Article I Definition of Service

(1) Provides the setting permissions of the management end domain name and tracking link domain name for Customer: Customer can customize the domain names of the management end and tracking link in the FuseClick Website setting. After setting, Customer’s extension workers and staffs can visit the FuseClick Website through the customized domains and can generate the click links which contain the customized domain names.

(2) Ad publishing and management on the PC or mobile terminals: Customer can publish ads on the FuseClick Website, and the ads can be divided into PC ads and mobile-terminal ads according to the equipment types.

(3) Registration and management of affiliates: the affiliates can register on the registration page provided by the FuseClick Website, and Customer manages them.

(4) Ad click tracking and performance statistics and analysis: Customer can timely obtain the statistics and analysis statement through the click tracking service provided by the FuseClick Website, and can view the data in real time in the FuseClick Website.

(5) Bill settlement for the customers and affiliates: based on the actual promotional effectiveness, Customer can conduct the bill settlement for the customers and affiliates according to the set period.

Article II Customer’s Rights and Obligations

(1) Customer shall guarantee the authenticity, legality, and validity of the ads and all the related data and materials released in Owner’s platform, and promise that the aforesaid information, data or materials don’t violate any relevant laws and regulations, or infringe any third party’s legitimate interests.

(2) After setting the customized visiting and tracking domain names, Customer must ensure to legally own and control the domain names, when the domain names cannot be used normally due to policies and regulations, any reasons from a third party or technical reasons, Owner does not undertake any responsibility.

(3) After setting the customized visiting and tracking domain names, It is a prerequisite that the customer must accurately configure domain name resolution (DNS) record before using the Fuseclick website and its auxiliary functions. Owner should provide necessary assistance to customer for configuring DNS records. Owner does not take any responsibility, incase the customer doesn’t accurately configure the DNS or wrongly amends the DNS record later.

(4) The services from third parties used for the configuration of the FuseClick Website, such as outgoing mail server, are the prerequisite for the application of some functions in the FuseClick Website, when the functions of the FuseClick Website cannot be used due to any issues caused by the services from third parties, Owner does not undertake any responsibility.

(5) Customer promises to use the services only for the purposes which are legal and conform to the Agreement and relevant rules. Customer shall not promote any ads which can interfere with the social order, be illegal, false, deceptive, intrusive, insulting, threatening, harmful, destructive or aggressive on Owner’s platform. If other persons report the contents released by Customer, Customer shall delete in 48 hours and dispose the relevant contents, and Customer shall undertake all the legal responsibilities if Customer doesn’t dispose or fails to timely dispose the contents.

(6) Customer shall well safeguard the user name and password, and shall not allow any third parties (the third parties shall not be Customer’s related companies) to use the user name and password. Customer shall undertake all the legal responsibilities if the user name and password are disclosed for the reasons of Customer.

(7) Customer shall pay the money on time in accordance with the contractual regulations, if Customer doesn’t pay the money as contracted, Owner has the right to terminate the services (including not limited to “close customer’s account”) after informing the Customer and to ask customer to pay the liquidated damages at 5‰ of the amounts payable for each and every overdue day. The total liquidated damages are no more than the service fee. If the owner stops the service in accordance with the Agreement, the liquidated damages shall still be calculated. Customer will compensate owner for the reasonable cost of Safeguard right, and customer knows that the fees for lawyers involved in arbitration shall be no less than USD 400/hour.

(8) Customer promises to have all the qualifications required for the signing of the Contract, and provides the evidentiary materials, such as the copy of business license, as required by Owner before the signing of the Contract.

(9) Customer authorizes Owner to use Customer’s trademark for the purpose of business promotion on the FuseClick Website.

(10) The Agreement should be terminated after the written notice of Customer 7 days in advance. After receipt of the termination notification, Owner should send Fuseclick Service Fee Notice, and Customer should deliver the payment according to FuseClick Service Contract of Ad Performance Tracking and Analysis.

Article III Owner’s Rights and Obligations

(1) The owner is obliged to timely answer Customer’s related consulting and to notify Customer of the operation and application methods.

(2) Owner provides the third-party service platform for transactions between Customer and his customers and doesn’t undertake any responsibilities for all the personnel or interest disputes between Customer and his customers.

(3) The owner is obliged to keep the secret of the business data generated from the application process of the FuseClick Website operation for Customer, and shall not disclose any data or information of Customer to any third parties.

(4) Owner endeavors to maintain the normal operation of the FuseClick Website, and tries to avoid the service interrupt or to limit the interrupt time within the minimum duration to ensure Customer’s normal use.

(5) When Customer violates the related laws and regulations, infringes third parties’ legitimate interests in the operation activities or uses Owner’s service platform to be engaged in any illegal activities, Owner has the right to immediately stop the services after informing Customer, and Customer shall settle all the disputes and punishments arising from this and undertake all the legal responsibilities, and Owner has the right to terminate the Contract.

(6) If Customer's loss caused by the failures of the platform, Owner according to the following methods of reduction of responsibility: Because of the third party service, Owner shall deduct the platform usage fee in the current month in proportion to the down time and monthly use time(issues time/monthly server time). In case of platform failure, Customer's average Profit per hour shall be calculated based on the data of 168 hours before the failure to calculate the deduction amount during the failure period ( average profit per hour*issues time), and Owner shall deduct such amount from the monthly platform usage fee. The above two kinds of deductions, the biggest reduction amount shall not exceed the monthly service fee of that month.

(7) The same click requests are sent from the same IP, which has exceeded 6000 within 1 minute, the owner has the right to reject the click requests above 6000 for 15 minutes.

(8) If each of your Offer generated 1,000,000 gross clicks one day, but it's conversion rate is bellow 0.001‰ that day, the owner has the right to close them to avoid the damage caused by malicious acts.

Article IV Force Majeure

(1) “Force majeure” refers to the events that both Parties hereto cannot reasonably control, foresee or avoid even they foresee which will hinder, influence or delay either Party to perform all or part of obligations as contracted. These events include but are not limited to the government actions, natural disasters, wars, strikes, computer viruses, hacker attacks, network interrupt caused by the technical adjustment from telecommunication management, power failure, etc.

(2) If part of or the whole Contract cannot be performed or be performed with a delay due to the aforesaid force majeure events, both Parties shall not undertake any responsibilities for breach of contract. But the Party shall reduce the losses incurred by the other Party influenced by force majeure to the lowest.

Article V Governing Laws and Dispute Settlement

(1) The signing, interpretation, implementation and dispute settlement of the Contract shall be governed by the laws of China.

(2) Any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled by Shanghai International Economic and Trade Arbitration Commission.

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