UC Union Promotional Electronic Agreement

Attention: UC Union Promotional Online Agreement is updated, please kindly check the terms and click Agree to continue.

UCWeb Service Agreement

Last Version Effective Date: 2019/2/28

Thanks for your interest in UCWeb services.

By applying for UCWeb account, you agree UCWeb Service Agreement (the “Agreement”) to use UC Union service as a publisher. Please read below terms and conditions carefully before you use our service.

UCWeb reserves the right to amend the Terms and conditions at any time, and it is your responsibility to review the Terms and conditions for any changes. Your use of the Services will signify the assent to and acceptance of the revised Terms and/or revised conditions. “we”, “us” or “UCWeb” means UCWeb, and the “parties” means you and UCWeb.


Definitions

For the purposes of this Agreement, the following terms will have the indicated meanings:

UCWeb account: means an account you have to obtain from UCWeb for using UCWeb service. You shall submit an application to obtain an UCWeb account; we may or may not accept the application without assigning any reason thereof. If you are an individual, you represent that you are at least 18 years of age.

UCWeb service: an online advertising network service via UC Union .

UC Union: means a promotion platform operated by UCWeb, which provides Promotional products. Publisher who enrolls in UC Union could chose the Promotional products from UC Union and promote them for value.

Promotional Products: means the application or online service platform (website, wapsite) etc. wholly owned by UCWeb, and/or third party's application or online service platform (website, wapsite) etc, which is licensed to UCWeb to promote via UC Union.

Effective CPA: CPA means Cost per Activation, one activation means the Application is actually opened and activated by a new user. UCWeb will collect and record the device identification number of each user for the purpose of detecting repeated and invalid action. Only the first and action of what we have defined as valuable to your business on the same product is counted as an Effective CPA. No matter how much activation number for one single product, only on effective CPA is calculated. Both Parties shall be entitled to have mutual consent on other types of Actions.

Advertiser: means the owner of the Promotional Products.

Publisher: means the individual or entities who promote the Promotional Products on their own Publisher’s Platforms.

Publisher’s Platforms: means the websites, mobile applications, media players, mobile content, and/or other Promotional Platforms owned by or authorized to publisher, and approved by UCWeb for promoting Promotional Product.

Disclosing Party: means the party to this Agreement disclosing Confidential Information;

DP Laws” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, as applicable to the Customer, the Supplier and/or the Services.

Protected Data” means Personal Data received from UCWeb, or otherwise obtained or created in connection with the performance of the Supplier’s obligations under this Agreement;

Receiving Party: means the party to this Agreement to whom Confidential Information is disclosed;

Confidential Information: means any and all information and know-how that either party may from time to time disclose to each other, whether orally, in writing or digitally, which relates to the business and technology of either party or its Affiliates, including but not limited to any of its products, data, know-how, product roadmaps, designs, illustrations, drawings, photographs, notes, memoranda, financial information, financial projections, financial records, marketing information, spreadsheets and computer software ;

Intellectual Property Rights: means rights, title and interest to and in any discovery, development, invention, patent, including application for the grant of such right, improvement, design (whether registered or unregistered), process, formula, method, database, information, drawing, code, computer program, copyright work or any work of authorship (present and future), semiconductor or other topography, trade mark (whether registered or unregistered) or trade name or get-up/trade address.

Online Advertising Network Service

When using online advertising network service via UC Union, the below terms and conditions will apply on you.

1. Implementation of the promotion

1.1 You must provide UCWeb with the valid and accurate profile information including Your email, Your company name, VAT-ID/GSTIN and/or other tax ID, addresses, country of residence, website, order email, user support email, urgent support email (to be used by UCWeb only), and any other information UCWeb may reasonably require (e.g. telephone number, fax number, the name of Your contact person, etc.). UCWeb reserves the right to verify profile information such as Permanent Account Numbers of Indian users with Income Tax Department or its authorized entities. If such information provided had been found invalid or inaccurate, UCWeb has the right to withhold the payment to you until valid and accurate information is provided.

1.2 By enrolling in UC Union, you could get the promotion materials of Promotional Products from UC Union, and promote them through your Publisher’s Platforms. In addition, you grant UCWeb the right to access, index and cache the Publisher’s Platforms, or any portion thereof, including by automated means.

1.3 UCWeb reserves the right to select the Publisher’s Platform at its sole discretion and may refuse you permission to promote the Promotional Products on your certain Publisher’s Platforms.

2. Statistics and Reporting

2.1 UCWeb agrees to provide you access to UCWeb’s online reporting system to show your promotion data. The payment will be based on UCWeb’s online reporting system.

2.2 All the price offered by UCWeb will display at UCWeb’s dashboard. You may access its account to check. You hereby agree to follow UCWeb’s dashboard statistics and issue invoices accordingly. UCWeb will pay to you according to the price displaying at Publisher’s account.

2.3 UCWeb will display your earning daily. Please note that all the earning displaying at your dashboard is approximate value, which is not the final payment. In the event of an error in payments made to You as determined by UCWeb, whether as a result of inaccurate information provided by a third party or otherwise, UCWeb shall allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to You.

3. Payment

3.1 UCWeb will pay the payment by telegraphic transfer or other method agreed with you. The payment charges, included but not limited to bank fee is individually borne by both parties

3.2 Accounting cycle: From 26th of each month to 25th of the following month. Promotion campaigns for certain projects may vary and will be communicated in terms of payment.

3.3 Payment will be made by UCWeb after the Net Revenue confirmed by UCWeb from applicable advertisers. The Net Revenue percentage and /or the unit price paid to you shall be determined by UCWeb and may be varied in its reasonable discretion from time to time. For the individual publisher, payment will be delivered within 30 working days from the first date of the following month. For the entity publisher, payment will be delivered within 30 working days from the date of receiving valid invoice issued by the relevant publisher. The following situation may cause delay payment: a) incorrect bank account information; b) delayed invoice, c) incorrect invoice, d) cheating or misrepresentation, e) invalid or inaccurate profile information, including Tax ID

3.4 Minimum payment:

$10 USD for Payoneer and Webmoney

$10 USD for bank transfer (IND)

$100 USD for bank transfer (USD) *company partners should choose this payment If your earnings don't meet the minimum payment, it will be accumulated to your earnings of the following months.

3.5 Change your payment information: you may change your payment information as needed only from 16th to 25th each calendar month.

3.6 UCWeb reserves the right to discontinue and/ or withhold payment at any time, and/or terminate any agreement with You without liability, if UCWeb reasonably suspects that any of the following have occurred on  Your promotions and /or platforms: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable law or is reasonably likely to have a negative commercial impact on UCWeb, its advertisers or business partners. Without limitation to the foregoing, UCWeb may, at its sole discretion, credit back to advertisers and/or offset against future payments to your any payments which it subsequently determines accrued as a result of such fraudulent activity or illegal activity.

3.7 Others:

3.7.1 In order to deliver the payment successfully, please make sure your account information is completely correct, especially your online payment account. If you are a legal entity, you shall make sure the bank account name you provide is the same with the company name you filled in the UC Union system. If you are an individual, you shall make sure the bank account name you provide is the same with the real name you filled in the UC Union system. You are responsible for all the delayed payment and/or payment error due to the incorrect account information.

3.7.2 In addition to our other rights and remedies, we may require you to refund us within 60 business days from the date the payment has been received by the Publisher (“Deposit Date”), any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld, you shall notify UCWeb in writing within 30 days from the Deposit Data. Any claim relating to the disputed payment shall stand waived by you beyond the notification period. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

4. Taxes

You are responsible for all taxes (if any), including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, associated with the Services, other than taxes based on UCWeb’s net income. All payments to you from UCWeb in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

You shall provide UCWeb the original invoice that state the indirect tax amount separately and meet the requirements for a valid tax invoice under indirect tax laws and regulations. You acknowledges that the indirect tax amounts charged in the invoice shall be declared in your tax Returns and payment of such taxes shall be made timely based on indirect tax Laws. If at any time the credit for taxes is denied due to a deficient invoice or any non-compliance by you, UCWeb has the right to recover tax loss suffered (including but not limited to any denied credits as well as any interest and penalties) imposed on UCWeb from you.

Notwithstanding anything else contained herein, if any amounts are required to be withheld by UCWeb from any amount payable by UCWeb to you under this Agreement, UCWeb: (A) shall be entitled to withhold and deduct such amounts from any payments owing to you under this Agreement, (B) will pay to the relevant taxation authority the amount of such applicable withholdings in accordance with applicable law; and (C) will pay to you the amounts determined by UCWeb to be owing to you under this Agreement net of such withholdings.  For greater certainty, any amount so withheld or deducted by UCWeb shall discharge UCWeb’s obligation to pay such amount to you provided that UCWeb has remitted such amount to the relevant taxation authority.

Other than UCWeb's obligation and right to withhold taxes if it is required by tax laws, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement.

Whenever UCWeb requires, you shall provide to UCWeb, the relevant evidence confirming that the amounts paid by UCWeb have been considered by you as part of your total income in that relevant financial year.

5. Compliance Obligations and Promotion Policy

5.1 Conditions and Requirements

5.1.1 Publisher’s Platforms are wholly-owned by you or that you are licensed to use on a fully paid-up basis or are otherwise permitted to use in a manner that will not require the payment of any fees, royalties or other amounts by UCWeb to you or any third party.

5.1.2 Publisher’s Platforms must not contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that are illegal or objectionable (for example, materials that may be considered obscene, pornographic or defamatory).

5.1.3 Publisher’s Platforms do not and will not violate, misappropriate, or infringe any copyright, patent, design, trademark, trade secret, privacy or publicity rights, or any proprietary, Intellectual Property Rights or other legal rights of UCWeb and any third parties. You should be solely responsible for your Platforms and you agree and acknowledge that UCWeb has no responsibility or liability relating to your Platforms.

5.1.4 The content published on your Platforms shall comply with any and all applicable laws. Your platforms will not contain any language or material that is discriminating, obscene, racist, libelous or defamatory. Publisher shall be solely responsible for ensuring and you hereby represent and warrant that the information you provide to UCWeb and to the end users is true, accurate and valid and that the content provided by you is safe, free of defects in design and operation, and that it complies with any and all applicable laws and regulations.5.2 Promotion Policy

5.2.1 Publisher’s platforms do not and will not harm the users' benefits by any means.

5.2.2 Publisher does not and will not promote the Promotional Products with billing code, and debits plug-in.

5.2.3 Publisher does not and will not use the site link redirection method to promote Product, including but not limited to redirecting publisher website's home page to another site, or to an adult site, or even to the promotion link of Publisher.

5.2.4 Publisher does not and will not upload the Promotional Products to a mobile app store with obscene descriptions and images.

5.3 No Cheating Rule

Publisher does not and will not use the PROHIBITED METHOD (http://union.ucweb.com/manager.php?m=Info&c=About&a=cheating“No Cheating Rules”) to promote Promotional Products.

5.4 Online Platforms Requirements

Publisher shall ONLY promote Products through online platforms (including websites and APPs), in the event that Publisher promotes Products through offline channels (including but not limited to preload), UCWeb reserves the right to refuse to pay the fee of the current settlement period.

5.5 High-Quality Promotions

Publisher agrees and acknowledges that:

(a) under UCWeb’s sole discretion, Publisher shall ensure high-quality promotional activities, UCWeb has the right to inform Publisher the low-quality promotional activities from notification by Advertisers in a written notice via E-mail;

(b) upon receipt of written notice from UCWeb, Publisher shall improve the low-quality promotion within the time limit set forth in such written notice, otherwise, the low-quality promotion shall not be paid;

(c) it shall conduct promotion activities in accordance with Advertiser's quality standards (if any), and such standards and time limit, as confidential information for the Advertiser, shall be interpreted solely on discretion of the Advertiser;

(d) in the circumstances that UCWeb takes orders from any other third party Advertiser (such Advertiser may cooperate with UCWeb, and UCWeb provides advertising services to the Advertiser), UCWeb undertakes no liability with the relevant matter of the advertising standard set forth by the third party Advertiser.

5.6 No-malicious Promotion Rules

5.6.1 Publisher shall not use any misleading or malicious methods to procure new users when promoting UC Union Product(s) (“Malicious Methods”), including but not limited to:

a) use of slogan inconsistent with the Product functions, including, without limitation, using advertising materials of other products in order to attract the users;

b) use of inductive slogan, including but not limited to alleging non-existed cash rebates to users when installing UC Union Product(s);

c) use of any advertising material (such as image, word, etc.) that is against public order and good custom in the territory where the campaign is implemented, including but not limited to using pornographic advertising material;

d) smearing any of the competitor’s product(s) to deceive users to use UC Union’s products, such as by claiming any virus existing on any of the competitor’s product(s);

e) distributing UC Union’s Products on any of the illegal website/website/applications, such as pornographic website;

f) any other promotion method that might result in misleading or malicious effect.

5.6.2 In the event of discovery of a Malicious Promotion, UC Union is entitled to (i)  withhold the payment made for the part of such Malicious Promotion; (ii)claim for the compensation amounting to USD [100,000] to UCWeb; and/or further recovery if the compensation under item (ii) could not cover the loss suffered by UC Union, including but not limited to loss of UC Union’s good will, loss of users of UC Union Product(s), removal of UC Union Product(s) from Google Play or Apple Store (as stated below), and any other loss as a result of your Malicious Promotion; (iii) require you to CLARIFY the facts for elimination of the negative impact shed upon UC Union; and (v) resort to any other legal measures if necessary.

5.6.3 In the event that Partner’s Malicious Promotion causes the result that Google Play or Apple Store takes down UC Products or terminates the distribution of UC Products, Partner shall be obliged to compensate UC Union for the damage or loss thereby incurred. The minimum amount of damage or loss shall include the decrease of user number, plus loss of profit, as a result of the taking down or termination of UC Products on Google Play. UC Union reserves the right to request Partner to pay pecuniary penalty and to bear all the negative impacts or legal responsibility caused by such cheating promotion, including but not limited to governmental fines, the third-party penalty UC Union hereby bears. UC Union also has the right to request Partner to eliminate negative effects. The calculation of the penalty shall be based on the unit price of the product multiply by the expected total promotion data during the takedown period of the related UC Product on Google Play or Apple Store, and such expected total promotion data will be calculated according to the UC Union statistics.

5.7 Restriction to using Keywords in Promotion

5.7.1Restriction of buying Brand Keywords during Promotion

Publisher hereby agrees and acknowledges that it shall not buy the Brand Keywords listed in [http://img.ucweb.com/s/uae/g/09/wiki/%E3%80%90UC%20UNION%E3%80%91Key%20Words2.0.pdf LIST OF BRAND KEYWORDS_UCWEB], which might be updated from time to time, in the Promotion of UC Product(s) (i.e. UC Browser, UC News and/or 9APPS) on the platform(s) that allows buying Brand Keywords as Promotion methods, including but not limited to:

(1) Google network, including, without limitation, Google Search, Google Play, Google Adwords;

(2) domestic application store;

(3) domestic search engine;

(4) other promotion platform(s) that might be used as promoting UC Product from time to time in the future.

5.7.2Using Negative Keywords Mechanism in Google Adwords

Publisher hereby agrees that it will use the Negative Keywords Mecanism by adding all the negative keywords enumerated in [http://img.ucweb.com/s/uae/g/09/wiki/%E3%80%90UC%20UNION%E3%80%91Key%20Words2.0.pdf LIST OF BRAND KEYWORDS_UCWEB] to the Negative Keywords List in its Google Adwords account.

5.7.3 In the event that Publisher conducts Promotion of UC Product(s) by buying Brand Keywords or failing to use the Negative Keywords Mechanism abovementioned, UC Union is entitled to (i) deduct the whole payment of the month(s) when such restrictive acts stipulated under Clause 5.7, or retrieve payment already made to Publisher of the month(s) when such acts occur; and (ii) claim for the compensation amounting to USD 50,000.

5.8 No Promotion within Sanctioned Territories

Member of the group to which a NYSE listed entity belongs as UC Union is, and in accordance with the applicable laws and regulations such listed entity shall subject to, UC Union hereby prohibits Promotion within the Sanctioned Territories listed herein (see: http://img.ucweb.com/s/uae/g/09/www.uc-union.com/Sanctioned%20Territories.pdf) for any reason under this Terms of Use. Publisher acknowledges that NO PROMOTION will be conducted within the Sanctioned Territories, and agrees that the Promotion price could be set as USD 0.00 by UCWeb within the Sanctioned Territories. If any Promotion within the Sanctioned Territories is discovered by UCWeb, UCWeb is entitled to (i) terminate this Agreement immediately by sending a prior written notice to Publisher; (ii) withhold the payment settlement, or pursue repayment of the amount paid for the part of the Promotion Service Fee within the Sanctioned Territory; (iii) claim for the compensation amounting to USD 100,000; (iv) further recovery if any loss suffered by UCWeb, including but not limited to loss of reputation, loss of end users, removal of UCWeb’s Product(s) from Google Play or Apple Store; (v) require Publisher to CLARIFY the facts for elimination of the negative impact shed upon UCWeb; and (vi) resort to any other legal measures if necessary.

5.9 Personal Data Protection

5.9.1 Each party shall comply with DP Laws and its relevant obligations under this Agreement;

5.9.2 Both parties shall implement and maintain appropriate technical and organizational measures in relation to the processing of Protected Data

(1) such that the collecting and processing will meet the requirements of DP Laws; and

(2) so as to ensure a level of security in respect of Protected Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Protected Data transmitted, stored or otherwise processed.

5.10 Cooperation with supervisory authorities

5.10.1 You acknowledge and agree UCWeb may disclose the confidential information with the supervisory authority if it is so requests or if such disclosure is required under the applicable law. Supervisory authority may have the right to conduct an audit of UCWeb. In the event that UCWeb is required by law court order, warrant, subpoena, or other legal judicial process to disclose or make available any confidential information UCWeb will notify you promptly.

5.10.2 You  will inform UCWeb, and in any event within five (5) business days, of any inquiry, communication, request or complaint received from (i) any governmental, regulatory or supervisory authority, including Privacy Authorities, or (ii) any end uses, in each case relating to Promotional Products, any Personal Data or any obligations under applicable law.

6. Changes and Modifications

6.1 Advertisers may change the graphics, text and/or URL contained in the creative banner or other advertising unit (processed by it is appropriate to the risks that UCWeb may inform you after the changing. You shall place such revised Creative in then-current rotation no later than seven (7) business day after receiving such Creative.

6.2 We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time without any prior notice.

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time without any prior notice. We will post any and all modifications on this page. If you don’t agree to any modified terms in the Agreement, you have the right to stop using the affected Services.

General Terms of UCWeb Service

1. Confidentiality

The Parties shall maintain in strictest confidence and shall not disclose to any third parties nor using for any purpose other than for the proper fulfillment of the express purpose of this Agreement any Confidential Information received from the other party in whatever form without the permission of the Disclosing Party. For purposes of this Agreement, any technical, commercial or other information of a confidential nature delivered by either party to the other shall always be treated as Confidential Information, whether or not marked with a confidential designator. Neither Party shall duplicate, reverse engineer, disassemble or de-compile any software of the other Party. The Parties shall only disclose the Confidential Information to authorized employees and shall take appropriate steps by instruction, agreement or otherwise to prevent unauthorized disclosure by the receiving party-compile any software of the other Party.  

Nothing in this Agreement shall prevent the Receiving Party from disclosing any information which:

(a) is or becomes public knowledge other than by a breach of this Agreement;

(b) the Receiving Party, its officers, employees, agents or consultants may develop independently of the Disclosing Party or receive (before or after the date of this Agreement) without restriction from a third party (other than where the Receiving Party knew or had reason to believe that the third party disclosed the information in breach of confidence);

(c) is required to be disclosed in accordance with applicable laws, regulations, court order, other government order, provided that the Receiving Party shall give the Disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order.

2. Termination

UCWeb may at any time terminate the Agreement, or suspend or terminate the cooperation of UCWeb by closing your UCWeb account without assigning any reason. In the event that the termination is based on your breach of the agreement, we may withhold unpaid amounts or charge back your account, and you may not be allowed to create a new Account.

3. Indemnity

You agree to indemnify and defend UCWeb, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to your breach or non-performance of any term of the Agreement, including any content served on the Publisher Platform. In the event that the termination is based on you and invalid or inaccurate profile information provided by you.

4. Limitation of Liability

4.1 To the extent permitted by law, except for your indemnification obligations hereunder or your breach of any Intellectual Property Rights, confidentiality obligations and/or proprietary interests relating to the agreement, (i) in no event shall either party be liable under the agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy, and (ii) each party, indirect, exemplary, or punitive damages whether in contract, tort or any oved and retained by that particular party in connection with this Agreement during the three month period immediately preceding the date of the claim. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

4.2 UCWeb shall not be held liable for non-availability of UC Union and/or 9Apps during periodic maintenance operations or any unplanned suspension of access to UC Union and/or 9Apps that may occur due to any technical reasons or for any reason beyond UCWeb's control. You understand and agree that any material and/ or data obtained through UC Union and/or 9Apps is done entirely at your own risk and discretion and that UCWeb will not be responsible for any damage to your computer systems or loss of data that results from the use/download of such material and/ or data.

4.3 OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON THE AGREEMENT, WE DO NOT MAKE ANY PROMISES that results from the use/download of such material and/ or aterial and/or data obtained through UC Union and/or 9Apps is done entirely at your own risk

TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5. Intellectual Property; Brand Features

5.1. UCWeb retains sole and exclusive right, title and interest to the UC Union and the Intellectual Property Rights embodied therein. Subject to the terms and conditions of this Agreement, UCWeb hereby grants  you a non-exclusive, royalty-free, revocable license to use the trademarks of UCWeb solely in connection with this service. The use of the trademarks hereunder will not create in you any right, title or interest in or to the trademarks. All goodwill arising from such use of the trademarks will inure solely to the benefit of UCWeb.

5.2 You agree that you shall not, at any point in time, make or assert any claim whatsoever to any Intellectual Property Rights of UCWeb in UC Union or otherwise. You further agree that you shall not attempt to register at any point in time any Intellectual Property Rights or other similar rights that may amount to infringement or result in any other violation of the rights, title or interest of UCWeb in any aspect of UC Union.

5.3 THIRD PARTIES INTELLECTUAL PROPERTY

ADVERTISERS RETAIN SOLE AND EXCLUSIVE RIGHT, TITLE AND INTEREST TO THE PROMOTIONAL PRODUCTS, ADVERTISERS GRANT NO OWNERSHIP HEREUNDER TO YOU OR ANY THIRD PARTY OF ANY PORTION OF THE PROMOTIONAL PRODUCTS. YOU RESERVE THE RIGHT TO USE THE CREATIVE DURING THE PROMOTION, AND YOU ALSO RESERVE THE RIGHT TO REJECT CREATIVE IF DEEMED INAPPROPRIATE AND OBJECTIONABLE.

YOU WILL NOT EDIT OR MODIFY THE SUBMITTED ADS IN ANY WAY, INCLUDING, BUT WITHOUT LIMITATION, RESIZING THE AD, WITHOUT UCWEBL PRODUCTS. YOU RESERVE THE RIGHT TO USE THE CREATIVE DURING THE PROMOTION, AND YOU ALSO RESERVE ANY WRITTEN INSUTRCTIONS PROVIDED BY UCWEB.

ALL CREATIVES PROVIDED ARE COPYRIGHTED MATERIALS AND PROPRIETARY ASSETS OF THEIR RESPECTIVE OWNERS AND SHOULD ONLY BE USED FOR THE SPECIFIC ADVERTISER AND CAMPAIGN DESIGNATED IN THIS CONTRACT.

6. Anti-corruption/Integrity Clause

You hereby undertake that, in order to achieve and/or implement this Agreement, You and any director, administrative personnel, employee, agent or consultant of any of Your affiliate did not and will not violate any of the corruption-related laws and regulations, and did not and will not, directly or indirectly, provide funds, gifts, valuable item or service, or any other unlawful interest to any personnel concerned hereof such as (a) the official from any of the national or regional govern body; or (b) UCWeb and the director, administrative personnel, employee, agent or consultant of any of UCWeb’s affiliate; or (c) any third party (if any) involved in the implementation of this Agreement and the director, administrative personnel, employee, agent or consultant of any of the third party’s affiliate. You acknowledge and agree that UCWeb is entitled to terminate this Agreement immediately upon discovery of any of the abovementioned situations conducted by You, and monetary compensation liability for breach of contract shall be borne by You to UCWeb in a higher amount between (a) 30% of the total contract amount under this Agreement and (b) the total amount of the unlawful interest provided hereof.

7. Miscellaneous

Neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond that Party’s control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such circumstances, the defaulting Party shall be excused for a period equal to the time of the delay caused thereby.

This Agreement may not be assigned or transferred by you without UCWeb's written consent, which shall not be unreasonably withheld.

This Agreement shall be governed by and construed in accordance with the laws of People Republic of China, except that body of laws controlling conflict of laws. Either party may refer dispute arising out of or in connection with this Agreement to China International Economic and Trade Arbitration Commission (CIETAC) in accordance with Commission's arbitration rules in effect at the time of filing. The seat of arbitration shall be in Beijing and the language shall be English. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure.  The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality.