UC Ads Terms

This UC Ads Terms (this "Terms") is entered into by and between you (a natural person or a legal entity) ("Partner" or "You") and UC and its affiliates ("UC "or "we","us"). This Terms shall be effective as of the date you registered (the "Effective Date").  This Terms govern Partner's activities in UC Ads and services that are accessible through (i) the account (s) given to Partner in connection with this Terms; (ii) that reference or are referenced by this Terms.

UC 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. The modified Terms will be posted at (here)

1. Description and Definition of Service
   The relevant words in this Terms are defined as below, unless otherwise agreed:

1. Affiliate: Any legal entity which is directly or indirectly controlling, controlled by or under common control with any of the parties Control (including, with its correlative meanings, the term "under common control with"), as used with respect to any Party, means the power to direct or cause the direction of management and policies of an entity, either directly or indirectly, whether through direct or indirect ownership, voting rights, contract or otherwise;

2. Designated Information: Information provided by Partner, including but not limited to links, text descriptions, pictures and other content, as well as pages shown after the click.

3. UC's system: The smart advertisement platform developed and operated by UC or its affiliates, through which Partner can directly upload designated information. Partner authorizes UC or its affiliates to use automated tools to format designated information. UC and its affiliates may make available to Partner certain optional features to assist Partner with campaign on this platform.at the same time, the system function also includes data statistical management on the number of clicks based on clicking and visiting of Partner's designated information by end users.

4. Service: the services provided by UC's system, which can be handled by Partner and use automated tools to format advertisements. Partner can operate advertising condition setting, service platform selection, data analysis and other functions.

5. Client: Civil, commercial subjects using UC's services on its system through Partner when Partner acts as an agent under this Terms.
   
   

2. Business Cooperation

1. All the designated information uploaded by Partner through UC's system shall comply with the applicable laws and regulations and shall not be subject to any violation of the lawful rights of other third parties.

2. Partner is solely responsible for its use of the Services, including but not limited to its access to and use of its accounts and safeguarding usernames and Passwords

3. Unless otherwise approved by UC, Partner and UC confirm that all the data hereunder shall be collected by UC as settlement basis. Partner can make real-time query of data through UC's system. At the same time, UC shall ensure that the statistical data is objective and authentic.

4. Unless otherwise approved by UC, all the statistical data of Partner's information is automatically collected through UC's system
   
   

3. Payment and Cooperation Policy

1. Partner will pay all the charges incurred in connection with the Services as otherwise approved by UC, within a commercially reasonable time period specified by UC (e.g. in the relevant Insert Order).

2. Taxation Clause

1. Turnover taxes  
   Partner hereby acknowledges and agrees to bear all turnover taxes (if any), including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, associated with the Services. Unless otherwise indicated, turnover taxes that may be levied by any jurisdiction will be added to the amounts payable by the Partner to UC as applicable and as required by law such that the net amount actually received by UC equals the full amount of the payment due hereunder.  Taxes will not be added to the amounts payable by the Partner to UC where the Partner has provided UC with evidence to UC's satisfaction of a lawful and applicable exemption for such Taxes.

2. Withholding Taxes
   Notwithstanding anything else contained herein, all amounts payable by the Partner pursuant to this Agreement shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by the Partner under this Agreement, the Partner (A) shall pay an additional amount such that the net amount actually received by UC, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish UC as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.
   
   

4. Representations and Warranties

1. Representations and Warranties of Partner

1. Partner have obtained all registrations and undertaken all necessary filings and compliances as required under applicable law for its corporate existence. Partner have procured all applicable licenses and consents required under applicable law to undertake its business activities.

2. Partner shall truthfully disclose and provide the customer information and documents as request by UC that verify Partner's (or Partner's clients') capacity for performance of this Terms to UC and shall be obliged to require the customer to provide the relevant supporting documents, including but not limited to the qualification certificate of production or business issued by the relevant government department, the examination certificate of information released (as required), the ownership or certificate of authorization of Partner's designated information, the trademark registration certificate obtained in the relevant territory and credentials stipulated by other relevant laws and regulations to ensure that the information is authentic, lawful and healthy. If Partner submits false information or other content violating relevant laws and/or regulations and/or this Terms, UC reserves the right to unilaterally terminate the Services and/or take any necessary action against Partner's account. Partner shall compensate UC for all economic losses arising hereunder (if any).

3. Partner shall submit the relevant certificates of its own or its client in accordance with Qualification Review Standard for UC Ads (here) and such certificates have obtained approvals by the relevant government department (if necessary). In case of any request, appeal, claim, etc. from any third party or any warning, punishment, penalty, etc. from any administrative enforcement department due to insufficient qualification or credential of Partner or its customers, Partner shall indemnify UC for losses, including but not limited to attorney fee, litigation costs, travel expenses, notary fees and all other reasonable expenses.

4. Partner warrants that the information of Partner or its client, such as texts, pictures or links, does not contain any content violating the relevant laws, regulations, policies, notices, directives and international treaties recognized or joined by the competent regions or sovereign bodies including but not limited to those endangering national security, obscene, false, fake, offensive, defamatory, intimidating or harassing, infringing or suspected of infringing upon other's intellectual property rights, personal rights or other lawful rights and interests of others, and violating social order and good customs. In the event of any dispute or complain arising in relation any Designated Information provided by partner, partner shall immediately notify UC which shall be entitled in its sole discretion to retain or delete such contents.

5. Unless agreed otherwise, Partner guarantees or Partner shall facilitate its clients not to make any change to the landing page (the page shown after clicking on the information) and its content after review and approval process of UC.

6. Partner understands and promises that all the materials (including but not limited to text, image, link, website or other material of the resembling kind) shall be in consistence with the Material Review Standard for UC Ads (here),or other risk-controlling policy of UC Ads.  Partner promises that it would not conduct act in violation of Risk Management Rule of UC Ads (here) (hereinafter collectively referred to as "UCWeb Rules").  In the event that any of the Partner's designated information is in violation of the abovementioned is discovered by UC, UC is entitled to taking measures against such act(s) pursuant to UCWeb Rules correspondingly. UCWeb Rules may be changed from time to time and the updated version will be posted at the abovementioned URL respectively.

2. UC's Representations and Warranties

1. UC has obtained all registrations and undertaken all necessary filings and compliances as required under applicable law for its corporate existence. UC has procured all applicable licenses and consents required under applicable law to undertake its business activities.

2. UC shall provide Services upon Partner's choice on UC's system in accordance with this Terms.

3. UC shall promise the authenticity of the data provided to Partner.

4. UC shall have the right to examine the materials, including but not limited to contents, landing page, form of information and the relevant qualifications, submitted by Partner. Under the condition that the submitted materials violate this Terms or UCWeb Rules, UC reserves the right to suspend the services and/or disable Partner's account(s) .

5. If the third party complains to UC that the designated information and the product/service of the linked page is illegal and provides legal basis, UC shall immediately delete such information, and suspend the Services to Partner. Partner shall assume liability for the results. In addition, service suspension under this clause shall not exempt Partner from making payment for services that has already been provided. If the third party's complaint is confirmed by the judiciary or administrative body, Partner shall compensate UC for all losses.
   
   

5. Limitation of Liability

1. Partner undertakes not to pursue UC's legal liability if UC's original network service plan fails to work normally due to system upgrade or change, UC shall issue a written notice 2 days ahead and avoid such Services interrupt or limit the interrupt to the shortest time.

2. UC makes no express or implied warranty or promise the volume of the hits, page view, business performance, etc. of the information that can be obtained by Partner and its customer through using Services.

3. Partner will defend, indemnify and hold harmless UC, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Designated Information and breach of these Terms by Partner.

4. Any copyrights or other intellectual property rights of Partner's designated information are the property of Partner or Partner's clients. Without the prior written consent, UC would not utilize above-mentioned intellectual properties.
   
   

6. Disclaimers

1. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY LAW, THIS TERMS AND UC, ITS AFFILIATES, AND PARTNER ARE PROVIDED "AS IS" AND AT PARTNER'S OPTION AND RISK AND NONE OF UC, ITS AFFILIATES OR UC'S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICES OR SERVICES RESULTS.
   
   

7. Confidentiality

1. Both parties are obligated to perform the obligation of confidentiality and shall not disclose or reveal to any third party any trade secrets which may be involved in the content hereunder. If this Terms terminates or ceases to be performed for any reason, neither party shall disclose or reveal any relevant information to any third party.

2. Partner agrees not to use the data, transaction records, statistical data, etc. in its system in any manner such as duplication or distribution, for any purpose, without the prior written consent of UC.

3. Either party shall keep secret the confidential data and information (hereinafter referred to as "Confidential Information") knew or obtained from the other party through the signing or performing of this Terms, and neither party shall disclose such Confidential Information to any third party without the other party's written consent. If requested, either party shall return any document, information or software containing confidential information to the other party, destroy or otherwise dispose it in confidence, and shall not continue to use such Confidential Information. This clause will service termination of this Terms.
   
   

8. Suspension and Termination

1. Partner may suspend the campaign anytime through its account on UC's system. Once the target campaign has been suspended by the Partner, there will be no consumption regarding to such campaign any more.

2. Partner may terminate the services with 3 (three) business days' prior written notice, upon receiving such notice, UC will delete the relevant account immediately. Such notices of termination must be addressed to the other party's primary contact address provided in the relevant IO. If there is balance of prepayment in Party A's account, Party B will refund it within 2 months from the date of termination.

3. Unless otherwise agreed herein, the parties agree that either party shall have the right to terminate the services by giving a written notice to the other party in the event of:

1. Either party goes into bankruptcy or bankruptcy liquidation procedure, which is not revoked within 14 natural days;

2. Either party's entity is revoked, deprived of business license and dissolved;

3. Either party can not continue to perform this Terms due to force majeure.
   
   

9. Miscellaneous

1. Partner agrees to abide by the rules published and updated from time to time by UC through its system including but not limited to the uploading of information, and the management of click statistics.

2. Within the validity of this Terms, neither party shall use the other party's brand and logo arbitrarily, unless otherwise expressly agreed by both parties.

3. The effectiveness, interpretation, performance, governance and dispute resolution of this Terms shall apply the laws of Hong Kong and either party may refer any dispute arising out of or in connection with this Terms to Hong Kong International Arbitration Centre ("HKIAC") in accordance with Commission's arbitration rules in effect of petition.  The seat of arbitration shall be in Hong Kong and the language shall be English.  Parties shall mutually appoint one arbitrator, and the award shall be final and bind both parties.
   Under the condition that the Partner is an entity which incorporated under the laws of India and having its registered office in India, the effectiveness, interpretation, performance, governance and dispute resolution of this Terms shall apply the laws of the India and either party may refer any dispute arising out of or in connection with this Terms to Delhi International Arbitration Centre ("DAC"), in accordance with DAC's arbitration rules in effect at the time of filing. The arbitration shall be conducted in the English language and the seat of arbitration shall be in Delhi. The decision of the arbitrator shall be binding on both the Parties.

4. Any notice or written communication between the parties shall be in Chinese or English and be sent to the address first above written by e-mail, facsimile, designated personnel (including Speedpost) or by registered mail.

5. If the notice and correspondence are delivered in the form of facsimile, the date of receipt shall be the exact time shown in the facsimile transmission record; but if the time for sending the fax is after five (5) p.m. on that date, or the local date when the receiving party receives the fax is not a working day, the date of receipt shall be the next working day after the local date; if the notice and correspondence are delivered in the form of e-mail, the arrival of e-mail at the mail hosting server of the other party shall be seen as delivery. If the notice and correspondence are delivered by designated personal (including Speedpost), the date of receipt shall be the day when the receiving party signs.

6. Except for modifications to this Terms and/or UCWeb Rules by UC, all amendments must be agreed to by both parties and expressly state that it is amending these Terms.  Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.  If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect.

7. These Terms do not create any agency, partnership or joint venture among the parties.

8. Both the parties shall not provide any form of unfair advantage to the employees, consultants and their close relatives of either party or its affiliated enterprises, or the non-defaulting party shall have the right to cancel this Terms immediately.

9. 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, change of laws, regulations or policies of telecommunication operator, or breakdown of telecommunication transmission, shortage of 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.

10. The parties confirm that all the policies, management rules above mentioned in this Terms shall be an integral part of this Terms and shall have the same legal effect as this Terms.