Common use of Liability for Breach of Contract, Exceptions and Special Agreements Clause in Contracts

Liability for Breach of Contract, Exceptions and Special Agreements. 1. Party B shall pay Party A the data promotion fees (including the security deposit, if any) according to the time and amount agreed in the Agreement. If Party B fails to pay the fees in full and on time as agreed, Party B shall pay an overdue fine of 3 ‰ of the total amount of outstanding fees for each day overdue until the arrears are paid off. Party A shall have the right to directly deduct the unpaid data promotion fees and overdue fine from the balance of the account of Party B and its customers (including cash balance, rebate amount, etc.) and the security deposit of Party B; meanwhile, Party A shall have the right to suspend Party B’s data promotion demands in part or in whole from the overdue date and does not assume any liability for breach of contract. If Party B fails to pay the full amount of data promotion fees within 15 days overdue, Party A shall have the right to terminate the data promotion of Party B without assuming any liability for breach of contract. 2. If Party B has any of the following breaches, Party B shall still pay the corresponding data promotion expenses in full according to the Agreement, and Party A shall have the right to immediately remove the materials being released, take corresponding restrictive measures and unilaterally terminate the Agreement, and require Party B to compensate Party A and/or Party A’s affiliates for all losses caused thereby.: (1) Party B fails to pay the data promotion fees in full within 15 days overdue without justifiable reasons; (2) Party B violates the confidentiality requirements of the Agreement and/or the protection requirements of users’ personal information, migrates, copies, disseminates, transfers, licenses, or by any means discloses, allows, or provides others to use in Party A’s trade secrets, software, data and other information contents, or engages in any commercial or operating activities; (3) Party B and its customers, including but not limited to their business behavior, Party B’s products, data promotion, content materials, sales/promotion products, relevant personnel of Party B and its customers (including but not limited to senior executives and spokespersons of Party B and its customers), and the use of relevant functions and services of the data promotion platform, violates relevant laws and regulations may lead to the risk of violation of laws and regulations, or disrupt the order of the platform or infringe on the rights and interests of consumers, or seriously violate the public order and good customs, or are reported and investigated by competent authorities for illegal events, negative events or other improper behaviors, and still fail to correct or fail to correct within the time limit after being notified by Party A, or still fail to meet Party A’s requirements after correction; (4) After Party B’s link is approved or is promoted online, Party B displays the contents that violate the current laws, regulations and rules by modifying the page or program content led to by the link, setting website redirect, setting malicious codes, setting viruses and other means; (5) Party B fails to add the download link in the way agreed hereunder, or the added download link fails to express the information of five elements to the user, or the content materials are inconsistent with the relevant application information, or other circumstances such as misleading and inducing the user to download; or Party B changes the content materials by itself without the confirmation by Party A, including but not limited to changing ordinary products originally promoted into products that require special business qualifications to operate, adding or changing contents such as download links; (6) Party B carries out data promotion beyond the agency scope and agency period agreed in the Agreement; (7) Party B and/or Party B’s affiliates carry out agency or other activities in the name of Party A or its affiliates beyond or without the authorization of Party A and its affiliates; (8) Party B or the customers represented by Party B provide any content materials containing malicious software, spyware or any other malicious code in the data promotion, which infringes the legitimate rights and interests of Party A and/or users; (9) Party B develops sub-agents; (10) Where a written contract shall be signed between Party B and the customer it represents, and Party B fails to verify the legality and authenticity of the entity qualification submitted by the customer it represents, and Party B fails to provide Party A with the cooperation contract signed with the customer it represents upon notification by Party A to Party B; (11) In any of the following cases of Party B: 1) Party A undergoes business or production shutdown, business closure, rectification, reforming, deadlock, liquidation, takeover or trusteeship, dissolution, revocation of business license, deregistration or bankruptcy; 2) Party B undergoes financial deterioration, serious hardship in operations, or the occurrence of events or cases adversely affecting its normal operations and financial state; 3) Party B or its controlling shareholders or legal representatives are involved in major lawsuits, arbitrations, disputes, claims or other legal procedures, or major assets are seized, sealed up, frozen, enforced, or other measures with the same effect are taken, resulting in significant adverse effects on Party B’s solvency and operating ability; 4) For other circumstances of Party B, which, in Party A’s reasonable judgment, may cause or have caused significant adverse effects on Party B’s performance ability under the Contract, or do not meet Party A’s requirements for agents. (12) Party A’s performance of the Agreement is of no practical significance due to other serious breaches of contract by Party B. 3. If Party B fails to prove that it has fulfilled the review obligations agreed in the Agreement, and the content materials uploaded/submitted or delivered by Party B, or the sales/promotion of products or data promotion, or the business behavior of Party B/customers represented by Party B: (1) Infringes the legal rights of third parties; (2) or there is indeed evidence to prove that there is a major suspicion of the aforesaid infringement; (3) or Party A has received true and reasonable complaints (including but not limited to third parties accusing Party A/Party A’s affiliates of infringement in the form of complaints, letters, media reports, etc., filing a lawsuit against Party A/Party A’s affiliates, reporting to relevant competent authorities, etc.) due to its content materials or sales/promotion of products, the operation of Party B/customers represented by Party B, etc. In case of any of the above circumstances, Party A has the right to terminate the Agreement or suspend the release, take restrictive measures, and require Party B to pay liquidated damages of 20% of the corresponding data promotion fee for the content/product or RMB 30,000 (whichever is higher). If the liquidated damages are insufficient to make up for the losses of Party A and Party A’s affiliates, Party B shall continue to compensate; any dispute arising from Party B’s products shall be settled by Party B and Party B shall bear all legal responsibilities; if Party A/Party A’s affiliates compensate any third party or are punished by state authorities due to Party B’s infringement or illegal acts, Party B shall also fully compensate Party A and Party A’s affiliates for the losses incurred thereby. 4. If Party B violates the provisions of the Management Specifications on Ocean Engine Business Partners issued by Party A (in case of any change in the name of the Specification, the notification of the platform at that time shall prevail), Party A shall have the right to take corresponding measures against Party B and accounts of Party B and its customers and/or require Party B to bear corresponding responsibilities in accordance with the latest Management Specifications on Ocean Engine Business Partners that takes effect. Disputes, consequences, and losses arising therefrom between Party B and its customers shall be settled and borne by Party B. 5. Unless otherwise expressly provided in the Agreement, otherwise, the data promotion resources hereunder can only be used to promote the corporate image, brand, products or services of customers (i.e., the actual providers of the products or services promoted) clearly agreed in the orders signed by the Parties, the Data Promotion Schedule and other documents. Without the prior written consent of Party A, Party B shall not use the data promotion resources hereunder to promote any other customers by resale, transfer or any other means. Otherwise, Party A shall the right to immediately stop releasing or refuse to release such data promotion content, and Party B shall pay Party A liquidated damages of 20% of the unit rate card of the data promotion resources used for breach of contract within 5 working days from the date of Party A’s written notice. At the same time, Party A shall have the right to terminate the Agreement in advance. If the above-mentioned liquidated damages are insufficient to make up for Party A’s losses, Party B shall fully compensate Party A for the losses incurred thereby. 6. Under the Agreement, if Party B’s breach of contract causes losses to Party A and/or Party A’s affiliates, in addition to the liability for breach of contract agreed in the Agreement, Party B shall also compensate Party A and/or Party A’s affiliates for the rights protection expenses incurred in realizing their rights, including but not limited to investigation fees, travel expenses, attorney fees, litigation costs, preservation fees and preservation guarantee fees (or preservation insurance premiums) and other expenses. Party A has the right to directly deduct the liquidated damages, compensation, and rights protection fees payable by Party B from Party B’s advance payment, security deposit, and the balance (including cash balance, rebate amount, etc.) of account of Party B and its customers, and Party B shall continue to compensate for the insufficient part. 7. If Party A arbitrarily delays, interrupts or terminates the data promotion services without justifiable reasons, it shall explain the reasons to Party B in writing. If the agreed data promotion is not delivered or is incorrectly delivered at the agreed time due to Party A’s fault, Party A needs to provide resource compensation for Party B’s data promotion according to the principles of “one make-up for one mistake” and “one make-up for one omission”, that is, Party A only provides resource compensation of the same value to Party B for Party A’s wrong delivery and omitted delivery according to the above principles, and Party A shall not bear any other liabilities other than the above-mentioned. 8. If Party A commits any of the following breaches, Party B shall have the right to unilaterally terminate the Agreement: (1) Party A fails to provide data promotion services as agreed within 30 days overdue without justifiable reasons; (2) Party A commits breach of the confidentiality requirements of the Agreement; (3) Party B’s performance of the Agreement is of no practical significance due to other serious breaches of contract by Party A. 9. During the cooperation period of the Agreement, if Party B cancels an effective order and Data Promotion Schedule, Party B shall notify Party A in writing 30 days in advance and obtain written confirmation from Party A; if Party B fails to cancel according to the aforesaid agreement, it shall be deemed as Party B’s breach of contract (if Party B should pay the data promotion fees before data promotion but fails to pay it, it shall be deemed as Party B’s breach of contract to cancel the order). If Party B breaches the Contract, Party B confirms that it shall pay Party A the promotion expenses corresponding to the resources actually invested by Party A and the inventory locked and the corresponding resources reserved, and shall pay liquidated damages to Party A according to 20% of the promotion expenses agreed in the corresponding orders, Data Promotion Schedule and other documents or RMB 30,000, whichever is greater. Party A shall have the right to deduct the above-mentioned liquidated damages from Party B’s advance payment; if Party B does not have advance payment, Party B shall pay the above-mentioned liquidated damages to Party A within 10 working days after canceling the data promotion. If the above-mentioned liquidated damages are insufficient to make up for Party A’s losses, Party B shall fully compensate Party A for all the losses incurred thereby. 10. Party A has the right to check Party B’s promotion content, promoting or promotion products, operation behavior of Party B/its customers, and the information published on the platform. If Party A finds or suspects that Party B’s promotion content, sale of products, operation behavior of Party B/its customers, and the information published on the platform has any problems, Both parties have the right to send a notice of inquiry and correction to Party B, or to delete information, block permissions, suspend/stop the services hereunder, and have the right to deal with the aforesaid behaviors of Party B according to the platform rules. The specific contents shall be subject to the Agreement and the platform rules. At the same time, Party A reserves the right to further investigate the relevant liabilities of Party B.

Liability for Breach of Contract, Exceptions and Special Agreements. 1. Party B shall pay Party A the data promotion fees (including the security deposit, if any) according to the time and amount agreed in the Agreement. If Party B fails to pay the fees in full and on time as agreed, Party B shall pay an overdue fine of 3 ‰ of the total amount of outstanding fees for each day overdue until the arrears are paid off. Party A shall have the right to directly deduct the unpaid data promotion fees and overdue fine from the balance of the Party B’s data promotion account of Party B and its customers (including cash balance, rebate amount, etc.) and the security deposit of Party B); meanwhile, Party A shall have the right to suspend Party B’s data promotion demands in part or in whole from the overdue date date, and does not assume any liability for breach of contract. If Party B fails to pay the full amount of data promotion fees within 15 days overdue, Party A shall have the right to terminate the data promotion of Party B without assuming any liability for breach of contract. 2. If Party B has In case of any of the following breachesbreaches of contract by Party B, Party B shall still pay the corresponding data promotion expenses fees in full according to the Agreement, and Party A shall have the right to immediately remove the materials being released, take corresponding restrictive measures and unilaterally terminate the Agreement, Agreement and require Party B to compensate all losses caused thereby to Party A and/or Party A’s affiliates for all losses caused thereby.affiliated companies: (1) Party B fails to pay the data promotion fees in full within 15 days overdue without justifiable reasons; (2) Party B violates the confidentiality requirements of the Agreement and/or the protection requirements of users’ personal information, migrates, copies, disseminates, transfers, licenses, or by any means discloses, allows, or provides others to use in Party A’s trade secrets, software, data and other information contents, or engages in any commercial or operating activities; (3) Where the data promotion content and/or the sold and promoted products submitted by Party B are prohibited by law or will likely lead to violations of laws, or there are serious violations of social public order and its customersgood morals, including but not limited to their business behavior, or Party B’s products, data promotion, content materials, sales/promotion products, the customer represented by Party B and/or relevant personnel of Party B and its customers of the customer represented by Party B (including but not limited to senior executives and spokespersons spokesperson of Party B and its customers), and the use of relevant functions and services and/or of the data promotion platform, violates relevant laws and regulations may lead to the risk of violation of laws and regulations, or disrupt the order of the platform or infringe on the rights and interests of consumers, or seriously violate the public order and good customs, or customer represented by Party B) are reported and or investigated by competent authorities for illegal eventsin case of illegal, negative events or other improper behaviors, and Party B still fail fails to correct or fail to correct within the time limit make corrections after being notified by Party A, or still fail to meet Party A’s requirements after correction; (4) After Party B’s link is approved or is promoted online, Party B displays the contents that violate the current laws, regulations and rules by modifying the page or program content led to by the link, setting website redirect, setting malicious codes, setting viruses and other means; (5) Party B fails to add the download link in the way agreed hereunder, or the added download link fails to express the information of five elements to the user, or the content materials are inconsistent with the relevant application information, or other circumstances such as misleading and inducing the user to download; or Party B changes the content materials by itself without the confirmation by Party A, including but not limited to changing ordinary products originally promoted into products that require special business qualifications to operate, adding or changing contents such as download links; (6) Party B carries out data promotion beyond the agency scope and agency period agreed in the Agreement; (7) Party B and/or Party B’s affiliates affiliated companies carry out agency or other activities in the name of Party A or its affiliates affiliated companies beyond or without the authorization of Party A and its affiliatesaffiliated companies; (8) Party B or the customers represented by Party B provide any content materials containing malicious software, spyware or any other malicious code in the data promotion, which infringes the legitimate rights and interests of Party A and/or Party A’s users; (9) Party B develops sub-agents; (10) Where a written contract shall be signed between Party B and the customer it represents, and Party B fails to verify the legality and authenticity of the entity qualification submitted by the customer it represents, and Party B fails to provide Party A with the cooperation contract signed with the customer it represents upon notification by Party A to Party B; (11) In any of the following cases of Party B: 1) Party A undergoes business or production shutdown, business closure, rectification, reforming, deadlock, liquidation, takeover or trusteeship, dissolution, revocation of business license, deregistration or bankruptcy; 2) Party B undergoes financial deterioration, serious hardship in operations, or the occurrence of events or cases adversely affecting its normal operations and financial state; 3) Party B or its controlling shareholders or legal representatives are involved in major lawsuits, arbitrations, disputes, claims or other legal procedures, or major assets are seized, sealed up, frozen, enforced, or other measures with the same effect are taken, resulting in significant adverse effects on Party B’s solvency and operating ability; 4) For other circumstances of Party B, which, in Party A’s reasonable judgment, may cause or have caused significant adverse effects on Party B’s performance ability under the Contract, or do not meet Party A’s requirements for agents. (12) Party A’s performance of the Agreement is of no practical significance due to other serious breaches of contract by Party B. 3. If Party B fails to prove that it has fulfilled the review obligations agreed in the Agreement, and the content materials uploaded/submitted or delivered by Party B, or the sales/promotion of products or data promotion, or the business behavior of Party B/customers represented by Party B: (1) Infringes the legal rights of third parties; (2) or there is indeed evidence to prove that there is a major suspicion of the aforesaid infringement; (3) or Party A has received true and reasonable complaints (including but not limited to third parties accusing Party A/Party A’s affiliates of infringement in the form of complaints, letters, media reports, etc., filing a lawsuit against Party A/Party A’s affiliates, reporting to relevant competent authorities, etc.) due to its content materials or sales/promotion of products, the operation of Party B/customers represented by Party B, etc. In case of any of the above circumstances, Party A has the right to terminate the Agreement or suspend the release, take restrictive measures, and require Party B to pay liquidated damages of 20% of the corresponding data promotion fee for the content/product or RMB 30,000 (whichever is higher). If the liquidated damages are insufficient to make up for the losses of Party A and Party A’s affiliates, Party B shall continue to compensate; any dispute arising from Party B’s products shall be settled by Party B and Party B shall bear all legal responsibilities; if Party A/Party A’s affiliates compensate any third party or are punished by state authorities due to Party B’s infringement or illegal acts, Party B shall also fully compensate Party A and Party A’s affiliates for the losses incurred thereby. 4. If Party B violates the provisions of the Management Specifications on Ocean Engine Business Partners issued by Party A (in case of any change in the name of the Specification, the notification of the platform at that time shall prevail), Party A shall have the right to take corresponding measures against Party B and accounts of Party B and its customers and/or require Party B to bear corresponding responsibilities in accordance with the latest Management Specifications on Ocean Engine Business Partners that takes effect. Disputes, consequences, and losses arising therefrom between Party B and its customers shall be settled and borne by Party B. 5. Unless otherwise expressly provided in the Agreement, otherwise, the data promotion resources hereunder can only be used to promote the corporate image, brand, products or services of customers (i.e., the actual providers of the products or services promoted) clearly agreed in the orders signed by the Parties, the Data Promotion Schedule and other documents. Without the prior written consent of Party A, Party B shall not use the data promotion resources hereunder to promote any other customers by resale, transfer or any other means. Otherwise, Party A shall the right to immediately stop releasing or refuse to release such data promotion content, and Party B shall pay Party A liquidated damages of 20% of the unit rate card of the data promotion resources used for breach of contract within 5 working days from the date of Party A’s written notice. At the same time, Party A shall have the right to terminate the Agreement in advance. If the above-mentioned liquidated damages are insufficient to make up for Party A’s losses, Party B shall fully compensate Party A for the losses incurred thereby. 6. Under the Agreement, if Party B’s breach of contract causes losses to Party A and/or Party A’s affiliates, in addition to the liability for breach of contract agreed in the Agreement, Party B shall also compensate Party A and/or Party A’s affiliates for the rights protection expenses incurred in realizing their rights, including but not limited to investigation fees, travel expenses, attorney fees, litigation costs, preservation fees and preservation guarantee fees (or preservation insurance premiums) and other expenses. Party A has the right to directly deduct the liquidated damages, compensation, and rights protection fees payable by Party B from Party B’s advance payment, security deposit, and the balance (including cash balance, rebate amount, etc.) of account of Party B and its customers, and Party B shall continue to compensate for the insufficient part. 7. If Party A arbitrarily delays, interrupts or terminates the data promotion services without justifiable reasons, it shall explain the reasons to Party B in writing. If the agreed data promotion is not delivered or is incorrectly delivered at the agreed time due to Party A’s fault, Party A needs to provide resource compensation for Party B’s data promotion according to the principles of “one make-up for one mistake” and “one make-up for one omission”, that is, Party A only provides resource compensation of the same value to Party B for Party A’s wrong delivery and omitted delivery according to the above principles, and Party A shall not bear any other liabilities other than the above-mentioned. 8. If Party A commits any of the following breaches, Party B shall have the right to unilaterally terminate the Agreement: (1) Party A fails to provide data promotion services as agreed within 30 days overdue without justifiable reasons; (2) Party A commits breach of the confidentiality requirements of the Agreement; (3) Party B’s performance of the Agreement is of no practical significance due to other serious breaches of contract by Party A. 9. During the cooperation period of the Agreement, if Party B cancels an effective order and Data Promotion Schedule, Party B shall notify Party A in writing 30 days in advance and obtain written confirmation from Party A; if Party B fails to cancel according to the aforesaid agreement, it shall be deemed as Party B’s breach of contract (if Party B should pay the data promotion fees before data promotion but fails to pay it, it shall be deemed as Party B’s breach of contract to cancel the order). If Party B breaches the Contract, Party B confirms that it shall pay Party A the promotion expenses corresponding to the resources actually invested by Party A and the inventory locked and the corresponding resources reserved, and shall pay liquidated damages to Party A according to 20% of the promotion expenses agreed in the corresponding orders, Data Promotion Schedule and other documents or RMB 30,000, whichever is greater. Party A shall have the right to deduct the above-mentioned liquidated damages from Party B’s advance payment; if Party B does not have advance payment, Party B shall pay the above-mentioned liquidated damages to Party A within 10 working days after canceling the data promotion. If the above-mentioned liquidated damages are insufficient to make up for Party A’s losses, Party B shall fully compensate Party A for all the losses incurred thereby. 10. Party A has the right to check Party B’s promotion content, promoting or promotion products, operation behavior of Party B/its customers, and the information published on the platform. If Party A finds or suspects that Party B’s promotion content, sale of products, operation behavior of Party B/its customers, and the information published on the platform has any problems, Both parties have the right to send a notice of inquiry and correction to Party B, or to delete information, block permissions, suspend/stop the services hereunder, and have the right to deal with the aforesaid behaviors of Party B according to the platform rules. The specific contents shall be subject to the Agreement and the platform rules. At the same time, Party A reserves the right to further investigate the relevant liabilities of Party B.