, Promotion Content or promotion products or services: (1) infringe upon third party legal rights; (2) or there is substantial evidence to prove the existence of material suspicion of the above infringement; (3) the Company has received true and reasonable complaints against such promotion and promotion products or services (including without limitation complaints, letters, media reports and other reports accusing the Company of infringement, lawsuits filed against the Company, and reports filed with the competent authorities), the Company shall be entitled to rescind this Agreement or suspend the publication and require the Client to indemnify it against all losses caused by any of the above circumstances. Any disputes arising from the Client's products or services shall be resolved by the Client and all liability assumed by the Client. The Client shall fully indemnify the Company against any losses suffered should an infringement or legal violation by the Client cause the Company to indemnify any third party or receive penalties from national authorities. In any of the above cases, the Client shall immediately modify the data promotion content and/or the suspected illegal content on the website and provide the Company with valid documentation proving such should the Company decide to continue performing this Agreement. The Company resuming the performance of this Agreement shall not exempt the Client from any liability for breach of contract under this Agreement.
2. The Client agrees that the Company may provide any Client information (including without limitation Company entity information and data promotion information) to any competent agencies or third parties should it become the subject of an investigation or complaint from a third party due to the Client's data promotion content and/or Content Material and the Client's sales and promotion of products or services, or Client complaints against another third party. Moreover, the Client shall cooperate with the Company during the resolution of any of the above investigations, complaints, or disputes.
3. The Client shall provide a counternotice and prima facie evidence as required by the Company as proof that its Promotional Content does not constitute infringement should a third party claim that the Client's Promotional Content infringes upon its legal rights, and the Company shall be entitled provide the documentation provided by the Client to the third party. If the Client refuses to provide evidence or provides insufficient evidence to prove that there is no infringement, the Company shall be entitled to rescind this Agreement or suspend the publication and require the Client to indemnify the Company against any losses suffered as a result.
XI. Confidentiality and Intellectual Property Rights
1. Any information known or learned by one Party about the other Party for the execution and performance of this Agreement shall be deemed as proprietary information of the other Party. The Parties shall keep any proprietary information confidential and shall not disclose the same to any individual or entity without the prior written consent of the other Party, except for information whose disclosure is otherwise required for regular performance of the obligations under this agreement or otherwise provided by national law.
2. The Parties are obligated to keep confidential the specific content of this Agreement. Neither party shall disclose the collaboration between the Parties or the specific content of this Agreement to any third party (except Company affiliates and partners) without the prior written consent of the other Party.
3. The Client and its affiliates shall not use any names, trademarks, trade names, brands, domain names, and websites of the Company and/or the Company's affiliates and the Online Traffic Platform in their marketing, business cards, documents, websites, external publicity, or otherwise without the Company's written authorization, nor shall they disclose the matters related to the collaboration with the Company and any disclosure or use of such will be deemed as infringement under this Agreement. Should such disclosure occur, the Company may suspend or terminate this Agreement and require the Client to take remedial measures (including without limitation discontinuing its use and going offline), publicly announce the Client's breach of this Agreement, and require the Client to indemnify the Company and its affiliates against any losses suffered.
4. Unless expressly agreed by the Parties, the execution and performance of this Agreement shall not result in the assignment of intellectual property rights originally belonging to the Parties.
5. The Company or its affiliates shall have the title to and intellectual property rights of the Platform, Online Traffic Platform, interfaces, content, and names pursuant to law, and such intellectual property rights shall not be assigned in any way under any circumstances under any circumstances.
6. The termination, cancellation, revocation, or invalidity of this Agreement shall not affect the validity of this Clause and its binding force on both Parties.
XII. Disclaimer
1. Based on the overall interests of the market and business needs, and in order to provide better data promotion service, any adjustment, restriction, change, or removal of the data promotion service, service content, service mode, layout, and page design under this Agreement resulting from Online Traffic Platform, data promotion review and platform rule changes requirements, Company and Platform adjustments, user experience, advertising quality, and other reasons shall be deemed reasonable changes. The Company shall not be liable for breach of contract should it be unable to provide the data promotion service as agreed upon in this agreement or due to any of the above changes.
2. The Client understands and agrees that: the Company and its affiliates may regularly or occasionally overhaul, maintain, upgrade, or otherwise optimize the Platform, the Online Traffic Platform or related equipment to provide the Client with better services, which may cause related services to be interrupted or suspended for a reasonable time. The Client agrees to waive the right to claim against the Company and the Company's affiliates should such interruption or suspension causes any losses to the Client.
3. In the case of any incidents, events or circumstances including without limitation; the requirements of the authorities, public incidents, media reports or major milestones, the Company shall have the right to adjust, suspend or terminate the data promotion services under this Agreement at the time of the incident without assuming any liability.
4. After the Company provides data promotion service as agreed herein, the failure of the Promotion Content of the Client to be displayed on user network devices due to user computers, mobile phones, or other network devices, users independently configuring their network devices, client applications, websites, and mini-programs, or the promotion service provided and what is agreed upon in the Agreement differ due to hardware, software, or network configurations independently provided by the Client or other reasons shall not constitute a breach of contract by the Company, and the Company shall not be held liable for such.
5. The Client acknowledges and agrees that the service is provided on an "AS IS" basis, based on the technologies and conditions currently available. To the best of its abilities, the Company will make every effort to provide consistent and safe services to the Client; but it does not warrant that the service is free of any flaw or defect, or that any legal, technical and other risks are foreseeable and preventable at any time. This includes without limitation any service interruptions, data loss and other losses and risks arising out of force majeure, viruses, trojan horses, hacker attacks, system instability, system vulnerabilities, system failures, third-Party service defects, government actions and other reasons. The Company shall not be deemed as the responsible Party if the following occurs: The service provided by the Company is/becomes defective and the defect is unavoidable at the industry's technical level at that time or is unforeseeable by the Company, and the Company makes every effort to make up for the loss to the Client and provide the service for the Client. The Client agrees to waive its claims against the Company for any losses of property, data or information incurred by the Client.
6. The Company may save Client's registration information and data promotion content and use it for purposes related to this service based on operational needs and legal requirements. To the best of its ability, the Company will make every effort to protect the Client's information pursuant to legal requirements.
XIII. Commitments and Warranties
1. The Company warrants that it is legally eligible to engage in Data Promotion Service and has the authority to execute this Agreement. The Client agrees that in the case of any change to the Company's business scopes, alteration to its business changes or other reasonable reasons, the Company may assign all its unfulfilled rights and obligations under this Agreement to an affiliate of the Company at any time, provided that doing so is not prejudicial to the rights and obligations of the Client. The Client shall be notified of this occurrence in writing. An affiliate of the Company refers to any entity that controls the Company, is controlled by the Company, or is in joint control of the Company. "Control" or "controlling" refers to any entity, whether directly or indirectly, owning more than fifty percent (50%) of equity, voting rights, or management control rights.
2. The Client guarantees that it has the legal authority to promote the products or services and execute this Agreement. Regardless of the ownership of the subject matter used for the Client's data promotion, the Client shall execute this Agreement and assume all liability henceforth.
3. The Client shall operate responsibly, taking necessary precautions and meeting the obligations necessary to ensure that the content promoted is legal and safe. The Client declares that it will not provide any content material containing malware, spyware or any other malicious code in the data promotion, nor violate or circumvent any laws, regulations, guidelines, or national standards.
4. The Data Promotion Platform may provide or display Promotional Content, copywriting, publishing strategy, product selection, and use cases to the Client or aggregate high-quality creatives through product features for the Client's reference (hereinafter collectively referred to as "Reference Content"). The Client acknowledges and confirms that the Data Promotion Platform or its original rights holder owns the intellectual property rights to the reference content, and the Client will not use it in any way that infringes upon the Platform or any third party's rights. The above reference content shall be used as a Client reference only and shall not be deemed or construed as any license, authorization, commitment, or warranty by the Company/Data Promotion Platform for all or part of the reference content. The Client shall decide whether to refer to the reference content as necessary. The Client warrants that it shall comply with the law when relying on and using the reference content, and shall be liable for any consequences arising therefrom.
5. The Client is required to immediately notify the Company legal department in writing should any employee of the Company or its affiliates become a Client shareholder or executive during the term of this Agreement. Otherwise, the Company has the right to terminate this Agreement at any time without assuming liability.
6. In the process of collaboration between the Parties, the Parties shall guarantee the quality of service, shall not damage the overall market reputation of the other Party, and shall not engage in other activities that damage the interests of the other Party.
7. If the Client terminates or cancels this Agreement with the Company, the Client guarantees that it shall not expressly or implicitly indicate any substantive relationship with the Company to any other Party without the Company's written consent.
XIV. Notice
1. The Company may send the Client guidelines, notices, reminders, and other information related to the Service via webpage announcements (including the Client dashboard), webpage dialog boxes, e-mail, mobile phone SMS, telephone calls, conventional mail, and internal messaging within the management system of the Service account registered by the Client (one or more of the above methods will be used). Once disclosed or sent by the Company in any of the above ways, such information shall be deemed to have been accepted and agreed by the Client and shall be binding on the Client. The Client is requested to stop using this Service if it does not accept the above methods or shall be deemed to have accepted and agreed to them. Unless otherwise provided, any notices, documents, or information delivered between Parties related to the execution or performance of this Agreement shall be an integral part of this Agreement and shall have the same legal effect as this Agreement. The Client shall update any change of mailing address, email address, or other contact information in the System back-end.
2. The date of Client receipt of any notices sent by the Company in the above manners shall be deemed as: the date on which the online announcement is made, the date on which the email enters the Client's email account, the date on which the telephone call is received, and the third working day from the date express mail is sent. In any event, the Client shall send notice to the Company by e-mail and/or express mail (the Client shall stamp such notice with its official seal). The Company shall be deemed notified on the above date. If any Party gives notice to the other Party in more than one method, the earliest date on which the other Party receives the notice shall control.
3. The Client agrees that if it does not receive the guidelines, notifications, tips and other information due to errors in e-mail, mobile phone number, mailing address and other information provided by the Client, the information shall still be deemed as received and the Client shall be bound by such. It is the Client's responsibility that the information provided to the Company is updated in a timely manner. The Client is responsible for all consequences and liability arising from this issue.
4. If the Client needs to obtain a hardcopy of this Agreement, it may log into the platform account, download and print two copies of the Agreement, affix its official or contract seal, and deliver such to the Company via express mail. The Agreement shall be valid from the date the Client clicks "Agree" online. After receiving the stamped Agreement from the Client, the Company will affix the Company's special contract seal and return a copy to the Client via express mail. The hard copy of the Agreement printed by the Client should be completely consistent with the electronic version of this Agreement. In the case of any inconsistencies, the electronic version of this Agreement will control.
XV. Term and Termination
1. This Agreement shall come into force upon the Client's online agreement and shall remain valid for an extended period, except when canceled or terminated as agreed upon in this Agreement or when legal reasons call for the cancellation or termination of this Agreement.
2. If the Client has one of the following breaches, the Company may immediately cease the data promotion or terminate the Data Promotion Service, and the promotion service fee paid by the Client will not be refunded:
(1) The Client fails to register, obtain or renew a legal and valid business license or other legally valid business licenses pursuant to law, or the identity information provided is not a correct reflection of the Client's actual information;
(2) The Client's violation of this Agreement and/or Data Promotion Service's usage rules, platform rules and other regulations has caused the Company to receive complaints from a third Party (including without limitation any complaints, letters, and media reports from any third Parties accusing the Company of infringement, any lawsuit against the Company or third party reports to competent authorities), or has caused the competent authorities to investigate or conduct an inquiry on the Company;
(3) The content and materials submitted by the Client contains any elements violating laws or public order. The content must not endanger national security, contain obscenities, misinformation, insults, defamation, involve or promote gambling, provoke intimidation or harassment, or infringe upon the trade secrets, personal rights, other legal rights and interests of any third party;
(4) After the Client's link is activated, the Client displays any content that violates current laws, regulations, and rules, by modifying the page or program linked, setting website jumps, malicious code, or embedding viruses. If the Client changes the display content of the target page without authorization, such as by changing the default products promoted by the original data to any products requiring special business licenses;
(5) In the event that the Client fails to add the download links as agreed upon in this agreement, or the added download links fails to represent the five elements information to the user, or the Content Material does not match the application information, or otherwise misleads and causes the user to download applications; or without the confirmation of the Company, the Client changes the Content Material, such as changing the ordinary products promoted by the original data to products requiring specific business qualifications, or adds or changes the download links;
(6) The Client violates the confidentiality clauses and/or the user's personal information protection requirements. The Client transfers, copies, disseminates, assigns, licenses, leaks or permits others to leak or engages in any commercial or business activities with the Company's trade secrets, software, data and other information;
(7) The Client provides any content material containing any malware, spyware or any other malicious codes in the data promotion, which infringes the legal rights and interests of the Company and/or the Company's users;
(8) The Client or its employees operate in a way that causes any damage or conflict to the Company and its affiliates' interests, goodwill and reputation;
(9) The Client conducts any activities in the name of the Company or its affiliates, without the authorization of the Company or its affiliates.
(10) The Client files a lawsuit against the Company and/or its affiliates;
(11) The Company and/or its affiliates file a lawsuit against Client;
(12) Other breaches detrimental to the Company's ability to uphold this Agreement.
3. During the term of this Agreement, the Company may terminate this Agreement by written notice to the Client without any assuming liability.
XVI. Anti-Commercial Bribery Clause
One Party shall not solicit, receive, provide, or give any benefits from/to the other Party, the other Party’s manager or other significant employees, including without limitation express rebates, kickbacks, reward for go-betweens, cash, securities, shopping cards, physical items, gifts, catering and entertainment, travel, or other non-material benefits. Otherwise, upon discovery of such, the observant Party will immediately terminate the Agreement and the business transactions between the parties. If one Party’s conduct constitutes a crime, the observant Party may request law enforcement agencies to investigate the defaulting Party for criminal liability.
XVII. Miscellaneous
1. This Agreement includes other agreements, platform rules, service usage guidelines, attached personal information protection commitment letters, and other information that the Company may occasionally publish in connection with the Service. The Company shall regularly update the above materials. The Company will notify the Client of and announce any changes to the terms pursuant to the methods provided in Section XIV Notification. Upon publication, the amended terms will replace the original clauses and immediately become an effective part of this Agreement.
2. The conclusion, execution, and interpretation of this Agreement and any dispute resolutions arising from its contents shall be governed by the laws of the mainland of the People's Republic of China. The place of signing of this Agreement shall be Haidian District, Beijing. In case of any disputes between the Client and the Company, both Parties agree to submit the dispute to the Haidian District Court of Beijing for further litigation.
3. Any clause in this Agreement found to be wholly or partially invalid or unenforceable due to violation of any laws, government regulation, or other reason shall be deemed void. However, the removal of such a clause shall not affect the validity of this Agreement and other clauses in this Agreement.
4. This Agreement may be translated into multiple languages but shall control should there be any inconsistencies.
Commitment to Personal Information Protection
Whereas, the Client plans to cooperate (or is cooperating) with Ocean Engine (hereinafter referred to as "the Company") on the data promotion service. To provide adequate protection for the personal information of involved data subjects during the cooperation in compliance with the related laws and regulations, the Client and the Company may jointly, individually or be engaged to process relevant personal information. During the aforesaid personal information processing, the Client shall fulfill the obligations of personal information protection, data security and confidentiality in compliance with the laws, regulations, rules and national standards on the personal information protection (hereinafter referred to as "Data Protection Requirements").
"Personal Information" hereunder refers to any information recorded electronically or by other means relating to an identified or identifiable natural person, excluding anonymized information. The personal information "processing" hereunder includes collection, storage, use, processing, transfer, provision, publication and deletion of personal information.
The Client hereby commits and warrants the following:
1. The Client may only process the personal information hereunder to the extent required to fulfill the Ocean Engine Data Promotion Service Agreement (hereinafter referred to as "Master Agreement") in strict compliance with the Data Protection Requirements and the principles of legality, legitimacy, necessity and integrity. During the personal information processing, the Client shall disclose the personal information processing principles, purpose, manner and scope to involved data subjects in line with the principles of openness and transparency. With a clear and reasonable purpose, only the data directly relating to the purpose shall be processed to the minimum extent. The data shall be processed within the scope of authorization of data subjects, in a manner to minimize the impact on their personal rights and to avoid their rights from being adversely impacted by information inaccuracy and incompleteness. Prior to processing personal information beyond the scope of authorization of data subjects, the Client shall obtain their authorization and consents in accordance with the Data Protection Requirements, unless otherwise specified in the Data Protection Requirements.
2. The Client shall transfer personal information to the Platform in accordance with the Data Protection Requirements. Unless otherwise specified in the Data Protection Requirements, the Client shall inform the data subjects of the statutory contents set out in the Data Protection Requirements, including the information types as well as processing purpose and manner relating to the transfer of personal information to the Platform, with the prior authorization and consents from the data subjects.
3. The Client shall upload relevant personal information to the platform and use the data promotion service under the Master Agreement in accordance with the Data Protection Requirements and relevant agreement/contract, if any, between the Client and the Company, without harming the legal interests of the Company, its affiliates, involved data subjects or the subjects having relevant rights in the data or exceeding the authorization and consents granted by the data subjects or the subjects having relevant rights in the data to the Client and any other interested party with respect to the processing by the Client. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom.
4. To download relevant personal information from the Platform, as necessary for the data promotion service cooperation, the Client shall process the information within the scope of the Master Agreement and the scope of authorization of the data subjects in accordance with the Data Protection Requirements and the security rules/policies set by the Company and the platform, and strictly secure the information. Unless otherwise agreed in the Master Agreement, the Client shall not subcontract the personal information processing to any third party without the written consent of the Company. Subject to this clause, the Client shall be fully responsible for the data processing of such third party. Upon the completion of the personal information processing set out herein, the Client shall timely delete relevant information.
5. Without the written consent of the Company, the Client shall not share with or offer, transfer or disclose relevant personal information to any third party, or further process the information beyond the Data Protection Requirements, the scope of authorization of the data subjects, and the purpose scope of the Master Agreement. Subject to this clause, in case of a need to transfer relevant personal information to any third party, the Client shall warrant that such processing will not violate the Data Protection Requirements and relevant agreement/contract, if any, between the Client and the Company, or harm the legal interests of the Company, its affiliates, involved data subjects or the subjects having relevant rights in the data, or exceed the authorization and consent granted by the data subjects or the subjects having relevant rights in the data to the Client and any other interested party with respect to the processing by the Client, and the Client shall strictly constrain the processing of the third party and ensure the security of personal information. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom.
6. During the data promotion cooperation, when using relevant technical services provided by the Company or its affiliates (such as website construction service), if the services involve the collection or further processing of the personal information of the users/clients of the Company or its affiliates in any platform/product or other scenarios of the Company or its affiliates, the Client shall ensure that relevant processing is in full compliance with the Data Protection Requirements, including but not limited to the following: providing involved data subjects with the privacy policy or similar documents of the Client as provided in the Data Protection Requirements; informing such data subjects of the statutory contents set out in the Data Protection Requirements, including the information types as well as the processing purpose and manner; obtaining the authorization and consents from involved data subjects; making available its true and valid contact information so that involved data subjects may exercise their rights under the Data Protection Requirements.
7. Data interaction involved in relevant servicesIn order to achieve the advertisement request as well as the return and display of the advertisement materials, the Client and the Company will transfer relevant advertisement request data, including the device UID, IP, request ID, timestamp and type of user operating system processed through hash or other security measures (hereinafter referred to as "Advertisement Request Data"), through technical means such as API under certain scenarios. The Client shall ensure that the aforesaid Advertisement Request Data received will only be used to achieve the purpose of the Master Agreement, and will not be used for any other purpose, shared with, or disclosed to any other third party and affiliates without the written consent of the Company. After achieving the aforesaid purpose, the Client shall timely delete relevant Advertisement Request Data, unless overlapped with the Client's existing user data. The Client shall ensure that the aforesaid overlapping data is processed in compliance with the laws and regulations and within the scope of authorization of users.
In order to achieve advertisement monitoring, the Client and the Company will monitor and attribute the placed advertisements through the technical means such as monitoring link. Namely, the Client shall configure an advertisement monitoring link, monitoring code or other technical means when creating the advertisement plan. When a user is exposed by the advertisement materials or interacts with the advertisement materials, relevant monitoring data will be passed back to the Client or the third-party monitoring agency through the above technical means. The data involved under the monitoring scenario includes the device UID, IP, request ID, timestamp, type of user operating system and user rough geographical location processed through hash or other security measures (hereinafter referred to as "Monitoring Data"). The Client shall ensure that the aforesaid Monitoring Data received will only be used to achieve the purpose of advertisement monitoring and attribution, and will not be used for any other purpose, or shared with, or disclosed to any other third party and affiliates without the written consent of the Company. Upon the achievement of the advertisement monitoring and attribution purpose or termination of the cooperation, the Client shall timely delete relevant Monitoring Data. If the Client engages a third-party monitoring company for monitoring, the Client shall, upon the achievement of the aforesaid purpose, supervise the third-party monitoring company to perform the aforesaid obligations.
8. The Client shall not engage in the following behaviors or activities that are against the laws, regulations and good social customs through the data promotion service under the Master Agreement and/or by utilizing the processing of relevant data:a) Any obscene, pornographic, gambling, superstitious, terrorist, violent and fraudulent behaviors or activities.
b) Any behaviors or activities that express discrimination on the basis of nationality, race, religion, disability and disease.
c) Any use of the neutral technical analysis service (including analysis report or other services) provided by the Company or its affiliates to further create the list of audiences related to the aforesaid information or labels, to produce any analysis report, or to promote the products/services of the Client, or for any other purpose.
d) Any illegal or improper personal identity mining of involved data subjects and/or any infringement and invasion of their privacy and life, including but not limited to the infringement of privacy set out in Article 1033 of the Civil Code of the People's Republic of China.
9. One of the purposes for the Company to provide the data promotion service is to provide the audiences with appropriate advertisement and promotion services and to offer product/service promotion channels to relevant clients, instead of improperly mining and invading the real identities of relevant audiences. The Company, therefore, prohibits the use of personal information or label categories (such as name and ID card number) that reflect the identities of the audiences. The Client is also not expected to exploit the dilemma of the audiences to obtain further business interests through the data promotion service. The Company, therefore, prohibits the use of the personal information or label categories related to the personal dilemma of the data subjects to infringe on or unfairly treat the personal rights. In addition, the audiences subject to social bias and discrimination may be negatively affected in obtaining the information and cannot get fair treatment. The Company, therefore, prohibits the use of biased and discriminatory personal information or labels, or the application of the data promotion service to specific products or services based on the aforesaid personal information or labels. In case of breach of this clause, the Client shall compensate for the infringement on the Company, its affiliates and involved data subjects, and shall bear all the responsibilities arising therefrom.
10. The Client shall not obtain relevant personal information through illegal means or by violating the security rules of the Company and the Platform and the Data Protection Requirements.
11. The Client shall take relevant technical measures (such as encryption technique) during the data transfer and processing to comply with the Data Protection Requirements and protect the security of relevant personal information, and actively cooperate with the Company in processing relevant personal information in the form compliant with the Data Protection Requirements.
12. The Client shall have necessary organization management systems and technical measures set out in the Data Protection Requirements to guarantee the security of personal information. In case of actual or possible personal information security incident (disclosure, destruction, manipulation, loss, unauthorized access and processing of the personal information as well as infringement of relevant rights of the data subjects arising therefrom), the Client shall immediately notify the Company in writing and take effective remedies at the first time. If an aforesaid personal information security incident occurs for reasons attributable to the Client, the Client shall independently resolve any disputes (including without limitation complaints, administrative penalties, and litigation disputes) arising therefrom, to avoid any infringement and loss to the Company, its affiliates and involved data subjects, and assume all liabilities therefor.
13. Upon request of the Company/Platform, the Client shall timely provide the Company with all the information necessary to prove that the Client has processed the personal information in compliance with the Data Protection Requirements, to the extent agreed in the Master Agreement and this Commitment, and within the scope of authorization of data subjects. The aforesaid necessary information includes but is not limited to: the Client's data security capability and personal information processing. The Client warrants that any information provided under such circumstances is true, accurate, and free of falsities or misinformation. The Company shall have the right to conduct audits on the Client's data security and processing, and the Client shall actively assist the Company in doing so.
14. In the event that the cooperation period of the Master Agreement expires or the cooperation between the Client and the Company is terminated for any other reasons, the Client agrees to delete or destroy all the personal information obtained from the Company/Platform, including original and backup data. The Client shall warrant that the deleted data cannot be recovered using technical means or measures.
15. The Client's violation of this Commitment will be regarded as a material breach and/or infringement. The Company has the right to request that the Client be held liable for indemnification against any losses suffered by the Company, its affiliates, involved data subjects, or any third parties, and may unilaterally suspend or terminate the data promotion requests of the Client and any cooperation with the Client. In such case, the Client shall assume all liabilities and shall be obligated to resolve any adverse impact arising therefrom.
16. This Commitment will not be terminated or invalidated for the invalidation, suspension or termination of the Master Agreement or the data promotion cooperation.