Party A’s Rights and Obligations. 3.1 Party A guarantees that it is an entity established and operated in accordance with laws and regulations, has obtained the necessary operating qualifications, has the right and ability to sign and perform this agreement, and guarantees to abide by the rules of the Tencent platform and use funds from legitimate sources to pay advertising fees. 3.2 Party A shall independently review the qualifications, certification documents, advertising content, promotion objects, etc. of the sub-customers in accordance with the law to ensure that they comply with the requirements of the Advertising Law of the People’s Republic of China and other relevant laws and regulations as well as the requirements of the Tencent platform rules, including but not limited to: 1) Sub-Advertiser has the qualifications to operate the products and services it provides and publish advertisements for them. 2) Advertisements must not contain potential safety hazards, including but not limited to malicious programs such as phishing websites, viruses, and Trojan horses, and must not contain any content that endangers network security or damages the rights and interests of others. 3) Any use of other people’s name, image (including cartoon image), logo or works, etc. in the advertisement, or claiming to have any cooperative relationship with others, shall obtain the consent of the obligee in advance. 4) The brand, performance, quality, price, and promises involved in the advertisement shall be clear, understandable and consistent with the actual situation, including but not limited to if it contains gifts and rewards (including but not limited to game coins, virtual objects, real objects, discounts, etc.) If a promise is made, it shall be ensured that the content of the promise is consistent with the actual situation, and no false rewards, sales with prizes, gifts, etc. shall be contained. 5) The content of the landing page or the promotion object pointed to by the advertisement shall be legally established and have legal operating qualifications, and must have legal rights to the promotion object such as the website and have the right to publicize and use it. 6) Advertisements and promotion objects must not contain any illegal content, and must not contain malicious programs that endanger network security such as account hacking, password stealing, Trojan horses, and viruses, including but not limited to promoted websites/apps/official accounts, etc., must not promote or sell counterfeit products, engaging in illegal business activities, disseminating infringing or pornographic information. The promotional application/software or other products must not have unclear deduction items, unclear deduction prompts, malicious deduction, hidden fee deduction procedures, etc. that damage the rights and interests of users. 7) Other situations stipulated by laws, regulations, rules and regulations or Tencent platform rules. 3.3 The content of the landing page should be closely related to the advertisement, and the content actually displayed on the landing page should be consistent with the content submitted during the review, including but not limited to: 1) The landing page should be safe, stable, and able to be opened and browsed normally. 2) During the launch period, major changes are not allowed to be made to the display content of the landing page website, such as changing the ordinary products originally promoted to products that require special operating qualifications, etc. If there is any modification, Party B must be notified in advance and resubmitted for review. 3) It is not allowed to set directional jumps for advertisements, such as setting jumps based on factors such as region, time, IP, etc., so that the landing page is inconsistent with the link when the advertisement is reviewed. 4) It is not allowed to implement acts that violate laws, regulations or this agreement by setting malicious codes, viruses, etc. on the landing page. 5) Other situations that violate laws, regulations or Tencent platform rules. 3.4 Party A shall reasonably use the Tencent platform in accordance with the law, and shall not implement any behavior that endangers the security of the Tencent platform or damages the rights and interests of the platform, including but not limited to: 1) Making any changes or attempting to change the configuration of the service system of the Tencent platform or destroying the security of the system. 2) Any behavior that destroys or attempts to destroy network security, including but not limited to malicious scanning of websites and servers, illegal intrusion into systems, and illegal acquisition of data by means of viruses, Trojan horses, malicious codes, phishing, etc. 3) Using technology or other means to destroy or disrupt the operation of the Tencent platform or hinder others from using the Tencent platform, or to produce and disseminate methods for implementing the aforementioned purposes, etc. 4) Fake or use counterfeit Tencent platform products (including but not limited to counterfeit Tencent platform advertisements), causing misunderstanding or confusion to users. 5) Other acts that endanger the security of the Tencent platform or damage the rights and interests of the platform. 3.5 Any disputes and controversies arising from advertisements, promotion objects, etc. shall be independently resolved by Party A and shall bear all responsibilities, including but not limited to Party A acting in its own name, negotiating with third parties, responding to lawsuits or accepting the competent authority’s review, etc., and bear all costs, compensation for losses, etc. Party A has the obligation to assume the responsibility of the sub-customer. If Party A or Sub-Advertiser violates this agreement or the Tencent platform rules and causes losses to Party B, the traffic host or any other subject (including but not limited to the fees paid for handling user complaints, user claims, right holder claims, administrative penalties, etc. , and confiscated advertising fees, etc.), Party A shall compensate and cooperate with the processing. Party A shall not refuse to undertake the obligations stipulated in this agreement for any reason such as placing advertisements for sub-customers or sub-customers managing accounts for advertising. The losses suffered by Party A due to the customer’s violation of the Tencent platform rules shall be resolved through negotiation between Party A and the customer. 3.6 If Party A needs to upload and use relevant data information (including but not limited to user information collected by Party A or Party A’s customers) during the use of this service, Party A shall undertake: 1) Party A’s transmission behavior shall take necessary security measures (including but not limited to the use of encryption methods). If data leakage occurs due to any third party’s intrusion, unauthorized access, tampering, or illegal acquisition during the transmission process, the Party A independently assumes all legal responsibilities; at the same time, if the above situation occurs, Party A shall immediately notify Party B in writing. 2) The data information of Party A or Party A’s customers shall be real data legally collected, obtained or generated by Party A or Party A’s customers in the normal course of business, and they shall have the legal right to dispose of the data. Party A has been legally authorized to use the data in this service, and the authorized subject has clearly known and agreed to Party A’s use for obtaining this service. 3) Party A’s use of this service and entrusting Party B to process and analyze the above data information based on this service does not violate any laws and regulations, national or industry standards (including recommended standards). 4) Party A’s use of this service and entrusting Party B to process and analyze the above data information based on this service will not infringe any form of intellectual property rights or other legal rights of any third party in any form (including but not limited to the user’s right to know, right of choice, privacy, etc.), will not be questioned by any third party, and will not have disputes with any third party; 5) Party A’s use of this service and entrusting Party B to process and analyze the above-mentioned data information based on this service will not violate any agreement with any third party, nor will it exceed the scope of use agreed with the third party. If Party B deems it necessary to require Party A to provide proof of the right to use relevant data information (including but not limited to relevant authorization agreements, privacy policies, etc. in which Party A or Party A’s customers obtain authorization from their users), Party A shall immediately cooperate with Party B to provide relevant certificates and explanatory documents. If Party A fails to provide relevant certificates and explanatory documents, or Party B judges that the above-mentioned certificates and explanatory documents are flawed or wrong, it shall be deemed that Party A has violated this agreement, and Party B has the right to terminate the service at any time and claim that Party A shall bear the liability for breach of contract. 3.7 Based on the principles of creative sharing and mutual benefit, Party A agrees to authorize Party B to share the advertising plans of Party A and its sub-customers and the business cooperation cases with Party B (such as marketing cases, data cooperation cases, brand operation cases, etc.). Through website posting, on-site introduction, design tools, product functions, etc., to show, introduce, and comment on others (including but not limited to using advertisements or cooperation cases as examples to introduce its advantages and disadvantages to others), or for reference, study, selection, etc., and use the name and business logo of Party A and its sub-customers in the above activities.
Appears in 3 contracts
Samples: Service Provider Cooperation Agreement (Haoxi Health Technology LTD), Service Provider Cooperation Agreement (Haoxi Health Technology LTD), Service Provider Cooperation Agreement (Haoxi Health Technology LTD)
Party A’s Rights and Obligations. 3.1 Party A guarantees warrants that it is an a legal entity who is duly established and operated in accordance with operates according to laws and regulations, has obtained the necessary operating qualifications, and has the right and ability power to sign execute and perform this agreement, and guarantees . Party A undertakes to abide by follow the rules of the Tencent platform Platform and use funds from legitimate sources of lawful source to pay advertising feesthe advertisement costs.
3.2 Party A shall independently review the qualificationsqualification, certification supporting documents, advertising content, and promotion objects, object etc. of the subSub-customers in accordance with the law to Clients independently, and shall ensure that they comply with meet the requirements of the Advertising Law of the People’s Republic of China and other relevant laws and regulations as well as the requirements of the Tencent platform rulesPlatform Rules, including but not limited toto the following:
(1) Sub-Advertiser has Clients have the qualifications qualification to operate the products and services it provides they provide and to publish advertisements for themof such products and services.
(2) Advertisements Advertising must not contain potential safety hazardssecurity threats, including but not limited to malicious programs such as phishing websites, viruses, and Trojan horsesTrojans, and must not contain other malicious programs, or any content that endangers endangering the security of network security or damages the rights and interests of othersother’s interest.
(3) Any use Use of other people’s any right of others in Advertising including name, image (including cartoon image), logo or works, etc. in the advertisement, works or claiming to have claim of having any cooperative relationship with others, shall obtain be subject to the prior consent of the obligee in advanceright holder.
(4) The brand, performance, quality, price, undertakings and promises involved in the advertisement other content related to Advertising shall be clearobvious, understandable clear and consistent with the actual situation, including but not limited to if it contains the consistency of the content of promised gifts and rewards (including but not limited to game coinscurrency, virtual objectsgoods, real objects, goods and discounts, etc.) If a promise is made, it shall be ensured that the content of the promise is consistent with the actual situation, situation and no false rewardsawards, prize-giving sales with prizes, and gifts, etc. shall be contained.
(5) The Landing Pages content of the landing page or the promotion object pointed to by the advertisement Promotion Targets that Advertising aims at shall be legally established and have legal operating business qualifications. In addition, and Sub-Clients must have legal rights to for the promotion object Promotion Targets such as the website websites, and have the right to publicize do marketing on them and use itthem.
(6) Advertisements The advertisement and promotion objects must Promotion Targets shall not contain any illegal contentcontent that violates laws and regulations, and must not nor contain any malicious programs that endanger may compromise network security such as account hacking, password stealing, Trojan horsesTrojans or viruses. For example, and viruses, including but not limited to promoted promotion websites/appsapplications/official accounts, public numbers etc., must . shall not promote involve in promotion or sell sale of counterfeit and shoddy products, engaging in illegal business activities, disseminating infringing dissemination of infringement or pornographic information. The promotional applicationIn addition, the promoted applications/software or other products must shall not have result in infringement of the users’ rights and interests, such as unclear deduction of charge items, unclear fee deduction promptsreminders, malicious deductiondeduction of fees, hidden and concealed setting of fee deduction procedures, etc. that damage the rights and interests of users.
(7) Other situations stipulated circumstances provided by laws, regulations, rules and regulations or Tencent platform rulesPlatform Rules.
3.3 The content of the landing page should Landing Pages shall be closely related to the advertisementAdvertising. In addition, and the content of Landing Pages actually displayed on the landing page should shall be consistent with the content submitted during the for review, including but not limited to:
(1) The landing page should Landing Pages shall be safe, stable, safe and able to stable and can be opened and browsed normallyfor browsing properly.
(2) During the launch period, No major changes are not allowed to change may be made to the display content of displayed on the landing page websitewebsites during the period of launch. For example, such as changing the ordinary products originally that have been promoted shall not be changed to the products that require shall be operated with special operating qualifications, etc. If there any change is any modificationrequired, Party B must shall be notified in advance and resubmitted the change shall be submitted to Party B for review.
(3) It is not allowed to set directional No directed jumps for advertisements, such as setting jumps of Advertising may be made based on factors such as region, time, IP, etc., so that and IP to mismatch the landing page is inconsistent links of Landing Pages and Advertising with those at the link when the advertisement is reviewedtime of review.
(4) It is not allowed to implement acts that violate No act in violation of laws, regulations or provisions in this agreement by Agreement may be carried out through setting of malicious codes, viruses, etc. codes or viruses on the landing pageLanding Pages or any other way.
(5) Other situations that violate violations of laws, regulations regulations, or Tencent platform rulesPlatform Rules.
3.4 Party A shall reasonably use the Tencent platform Platform in accordance with the lawa legal and reasonable way, and shall not implement conduct any behavior activities that endangers endanger the security of the Tencent platform Platform or damages harm the rights and interests of the platformPlatform, including but not limited to:
(1) Making any changes or attempting attempt to change the service system configuration of the service Tencent Platform or disrupt system of the Tencent platform or destroying the security of the systemsecurity.
(2) Any behavior action that destroys or attempts to destroy network security, security including but not limited to malicious maliciously scanning of websites and servers, illegal intrusion into systems, invasion to systems and illegal acquisition of data by means of viruses, Trojan horsesTrojans, malicious codes, codes and phishing, etc.
(3) Using technology Destructing or other means to destroy or disrupt disrupting the operation of Tencent Platform or impede the use of Tencent platform Platform by others with the use of technology or hinder others from using the Tencent platformby other means, or to produce create and disseminate methods for implementing the aforementioned purposes, etc.
(4) Fake Counterfeiting or use using counterfeit Tencent platform products (including but not limited to counterfeit imitation of the forms of Tencent platform advertisements), causing misunderstanding Advertising Services) to mislead or confusion to confuse users.
(5) Other acts actions that endanger the security of the Tencent platform Platform or damage harm the rights and interests of the platformTencent Platform.
3.5 Any disputes and controversies Party A shall independently resolve any controversy or dispute arising from advertisements, promotion objects, Advertising and Promotion Targets etc. shall be independently resolved by and entirely assume relevant liability. For example, Party A shall act in its own name to negotiate with third parties, respond to lawsuits or accept investigation of competent authorities etc., and shall bear all responsibilities, including but not limited to Party A acting in its own name, negotiating with third parties, responding to lawsuits or accepting the competent authority’s review, etc., costs and bear all costs, compensation for losses, losses etc. Party A has the obligation to assume the responsibility shall be responsible for any liability of the subany Sub-customerClient. If Party A or any Sub-Advertiser Client violates this agreement Agreement or the Tencent platform rules Platform Rules and causes losses to Party B, the traffic host or any other subject (including but not limited to the fees paid for handling user complaints, user claims, right rights holder claims, claims and administrative penalties, penalties etc. ., and confiscated advertising fees, Advertising Expenses etc.)) to Party B, Party A shall compensate make compensation and cooperate with on the processinghandling. Party A shall not refuse to undertake the obligations stipulated in this agreement Agreement for any the reason such as placing advertisements that Advertising is displayed for subthe Sub-customers or sub-customers managing accounts for advertising. The losses suffered by Party A due to the customer’s violation of the Tencent platform rules shall be resolved through negotiation between Party A and the customer.
3.6 If Party A needs to upload and use relevant data information (including but not limited to user information collected by Party A or Party A’s customers) during the use of this service, Party A shall undertake:
1) Party A’s transmission behavior shall take necessary security measures (including but not limited to the use of encryption methods). If data leakage occurs due to any third party’s intrusion, unauthorized access, tampering, or illegal acquisition during the transmission process, the Party A independently assumes all legal responsibilities; at the same time, if the above situation occurs, Party A shall immediately notify Party B in writing.
2) The data information of Party A or Party A’s customers shall be real data legally collected, obtained or generated by Party A or Party A’s customers in the normal course of businessClient, and they shall have by the legal right to dispose of the data. Party A has been legally authorized to use the data in this service, and the authorized subject has clearly known and agreed to Party A’s use for obtaining this service.
3) Party A’s use of this service and entrusting Party B to process and analyze the above data information based on this service does not violate Sub-Client through managing any laws and regulations, national or industry standards (including recommended standards).
4) Party A’s use of this service and entrusting Party B to process and analyze the above data information based on this service will not infringe any form of intellectual property rights or other legal rights of any third party in any form (including but not limited to the user’s right to know, right of choice, privacy, etc.), will not be questioned by any third party, and will not have disputes with any third party;
5) Party A’s use of this service and entrusting Party B to process and analyze the above-mentioned data information based on this service will not violate any agreement with any third party, nor will it exceed the scope of use agreed with the third party. If Party B deems it necessary to require Party A to provide proof of the right to use relevant data information (including but not limited to relevant authorization agreements, privacy policies, etc. in which Party A or Party A’s customers obtain authorization from their users), Party A shall immediately cooperate with Party B to provide relevant certificates and explanatory documentsaccount. If Party A fails suffers any loss due to provide relevant certificates and explanatory documents, or Party B judges that the aboveany Sub-mentioned certificates and explanatory documents are flawed or wrongClient’s violation of Tencent Platform Rules, it shall be deemed that Party A has violated this agreement, negotiate and Party B has resolve with the right to terminate the service at any time and claim that Party A shall bear the liability for breach of contractSub-Client.
3.7 3.6 Based on the principles of creative creativity sharing and mutual benefit, Party A agrees to authorize Party B to share display, introduce, evaluate and analyze the advertising plans Advertising of Party A and its subSub-customers Clients in the form of information network dissemination and the business cooperation cases with Party B (such as marketing cases, data cooperation cases, brand operation cases, on-site training etc.). Through website postingthrough websites, on-site introductionpresentations, design tools, and product functions, etc., to show, introduce, and comment on others functions (including but not limited to using advertisements or cooperation cases as examples to introduce its introduction of advantages and disadvantages of any Advertising to others), or for reference, study, selection, etc.learning, and use the name and business logo of Party A and its sub-customers in the above activitiesselection by others.
Appears in 2 contracts
Samples: Agreement of Cooperation on Tencent Advertising Services (iClick Interactive Asia Group LTD), Agreement of Cooperation on Tencent Advertising Services (iClick Interactive Asia Group LTD)