Terms and Conditions for Demand Partners

Effective Date: 2019-03-27

This Terms and Conditions for Demand Partners (the “Agreement”) is a legal agreement between you, a demand side platform operator, an advertising network operator or other advertising demand source operator (“you” or “your”), and TouchPal HK Co., Limited including its affiliates and subsidiaries (collectively, “we”, “us” or “our”) governing your access to and use of our advertisement exchange platform along with any revisions, updates and/or modifications thereto (the “Platform”) and any data, services and associated materials or media supplied with it (collectively, the “Services”).

BY CLICKING “ACCEPT” OR BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, FULLY UNDERSTOOD THE TERMS AND CONDITIONS CONTAINED HEREIN AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE WITH ANY TERM OF THE AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES AND THE PLATFORM FOR ANY PURPOSE.

You and we will hereinafter be individually referred to as a “Party” and collectively as “Parties”.

1. REGISTRATION AND ACCOUNT

  • 1.1. To access and use the Services, you need to register for an account on the Platform. By creating an account, you agree to (a) provide us with accurate, effective and complete information that we deem necessary to provide the Services, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Services on your behalf, and (e) immediately notify us if you discover or otherwise reasonably suspect any security breaches related to the Services or your account. It is your own responsibility to provide and maintain all equipment and Internet service necessary to use the Platform and/or the Services. We are not responsible for any claims, losses, damages, liabilities, costs, settlements or other expenses resulting from or in connection with your account or your information.
  • 1.2. By creating an account, you also consent to receive electronic communications from us (e.g., via email, text message or by posting notices on the Services) about password changes and other transactional and account information. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any statutory requirements in terms of form, including, but not limited to, that such notices be in writing.
  • 1.3. You can request to close your account by sending an email to adv_support@cootek.cn. Your account will be closed only after we confirm your closing request.

2. LIMITED LICENSE

  • 2.1. We hereby grant you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license to access and use the Services solely for the purpose of advertising and promoting the products and/or services owned by or licensed to you (the “Advertiser Products/Services”). All rights not expressly granted in this Agreement are expressly reserved to and retained by us.
  • 2.2. If you supply or transmit any Advertiser Contents (defined hereinafter) via the Services, you represent and warrant to us that you have the legal rights necessary to grant us the license described hereinafter, and that such Advertiser Contents will not violate any term or condition contained herein. “Advertiser Contents” shall mean the advertisements, data feeds (including but not limited to artwork, graphics, logos, text, photos, music, sounds, images, video, code for a link to the designated landing place) and landing pages made available by you to be delivered through the Services.
  • 2.3. You hereby grant, license or sublicense us and any applicable supply partners, without any charges, all the necessary rights and permissions (including but not limited to intellectual property rights, moral rights such as but not limited to the right of portraits or voices and any other publicity rights) to: (a) use, reproduce, store, sublicense, adapt, deliver, transmit, distribute, display and publish the Advertiser Contents and any element of them such as but not limited to the background music, the character, the trademarks, trade name, the service marks and the logos provided by you through the Services for the purpose of advertising and promoting the Advertiser Products/Services; and (b) access, index, store and cache requests made from you via the Services.
  • 2.4. To learn more about how we collect, use, and disclose your information, please review our Privacy Policy.

3. APPROPRIATE USE OF THE PLATFORM AND THE SERVICES

  • 3.1. You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties, regulations, governmental policies and rules. You agree not to breach any contract, infringe any third-party right or commit a tort, and you are solely responsible for your activities and your interaction with supply partners while accessing and using the Services.
  • 3.2. In addition, without limitation, you shall not, directly or indirectly, do any of the following while using or accessing the Services:
    (a) rent, lease, sub-license, assign, sell, resell, transfer or make available the Services, or any portions thereof, to any third party or allow any such item (or the documentation relating thereto) to be accessed by or copied onto any third party’s device;
    (b) copy, reproduce, distribute, publicly perform or publicly display the Services, except as expressly permitted by us;
    (c) modify, adapt, vary, translate, reverse engineer, decompile, disassemble any aspect of the Services, create derivative works based on the Services in whole or in part, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
    (d) develop or use any third-party applications that interact with the Services without our prior written consent, including any scripts designed to scrape or extract data from the Services;
    (e) attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
    (f) use or attempt to use other’s account on the Services without authorization from that user or us, or create a false identity on the Services;
    (g) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
    (h) remove any proprietary rights notices, markings, labels or any copyright management information (CMI) contained in, around or on the Services;
    (i) bypass, modify, defeat or circumvent the security technology used to protect the Services;
    (j) use the Services for benchmarking, gathering performance data, or competitive intelligence;
    (k) use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
  • 3.3. You hereby acknowledge that you have independently evaluated the desirability of utilizing the Services and are not relying on any representation, guarantee or statement other than those set forth in this Agreement.

4. PAYMENT TERMS

  • 4.1. We will make you available a self-serve dashboard on the Platform when technically feasible so that you can check the advertising-related data including the generated advertising expenses (the “Advertising Expenses”), the balance of your prepayment (if applicable) and the number of delivered impressions and/or other indicators with regard to your advertisement delivery (collectively, the “Advertising-Related Data”) almost in real time by login in your account, before that, you will have access to the Advertising-Related Data by daily served notice automatically sent to you via the Platform. The daily served Advertising-Related Data shall be for reference purpose only and may be adjusted from time to time according to the practical situation. You shall frequently check the data on your dashboard with that collected by you or by any third party on your behalf, and promptly raise any question or objection to us in written form within five (5) calendar days upon the release of such data displayed on your dashboard or sent to you via the Platform, failure of which, the Advertising-Related Data shall be deemed accepted and confirmed by you and you shall not challenge the same thereafter.
  • 4.2. Payment Schedule

    [Post Payment]

    After the end of each calendar month, upon your request, we will send you a data report indicating the Advertising-Related Data and the amount of the Advertising Expenses incurred in the preceding month and a corresponding electronic invoice. You shall pay the Advertising Expenses in its net amount within thirty (30) calendar days after the end of each calendar month.

    [Prepayment]

    You shall make prepayment before using the Services according to this Agreement. If the prepayment cannot be verified or is otherwise not acceptable, your order will be suspended or cancelled, and you must resolve any payment problems before we proceed with such order. There’s a requirement of the minimum amount of prepayment you make each time which is available on the Services and may be changed by us from time to time in our own discretion. You shall always make prepayment subject to the current threshold requirement on the Services. The amount of the prepayment displayed in your account will be the net amount received by us subject to all applicable deductions prescribed hereunder. Your prepayment will be offset directly by the Advertising Expanses. In the event that the balance in your account is insufficient for your use of the Services, the Services will be suspended immediately until we confirm that you have made another prepayment into your account.
  • 4.3. In the event of any discrepancy between the amount of the Advertising Expenses displayed on the Platform and that documentarily provided by you and such discrepancy doesn’t exceed the rage of ± 10%, both Parties agree to refer to the amount displayed on the Platform; otherwise, you shall raise such disputes along with any abundant evidence in written form within ten (10) calendar days after the end of the month during which such data discrepancy happens, failure of which, the amount of the Advertising Expenses displayed on the Platform will be deemed confirmed by you and you shall never raise any objection against such Advertising Expenses. You agree to give us a reasonable period to check the disputed data and your evidence and both Parties will then make a final resolution of such data discrepancy dispute in good faith.
  • 4.4. You shall pay a penalty on any outstanding amount of due Advertising Expenses not paid on time at a daily rate of 0.05% from the due date of payment to the actual payment date unless such late payment is directly and solely caused by us. Within six (6) successive months, if any of your material breach (such as but not limited to a late payment, delivery of anything containing the Inappropriate Contents or infringement of any legitimate right) happens twice or lasts for more than thirty (30) calendar days not caused by us, we, in our own discretion, are entitled to (a) stop providing the Services to you and block your account immediately at any time; (b) require you to pay the outstanding balance and the penalty; (c) require you to make prepayment before your use of the Services thereafter, and the payment schedule may be adjusted accordingly; (d) require you to pay us a deposit, the amount of which will be in our own discretion; and (e) withhold any of your deposit and/or prepayment in your account.
  • 4.5. All amounts payable under this Agreement will be paid in US Dollar. You shall make payment in a manner acceptable by us under this Agreement. The payment shall be paid to us or any third party designated by us in written form with our official seal.
  • 4.6. You are solely liable for any and all duties, levies, taxes, wire transfer fees, governmental charges, fees and other deductions that may be imposed on either Party arising from or in connection with your use of the Services.
  • 4.7. When you close your account according to the terms and conditions of the Agreement, both Parties shall settle all the outstanding balance of the Advertising Expanses, the prepayment and the deposit in good faith, in which circumstance, (a) you shall consume all the outstanding balance of your prepayment before you make a request to close your account, or the balance of your prepayment will be refunded as otherwise agreed by both parties; (b) you shall pay off all the outstanding amount of the Advertising Expanses in a timely manner, or we can deduct such amount directly from your prepayment and/or your deposit (if any) as we deem appropriate; (c) the outstanding balance of your deposit (if any) in your account will be refunded to you within sixty (60) calendar days provided that you abide by all our rules (including this Agreement, Advertising Policy and Privacy Policy, the same hereafter) and all applicable laws, regulations, treaties, government orders and third-party rules (if applicable); and (d) any debt to us in any other transaction between both Parties may be deducted directly from the outstanding balance of your prepayment and/or the deposit (if any) in your account in our own discretion. In the event that your account is closed by us for your breach of any our rules, any applicable laws, regulations, treaties, government orders or third-party rules, we have the right to (a) withhold all the balance amount of your account without notice; (b) prevent you from future engagement with us; and (c) ask for compensation according to the terms and conditions of this Agreement.

5. ADVERTISING POLICY

  • 5.1. As between you and us, you shall be responsible for the Advertiser Contents and the Advertiser Products/Services. You shall verify the Advertiser Contents and the Advertiser Products/Services before delivering them through the Platform. The Advertiser Contents and the Advertiser Products/Services shall neither include nor be linked to any content that violates our Advertising Policy or is otherwise inappropriate for other users and/or the Platform (collectively, the “Inappropriate Contents”).
  • 5.2. We have the right but no obligation to verify or authorize any third party to verify the Advertiser Contents and refuse to deliver any Advertiser Contents which may contain any Inappropriate Contents in our own discretion. Our review and/or delivery of the Advertiser Contents shall not be deemed as our acceptance of or agreement with the Advertiser Contents and/or the Advertiser Products/Services contained therein, and in no circumstance are we liable for the Advertiser Contents or the Advertiser Products/Services. We may send you a warning notice if we find any of the Inappropriate Contents in the Advertiser Contents and we have the right to stop delivering such affected Advertiser Contents at any time. You shall amend, adjust, correct, delete or replace such Inappropriate Contents in a timely manner upon the receipt of our warning notice (including by email or by message on the Services). If you fail to make the aforesaid remedies on time or repeatedly deliver the Inappropriate Contents, we are entitled to, in our own discretion, limit your access to the Platform, stop providing the Services to you, or even close your account immediately with or without notice.

6. TERMINATION

  • 6.1. We may change the Services in whole or in part, discontinue offering the Services and suspend or terminate your right to use the Services at any time, in the event that you breach any term or condition of this Agreement, for any reason, or for no reason at all, in our sole discretion and without liability. We are not liable for any claims, losses, damages, liabilities, costs, settlements and other expenses resulting from our termination of the Services unless otherwise prescribed in the Agreement.
  • 6.2. All licenses and other rights granted by either Party to the other under this Agreement will immediately cease upon (a) our termination of your rights as a user to the Services, (b) our termination of the Services, or (c) the close of your account.
  • 6.3. Any term, by its nature, would continue beyond the termination of this Agreement, shall survive the termination of this Agreement for any reason.

7. INTELLECTUAL PROPERTY

  • 7.1. We retain all rights, title and interest in and to all intellectual property rights (whether or not they’re registered anywhere in the world) and moral rights of the Platform and the Services, including without limitation the text, graphics, images, data, logos, trade secrets, designs, trademarks, patents, copyrights, goodwill, and the application, modification and derivation thereof). Except for the rights explicitly granted under this Agreement, we reserve all other rights in and to the Services and the Platform. You shall not assert, take any action to jeopardize, limit or interfere in any manner with, any proprietary rights in or to our intellectual property or any element, derivation, adaptation, variation or name thereof.
  • 7.2. We respect the intellectual property rights and other rights contained in the Advertiser Contents and agree not to use them for any purpose other than advertising and promoting the Advertiser Products/Services according to the Agreement. You shall respect the intellectual property rights and other rights contained in the Platform, the Services and the materials provided by supply partners and agree not to use them in violation of this Agreement, any applicable laws, treaties, regulations, governmental policies or rules.

8. DISCLAIMER OF WARRANTIES

  • 8.1. BOTH THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM, WITH RESPECT TO THE PLATFORM AND/OR THE SERVICES (INCLUDING ITS CONTENT, TECHNOLOGY AND FUNCTION), ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF OR RELATED TO: TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ADAPTION WITH OTHER HARDWARE OR SOFTWARE, NONINFRINGEMENT, COURSE OF DEALING OR PERFORMANCE, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS.
  • 8.2. WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, (A) THE SECURITY, ACCURACY, RELIABILITY, EFFECTIVENESS, NON-INTERRUPTION, TIMELINESS AND PERFORMANCE OF THE PLATFORM AND/OR THE SERVICES, (B) THAT THE PLATFORM AND/OR THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED, (C) THE TRAFFIC, INVENTORY, PRODUCTS AND/OR SERVICES PROVIDED BY SUPPLY PARTNERS CONNECTED TO THE PLATFORM IS LEGITIMATE, SUBJECT TO PREVAILING INDUSTRIAL POLICIES AND STANDARDS OR SATISFACTORY TO YOU, ALTHOUGH WE HAVE MADE THE CORRESPONDING TERMS AND CONDITIONS AGAINST THEM. NO NOTICE OR INFORMATION PROVIDED TO YOU BY US WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. LIMITATION OF LIABILITY

  • 9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR CONTINGENT DAMAGES, FRUSTRATED EXPENSES, DAMAGES FOR LOSS OF BARGAIN, LOSS OF EXPECTATION OR BUSINESS OUTCOME, LOSS OF USE, LOSS OF DATA, LOSS OF PRODUCTION OR PROFITS, OR CLAIMS OF ANY KIND (INCLUDING BASED ON CONTRACT, TORT AND GROSS NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM AND/OR THE SERVICES WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS IN ADVANCE.
  • 9.2. IF YOU ARE DISSATISFIED WITH THE PLATFORM, THE SERVICES, OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES OR INFORM US TO CLOSE YOUR ACCOUNT. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL OUR CUMULATIVE LIABILITY TO YOU, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GENERATED ADVERTISING EXPENSES WITHIN ONE (1) MONTH BEFORE SUCH CLAIM HAPPENS.
  • 9.3. YOU ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL ELEMENTS OF THE AGREEMENT BETWEEN BOTH PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE SERVICES PROVIDED UNDER THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

10. CONFIDENTIALITY

  • 10.1. You shall not disclose any of our Confidential Information without our prior written consent. For purposes hereof, “Confidential Information” includes: (a) all software in source code and/or object code forms, documentation, program libraries, program listings, methods of processing, technical processes, operational methods, tools, trade secrets, client lists, methodologies, financial information (including information regarding sales and profits) and training materials relating to the Platform and/or the Services; (b) data and statistics relating to bidding, request, price, performance and delivery of the Advertiser Contents by using the Services; (c) any other information made available to a Party that is marked proprietary or confidential or would normally be considered proprietary or confidential under the circumstances in which it is presented; (d) any non-public information available from supply partners connected to the Platform such as but not limited to any end user’s data; and (e) any other information, whether disclosed orally, visually, in writing or by other means, made available to the other Party without written indication of its confidential or proprietary nature, but is later designated as Confidential Information by such Party, provided that the disclosing Party make such designation in writing to the receiving Party within thirty (30) days after the disclosure and a brief description to identify the information.
  • 10.2. Confidential Information does not include the information that the receiving Party can demonstrate by competent written proof: (a) was already known to it, other than under an obligation of confidentiality, at the time of our disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of the disclosure of such Confidential Information; (c) became generally available to the public or otherwise part of the public domain after the disclosure other than through any of act or omission by the receiving Party in breach of this Agreement; (d) was disclosed to it by a third party who has a legal right to make such disclosure without confidentiality restrictions; (e) was independently discovered or developed by it without access to or aid, application, use of Confidential Information, as evidenced by a contemporaneous writing proof; or (f) was disclosed under operation of applicable law, government regulation, treaty or court order, provided that prior to the disclosure the receiving Party has given the disclosing Party a written notice and a reasonable opportunity to secure protection of such information.
  • 10.3. You shall not use any of our Confidential Information for any purpose not expressly permitted under this Agreement unless agreed to in a separate written agreement signed by our authorized representative. You may disclose our Confidential Information only to your employees, contractors and consultants (i) who have a need to know such Confidential Information for purposes of exercising your rights or performing your obligations under this Agreement, and (ii) who are under a binding and enforceable written agreement or professional duty of confidentiality no less restrictive than your duty hereunder. You shall protect our Confidential Information from unauthorized use, access, or disclosure at least in the same manner as you protect your own confidential or proprietary information of a similar nature but with no less than a reasonable care.
  • 10.4. Upon the termination of your use of the Services or at any time we may so request, you shall either (a) return to us all our Confidential Information in your possession or control; or (b) destroy and permanently erase all our Confidential Information.
  • 10.5. You hereby acknowledge that unauthorized disclosure or use of our Confidential Information may cause irreparable harm and significant injury for which monetary damages would be an inadequate remedy. Therefore, we are entitled to an injunctive relief upon an unauthorized disclosure or threatened disclosure of our Confidential Information, without having to prove irreparable harm or posting a bond. Without limiting the foregoing, you shall advise us immediately in the event that you learn or have reason to believe that any person or entity which has had access to our Confidential Information has violated or intends to violate the Agreement and shall reasonably cooperate with us in seeking an injunctive relief against any such person or entity. This provision shall not in any way limit any other remedies that may be available to us at law or in equity.

11. DATA COMPLIANCE

  • 11.1. You may have access to end user’s data such as but not limited to Google advertising ID (GAID), Android ID, Identifier For Advertising (IDFA), end user’s general location and device information during your use of the Services, whether directly collected by you or transmitted to you, under which circumstance, you shall (a) abide by applicable laws and regulations, international conventions and practices governing data protection (such as EU Directive 95/46/EC and the General Data Protection Regulation (2016/679); (b) keep end user’s data strictly confidential; (c) use end user’s data on a minimum and necessary basis and only for the purpose of advertising and promoting the Advertiser Products/Services under this Agreement; (d) promptly erase end user’s data upon the termination of your use of the Services and/or upon receipt of our notice of erasure request; (e) establish and maintain a mechanism to abide by our instructions concerning end user’s data and shall promptly provide evidence of proof to us upon our request; (f) allow us to disclose to end users your privacy policies and the fact that you are one of our demand partners; and (g) notify us without delay and, in any event, within twenty-four (24) hours after the occurrence of a physical or technical incident relating to the security of end user’s data having led to any data breach or any security breach and take, as soon as possible, appropriate measures in accordance with our instructions and collaborate with us to communicate the existence of the data breach to the end users and the data protection authority.

12. REPRESENTATIONS AND WARRANTIES

  • 12.1. You hereby represent and warrant that: (a) you are duly organized and validly existing in good standing under the applicable laws and regulations; (b) the Agreement constitutes your valid and binding obligation and is enforceable against you in accordance with the terms and conditions of the Agreement; (c) you have the right, power and authority to enter into and perform your obligations under the Agreement; (d) your performance under the Agreement shall comply with all applicable laws, treaties, regulations and rules (including but not limited to all applicable anti-bribery, anti-corruption, anti-money laundering laws); and (e) the execution and delivery of the Agreement and your performance do not and will not violate, conflict with or constitute a breach of or default under, or require any consent pursuant to your organizational documents, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal.
  • 12.2. You further represent and warrant that: (a) unless otherwise prescribed in this Agreement, you will not acquire any end user’s data or execute any operation through the Platform in any end user’s device (including but not limited to phones, tablet and PC) for any purpose other than the execution of this Agreement without prior written consent by such end user; (b) you shall have any and all license and authorization to fulfill the performance of this Agreement and to make all the license or sublicense set forth hereabove; (c) you shall comply with all the requirements and criteria under this Agreement and/or the rules on the Platform.
  • 12.3. You shall indemnify, defend and hold harmless us and our directors, officers, shareholders, members, authorized representatives, employees, agents and our supply partners from and against any and all claims, proceedings, causes of action, demands, liabilities, damages, losses, costs, settlements and other expenses of whatsoever kind or nature (including but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to (a) your access to, use of or conduction in connection to the Platform and/or the Services; (b) the Advertising Content and the Advertiser Products/Services; (c) your breach or alleged breach of any term and condition of this Agreement; (d) any activity related to the registration of your account, or any action or inaction through your account including but not limited to negligent or wrongful conduct; or (e) your infringement of any third party right, including but not limited to, any intellectual property right, publicity, confidentiality, property or privacy right. You shall not settle, compromise or consent to the entry of any proceeding or otherwise seek to terminate any pending or threatened claim in respect of which we are entitled to indemnification hereunder (whether or not the we are a party thereto), without our prior written consent.

13. ANTI-BRIBERY AND ANTI-CORRUPTION

  • 13.1. You shall comply with and make your directors, officers, shareholders, authorized representatives, employees and agents (collectively, “Your People”) comply with all applicable laws, regulations and other governmental requirements concerning anti-bribery and anti-corruption.
  • 13.2. You shall not, and make Your People not, perform in the way that may harm our legitimate rights and interests in order to obtain or keep the business relationship between both Parties. The prohibited actions include but not limited to demanding, soliciting, offering, giving, promising to give the following benefits or interests, directly and indirectly, to any person from or on behalf of us or to such person’s associate(s):
    (a) cash, electronic prepaid card, red envelope, security, share, stock, payment instrument and any other cash-equivalent;
    (b) luxurious gift, membership, real-estate and any kinds of property;
    (c) banquet, travel and expensive entertainment in any form;
    (d) the opportunity to fulfill personal purposes such as various conveniences and qualifications, a job offer, scholarship or a school offer;
    (e) benefits or interests that beyond general business practice or the limits legally allowed.
  • 13.3. You shall disclose or report to us as soon as you find any of Your People or our employees engaged in bribery and corruption behaviors aforesaid by sending an email to compliance@cootek.cn.

14. GOVERNING LAWS AND JURISDICTION

  • 14.1. THIS AGREEMENT AND OUR RELATIONSHIP WITH YOU SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA AND THE CHOICE OF LAW RULES OF THIS OR ANY OTHER JURISDICTION SHALL NOT APPLY.
  • 14.2. ANY AND ALL DISPUTES ARISING OUT OF, UNDER, OR IN RELATION TO THE AGREEMENT SHALL BE SETTLED EXCLUSIVELY THROUGH ARBITRATION CONDUCTED IN SHANGHAI INTERNATIONAL ARBITRATION CENTER (SHIAC) IN ACCORDANCE WITH ITS CURRENT EFFECTIVE ARBITRATION RULES. THE ARBITRATION SHALL TAKE PLACE IN SHANGHAI, CHINA. THE NUMBER OF ARBITRATOR SHALL BE ONE (1). THE WRITTEN AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES. EITHER PARTY MAY APPLY TO A COURT OF COMPETENT JURISDICTION FOR ENFORCEMENT OF SUCH AWARD, PROVIDED HOWEVER, THE ARBITRATOR SHALL NOT HAVE THE POWER TO COMMIT ERRORS OF LAW OR LEGAL REASONING, AND THE AWARD MAY BE VACATED OR CORRECTED ON APPEAL TO A COURT OF COMPETENT JURISDICTION FOR ANY SUCH ERROR.

15. MISCELLANEOUS

  • 15.1. Independent Contractors. The relationship of both Parties is that of independent contractor, and nothing in this Agreement: (a) gives either Party the power to direct or control the day-to-day activities of the other; (b) makes the Parties partners, joint ventures, co-owners, or participants in any joint undertaking; or (c) allows either Party to create or assume any obligation on behalf of the other.
  • 15.2. Entire Agreement and Amendment. The Agreement, together with any other policies displayed on the Platform, constitutes the entire agreement of both Parties related to your use of the Services, supersedes all prior or contemporaneous communications, understandings, proposals, and agreements (whether written or oral) regarding the subject matter of this Agreement. We’ll provide notice on the Platform if we make material changes to the Agreement, policies, guidelines or other terms referenced in or incorporated by the Agreement. The changes will not apply retroactively. Your continued use of the Services, following notice of the changes to the Agreement, our terms, policies or guidelines, constitutes your acceptance of our amended Agreement, terms, policies or guidelines.
  • 15.3. Severability. If any provision of this Agreement becomes, or is held to be, illegal, invalid or unenforceable in whole or in part, then such provision or part shall be enforced to the maximum extent permitted under applicable law, and the legality, validity and enforceability of the remainder shall not be affected. The invalid or unenforceable provisions of the Agreement shall be replaced by new provisions that are valid and enforceable to the maximum extent allowed under applicable law.
  • 15.4. Assignment; Subcontracting. You shall not assign this Agreement or assign any rights or delegate any duties under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or assign any rights or delegate any duties under this Agreement at any time without restriction. Any attempt to assign this Agreement other than in accordance with this provision will be void and of no effect.
  • 15.5. Force Majeure. We are not responsible for any failure or delay in our performance under this Agreement due to causes beyond our reasonable control, including, but not limited to, war or other national emergency, strikes, pandemics, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, fire, explosion, flood or other acts of God.
  • 15.6. Interpretation. In this Agreement, unless expressly stated otherwise: (a) headings are for convenience only and will not be taken into consideration in the interpretation of the Agreement; (b) references to any statute or statutory provision includes any amendment, replacement or re-enactment thereof for the time being in force and includes any ordinances, by-laws, regulations and other statutory instruments issued thereunder; (c) no rule of interpretation applies to our disadvantage on the basis that we drafted the Agreement or any part thereof; (d) the words “including”, “includes”, “such as” and any variants of those words, will be read as if followed by the words “without limitation”; and (e) the original English version of this Agreement is the controlling version and will supersede any translations thereof.
  • 15.7. No waiver. Our right may only be waived by us in writing. A waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again.

If you have other question or suggestion concerning the Platform, the Services and this Agreement, please contact us by sending an email to adv_support@cootek.cn.