TEMU CH

Master Campaign Agreement (updated on 13 January 2026)

1. Introduction

These Standard Terms and Conditions (these “Terms”), including all exhibits, attachments and any applicable “Insertion Order(s)” (“IOs”) (collectively the “Agreement”) hereto and incorporated herein by reference, are entered into by you and Elementary Innovation Pte. Ltd. and its parent, affiliate, subsidiary and related entities (“Advertiser” or similar terms) and you, the “Publisher” (each a "Participant” or “party”) to utilize the platform currently located at  www.awin.com  (the “Platform”) owned and operated by AWIN AG (“Awin”).

“Affiliate” refers to any entity that a Participant directly or indirectly controls, is controlled by, or shares common control with, at present or in the future. “Control,” including “controlled by” and “under common control with,” means the direct or indirect ability to govern an entity’s management and policies, whether via ownership of voting securities, contractual agreements, or other mechanisms.

“Contracting Entity” refers to Elementary Innovation Pte. Ltd. or any of its affiliates that enter into an Insertion Order (IO) with the Publisher and explicitly incorporate this Agreement by reference.

Upon accepting these Terms, Advertiser will make available to Publisher Qualifying Links (as defined below) that are subject to these Terms. A Qualifying Link refers toa unique link/code generated by the Advertiser for the Publisher that directs users to Advertiser’s website or mobile app ("Site”). All such tracking links shall be the tracking links provided through the Platform for the respective advertising placements, rather than the Advertiser’s standard destination or long-form URLs.

Advertiser reserves the right to approve each and every website/account/blog that links to Advertiser’s Site through a Qualifying Link (each a “Publisher Website”). The Qualifying Links will serve to identify Publisher Website as an authorized part of the Program and will establish a trackable link from the Publisher Website to Advertiser’s Site. Publisher agrees that when displaying Qualifying Links on the Website, Publisher complies with the attached Endorsement Guideline (Exhibit A). Advertiser reserves the right to take immediate steps shall Publisher fail to comply with the Endorsement Guideline, including but not limited to the suspension or termination of these Terms and the cooperation.

2. Entering into Insertion Orders

The Participants acknowledge and agree that, from time to time, the Participants may agree on specific engagement terms by executing one or more IO(s) that references and incorporates this Agreement, which can be created via the Platform electronically or otherwise agreed offline. This Agreement applies to every IO between the Publisher and Temu (or any of their affiliates). Such supplemental terms, and, upon execution, shall be deemed a part of this Agreement and a separate contract between Publisher and the applicable Contracting Entity.

The IOs may among others, specify the actions (“Actions”) and qualifying parameters that entitle Publisher to compensation from the Advertiser (“Payouts”). Publisher makes no guarantee or representation that it will generate any Action(s).  Except as provided for in any IO, if at all, Advertiser makes no guarantee or representation that the Publisher will be successful in earning any Payouts.

Please note, there are Payment Restrictions incorporated with the IO, where:

(i) Subject to Publisher’s complete fulfillment of its obligations (including any representations and warranties provided under this Agreement) and compliance with the provisions of the Agreement, Advertiser shall make payments to Publisher based on the customer status and qualifying parameters specified in each IO. At Advertiser’s sole discretion, customer status shall be deemed not new, including but not limited to, if a customer has already placed order(s) or the device that customer used has placed order(s) with the Advertiser;

(ii) the canceled or refunded orders are not subject to any payment.  

3. Restrictions

Tracking Actions and Calculating Payouts: Unless an IO states otherwise, all tracking and payment processing facilities in relation to the tracking of Actions and calculation of Payouts shall be provided by Advertiser.  Awin shall aggregate payments due from Advertisers to the Publisher and make payments to the Publisher in accordance with each IO. 

Chargebacks:  Effective Activation and Actions can be cancelled or returned by the Advertiser (“Chargeback”) including but not limited to the following scenarios: (a) an Action is incomplete; (b) if a customer has cancelled or returns an Action IN FULL; (c) if an Action has been made fraudulently or in an otherwise non-bona fide manner; (d) if an Action is carried out by a person who is outside the area serviced by the Advertiser; (e) if the Advertiser is unable to ship goods to a customer in relation to an Action; or (f) And other situations that Advertiser believes cannot meet Effective Activation or Actions requirements.  Each IO shall state the period of time (Action Locking Period) within which the Advertiser may apply a Chargeback. Under CPA mode, Advertiser shall not pay for any Effective Activation if the Action placed on Temu APP for the first time has been cancelled or returned within the Action Locking Period. Also, Advertiser shall not pay for any Actions if the Action placed on Temu APP has been cancelled or returned within the Action Locking Period.

Advertiser may delay the payment for the purposes of investigation and may refuse to arrange for such payment, in Advertiser’s sole discretion, for any actions that are fraudulent, suspicious, or in violation of these Terms. All of Advertiser’s decisions are final and binding, including decisions as to whether the Qualifying Link is approved pursuant to these Terms.

Publisher may not violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of these Terms, as such conduct will be grounds for immediate termination of these Terms and refuse of any payment. In addition, Publisher may not act in an unfair or disruptive manner, or use any system, bot or other device or artifice to fulfill these Terms or receive any benefit. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THESE TERMS MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, ADVERTISER RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

4. Taxes

All taxes applicable to any benefits provided by us under this Agreement will be Publisher’s responsibility and all Payouts under this Agreement are inclusive of VAT, sales tax, digital service tax or other indirect taxes. Publisher represents and warrants that Publisher is solely responsible for any and all tax liability resulting from their respective receipt of the fees. Advertiser shall not pay any amounts for income tax, withholding tax, social security, unemployment or worker’s compensation. If Advertiser is required to file with the Internal Revenue Service a Form 1099-MISC, U.S. Information Return for Recipients of Miscellaneous Income or a Form 1042-S, Foreign Person’s U.S. Source Income Subject to Withholding, reflecting the Rewards paid by Advertiser to Publisher, then Publisher will be required to complete and submit a Form W-9 or Form W-8 (Series) to Advertiser.

5. Representations and Warranties; Data Anomalies; Indemnification

Publisher represents and warrants that (i) Publisher has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform its obligations hereunder without violating the rights of any third parties. Should the advertising materials encompass rights belonging to a third party, such as trademarks, patents, copyrights, and others, Publisher is solely responsible for securing the requisite license, authorization or permission from the pertinent rights holders, and such license, authorization or permission must strictly adhere to the terms and conditions as set out in this Agreement concerning the publication, duration, and extent of such advertising materials; (ii) this Agreement constitutes a valid and binding agreement of Publisher, and Publisher will provide services in accordance with the specifications, criteria, timing, and other requirements set forth in this Agreement; (iii) Publisher has all necessary permits, licenses, and clearances to sell the deliverables specified in the Agreement; (iv) Publisher shall, at all times, act honestly, diligently and in good faith in the execution, performance, and enforcement of this Agreement, including but not limited to, Publisher will not engage and has not engaged in any fraud, impersonation or any other dishonest behavior; (v) to the extent that the advertising materials is not wholly original to Publisher, Publisher has obtained all licenses, rights, consents, permissions, and releases necessary for the use of the advertising materials (including with respect to any third parties appearing in the advertising materials), and such license, authorization or permission must strictly adhere to the terms and conditions as set out in this Agreement concerning the publication, duration, and extent of such advertising materials; (vi) the advertising materials and use of the advertising materials as contemplated in this Agreement does not infringe or violate the rights of any third party, including, without limitation, any property rights, intellectual property rights, or right of privacy or publicity; (vii) Publisher will strictly adhere to all applicable laws, regulations, administrative guidelines, orders, ordinances, and industry standard practices, including, without limitation, all privacy and data security laws, and it shall not engage in any conduct that could prompt any third parties or government authorities to initiate claims, lawsuits, investigations, or impose penalties against Advertiser; (viii) Publisher shall ensure that all disclosures required by applicable laws, regulations, administrative guidelines, orders, ordinances and industry-standard practices appear clearly and conspicuously and in close proximity to any statements that Publisher makes about Advertiser; (ix) Publisher shall not knowingly engage in any advertising activities directed at individuals who are considered children under the applicable TEMU Privacy Policy for the purposes described in this Agreement, and Publisher represents and warrants that it will implement all reasonable and necessary technological, procedural, and operational safeguards to ensure compliance with this obligation.

Publisher further represents, warrants, and covenants that (a) Publisher will create, maintain, and operate the Affiliate Site in accordance with these Terms, (b) neither Publisher’s participation in the Program nor Publisher’s creation, maintenance, or operation of Publisher’s Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over Publisher (including all such rules governing communications, data protection, advertising, and marketing), (c) Publisher is lawfully able to enter into contracts (e.g. Publisher is not a minor or otherwise legally prevented from contracting), (d) Publisher has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as expressly set forth in these Terms, (e) Publisher will not use any other Service Offerings if Publisher is the subject of any sanctions or of sanctions consistent with applicable law imposed by the governments of the country where Publisher is using any Service Offering; (f) Publisher will comply with any and all export and re-export restrictions, and applicable related restrictions consistent with applicable law, that may apply to goods, software, technology and services, and (g) the information Publisher provides in connection with these Terms is accurate and complete at all times.

Advertiser does not make any representation, warranty, or covenant regarding the amount of traffic or income Publisher can expect at any time in connection with these Terms, and Advertiser will not be liable for any actions Publisher undertake based on Publisher’s expectations.

Notwithstanding any other provision in this Agreement, in the event of any pending or threatened action, claim, cause of action, complaint, demand, proceeding, or suit (including any pending or threatened third party action, claim, cause of action, complaint, demand, proceeding, or suit) (collectively, a “Claim”) arising (in whole or in part) from Publisher’s negligence, willful misconduct, breach of any provision, obligation, representation, or warranty in this Agreement, and/or violation of applicable laws, Publisher agrees to defend, compensate, indemnify, and hold harmless Advertiser and its Affiliates, and each of their respective officers, directors, employees, representatives, business partners, and agents (collectively, the “Indemnified Parties”), from and against any and all costs, harm, charges, damages, judgments, awards, fines, obligations, liabilities, losses, and expenses (including without limitation all legal costs and attorneys’ and professional fees) (collectively, “Losses”) arising from the Claim. The Indemnified Parties may, at their option, assume the defense, settlement, or other resolution of a Claim through counsel of their own choosing and seek reimbursement for attorney’s fees, costs, and other Losses from Publisher.

Publisher represents and warrants that there is and will be no Data Anomalies (as defined below) in any form when providing the services as agreed in this Agreement. Publisher acknowledges that the Advertiser has the right to determine whether Publisher violates this Section based on the tracking and monitoring methods selected and confirmed by the Advertiser. If the Advertiser finds any form of Data Anomalies or notice any form of possible Data Anomalies during or beyond the term of the Agreement, the Advertiser shall have the right to ask Publisher to bear the liability arising from such breach of Agreement. If Publisher finds any form of Data Anomalies or notice any form of possible Data Anomalies, it shall immediately notify the Advertiser and take all measures to hold relevant parties accountable and claim compensation. Meanwhile, the Advertiser shall have the right to ask Publisher to bear the liability arising from such breach of Agreement. For the Data Anomalies, if confirmed, the Advertiser shall have the right not to pay Publisher the fees related to such data (that is, the fees cannot be included in the Settlement Amount) regardless of whether it is caused by Publisher. If such fee has been paid, the Advertiser shall have the right to directly deduct from the amount to be paid to Publisher or request Publisher to refund such fee to the Advertiser immediately upon receipt of written notice from the Advertiser. Publisher agrees that at any time, the Advertiser shall have the right to raise objections to Publisher regarding the relevant data of the Advertiser’s account; Publisher shall, within three (3) Business days from the date of receipt of the objection notice from the Advertiser, make reasonable explanations and provide valid evidence to support such explanations, and actively cooperate with the Advertiser to verify the situation and hold responsible parties accountable. If Publisher fails to reply or give a reasonable explanation within the time limit, or refuses to cooperate with the Advertiser in verifying the situation or seeking accountability from the relevant responsible party, it shall be deemed that Publisher confirms the validity of the objection raised by the Advertiser and accepts the fact of breach of Agreement. Publisher agrees that any data and/or record related to the Services shall be retained by Publisher for at least three (3) years or until the expiration of Term, whichever is later.

“Data Anomalies” shall mean factually inaccurate data that is the product of gross negligence, willful misconduct, fraud or concealment, including but not limited to fabrication or falsification of data, provision of invalid data or other behaviors that cause data anomalies decided including but not limited by Advertiser itself. Invalid data and data anomalies shall mean data generated by non-human browsing of advertising materials, such as by machines or bots. This includes:

• Ad impressions, clicks, and page views generated without the user's knowledge.

• Ad monitoring requests triggered at the wrong time.

• Other traffic that the Advertiser reasonably deems suspicious.

Invalid data and data anomalies include, but is not limited to, the following:

• Traffic from bots, crawlers (also known as "web spiders"), or other automated systems that are disguised as legitimate users, as well as traffic from non-browser user agents or other forms of unknown browsers.

• Traffic data that exceeds the frequency or time interval limits reasonably associated with human traffic, such as high-speed, continuous, or repeated requests that appear to be abnormal based on user behavior in advertising campaigns.

• Traffic with missing or inconsistent user agent information, or traffic from non-browser user agents or other forms of unknown browsers, or traffic that lacks key data information for valid traffic.

• Traffic where users are unable to see the normally delivered ad content due to hiding, stacking, covering, or other methods.

• Known traffic from data centers (traffic from specific network IPs or IP ranges that clearly originate from non-human access to advertising materials).

• Traffic from pre-fetching or browser previews of ads.

• Known traffic from high-risk or fraudulent sources.

• Traffic with missing or inconsistent basic information (at least event type, creative ID, timestamp, IP, request method, user agent UA field).

• Regular routine testing traffic initiated by the Publisher or media owner on the Advertiser-provided click links and landing pages.

• Traffic initiated by the Advertiser or its representative in consultation with the Publisher or media owner for testing purposes.

• Undisclosed bot and crawler traffic that highly simulates real human users.

• Traffic generated by plugins, malware, or other malicious software.

• Traffic generated through fraudulent proxy servers.

• Traffic intentionally nested and maliciously generated within web pages on domains different from the primary ad serving domain.

• Manipulation of measurement data for monetary gain.

• Traffic with falsified visibility exposure judgment attribute parameters.

• Hijacking of devices and sessions on devices.

• Illegal hijacking of ad creatives and manipulation of traffic.

• Content theft, forgery, and false display.

• Malicious modification, insertion, or deletion of cookie content to alter user access records.

• Manipulation or falsification of location data and related attributes.

• Invalid proxy traffic (i.e., invalid traffic from intermediary proxy devices, including traffic count manipulation through proxy devices, creation/transmission of non-human traffic, or traffic that cannot be verified by the protocol).

Examples:

• A user generates a large number of impression or click logs for a particular ad in a short period of time, which is significantly different from normal browsing behavior. A user generates a click log without a corresponding impression log.

• The Referrer information in the impression or click logs contains URLs of media, channels, or pages outside the agreed-upon scope of the parties. The Use Agent information in the impression or click logs contains operating system or browser information outside the agreed-upon scope of the parties.

• In an ad campaign without IP address targeting, click or impression logs are concentrated in the same address or address range. In an ad campaign without time targeting, click or impression logs are concentrated in a certain time period of a day. In an ad campaign without operating system or browser targeting, the distribution of operating systems and browsers in the click or impression logs is significantly different from the general population.

Morals. If Publisher has committed, commits, is accused of, is reported to have done, or is arrested for any act that (a) is or shall be an offense involving moral turpitude under federal, state, or local laws, (b) brings Publisher or Advertiser into public disrepute, contempt, embarrassment, scandal, or ridicule, as reasonably determined by Advertiser, or (c) is reasonably likely to injure the success or damage the reputation of Advertiser, or reduce the commercial value of Publisher’s association with Advertiser, including, without limitation, disparaging Advertiser, its products or services to be promoted;  then at the time of any such act or at any time after Advertiser learns of any such act, Advertiser shall have the right, at its sole option, to immediately terminate this Agreement or the relevant IO by written notice to that effect without cost or penalty. In the event of Advertiser’s termination according to the foregoing sentence, without limiting any other rights or remedies of Advertiser, Advertiser shall be entitled to a full refund of (or shall be entitled to withhold, to the extent not yet paid) a pro-rata portion of the fees reflecting the loss of Advertiser’s rights hereunder.

6. Limitation of Liability

To the fullest extent permitted by applicable law, no responsibility or liability is assumed by Advertiser for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of these Terms or Advertiser’s Site: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online or other communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Program in whole or in part for any reason; traffic congestion on the Internet or the Program; unauthorized human or non-human intervention of the operation of these Terms, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of these Terms or Advertiser’s Site, or loss, miscount, misdirection, inaccessibility or unavailability of an Account used in connection with these Terms or Advertiser’s Site.  

To the fullest extent permitted by applicable law, Publisher hereby agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with these Terms shall be resolved individually, without resorting to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with these Terms, but in no event attorneys’ fees; and (iii) under no circumstances will Publisher or anyone else be permitted to obtain awards for and Publisher hereby waive all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.  

WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EVERYTHING PROVIDED IN RELATION TO THESE TERMS OR BY ADVERTISER’S SITE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  

7. Privacy

Publisher acknowledges that no personal data is involved under this Agreement.

In case any personal data is otherwise involved during the Services, Publisher shall sign a data-processing-agreement with Advertiser in accordance with data protection laws such as the Regulation (EU) 2016/679 (General Data Protection Regulation) (“GDPR”).

Under such condition, Publisher also acknowledges and warrants that: it will collect and process personal data in accordance with all applicable laws, including but not limited to:

a.   provide necessary information to data subjects as is required by Articles 13 and 14 GDPR;

        b. implement and maintain appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to personal data;

        c. promptly (and without undue delay) notify Advertiser in the event that it receives a Data Subject Request；

        d promptly (and without undue delay) notify Advertiser in the event that it receives any Regulator Correspondence or third party Request；

        e. take all necessary measures to ensure that personal data are transferred in accordance with applicable data protection laws;

f. any personal data received from Advertiser will be processed for the sole purpose of providing the Services under this Agreement and will only keep such personal data for no longer than is necessary for such purpose.

         g.  any personal data transfer between Advertiser and Publisher requires execution of standard contractual clauses (“SCCs”) in order to comply with applicable data protection law, the parties hereby enter into the SCCs published by EU Commission (https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj) which are incorporated by reference into this Agreement.

8. Intellectual Property

Unless explicitly authorized in an IO, Publisher shall not promote any materials provided by the Advertiser (the “Creative”) using the following means:

(a) provision of leads obtained other than through intended consumer (“End User”) action (e.g. through the use of phone books, or similar such compilations of personal data);

(b) use of fake redirects, automated software, or other mechanisms to generate Actions;

(c) Actions that are not in good faith, such as those using any automated device, robot, frames or hidden frames; or

(d) the use of incentives to procure Actions from End Users.

Publisher agrees to authorize Advertiser to use Publisher’s trademarks, service marks, tradenames, company names and copyrighted material that Publisher provides to promote Publisher’s cooperation with Advertiser.

Publisher acknowledges that Publisher obtains no proprietary rights in the trademarks, service marks, trade names, URLs, copyrighted material, patents and patent applications or other intellectual property of Advertiser, and agrees not to challenge any proprietary rights of Advertiser in any way. Publisher must use all provided content and services from Advertiser in a way that does not, in Advertiser’s sole discretion, blur or dilute, tarnish or adversely affect any proprietary rights of Advertiser.

Publisher’s company name, keyword for paid search, trademark, trade name, brand, shop sign, domain name, or URL (specifically, any term before the third “/” of Publisher’s URL) may not incorporate in part or in full any of Advertiser’s trademarks, trade names, company names, brands, shop signs, domain names or URLs (including the translations and transliterations), any variations thereof, or any terms confusingly similar to any of the above as determined by Advertiser in Advertiser’s sole discretion. Publisher may not display Publisher’s company name, branding or trademark in an uneven, staggered, multi-color format that in Advertiser’s sole discretion invokes the distinctive Temu logo.

Advertiser’s IP. Advertiser shall own and retain all right, title, and interest in and to any trademarks, trade names, service marks, logos, artwork, designs, copy, and other intellectual property owned by Advertiser (collectively, the “Advertiser IP”). Advertiser may provide Publisher with a limited license to use the Advertiser IP solely in connection with Publisher’s performance of the Services. Publisher shall have no right, title, or interest in or to the Advertiser IP and no right to use any of the Advertiser IP except as expressly set forth in this Agreement. Whenever Publisher uses the Advertiser IP in connection with this Agreement, Publisher shall ensure that it shall clearly and prominently indicate the ownership of the applicable Advertiser IP by Advertiser in a form designated by Advertiser. All rights other than those expressly granted herein are reserved to Advertiser. Publisher and its Affiliates shall not, during the term of this Agreement and at any time thereafter, register, use, apply for, or attempt to register any trademark, trade name, service mark, logo, artwork, design, copy, or other intellectual property that is identical or confusingly similar to, or which could in any way infringe upon, the Advertiser IP.

Publisher may use Advertiser’s name/trademarks in the name of a software tool or application or for any bidding/paid ads, search engine optimization or similar mechanisms only in accordance with the requirements below and subject to Advertiser’s prior written approval:

a. Publisher may use “Temu” only in a descriptive manner.

b. Publisher must capitalize “Temu” as “Temu” or “TEMU” only.

c. Publisher may not combine a generic or descriptive name with the “TEMU” prefix or suffix.

d. Publisher may not use Temu as a verb.

e. Publisher may not modify any logo provided to Publisher by Advertiser.

f. Multiple colors invoking Advertiser’s logo is prohibited.

g. Publisher may not use Advertiser’s logo within a sentence.

h. Publisher may not use Advertiser’s name/trademarks in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other documents, or any oral solicitation).

Any and all proprietary rights, goodwill and other benefits and rights resulting from the use hereunder of trademarks, trade names or company name inures to the benefit of the owner.

In the event of a third-party claim against Advertiser’s intellectual property or right to offer any service or good or if such a claim is likely in Advertiser’s opinion, Advertiser shall have the right, in Advertiser’s sole discretion, to take any action to terminate the practices responsible for such third party claims and/or to secure, at Advertiser’s expense, the right to continue using the intellectual property or good or service, and/or to replace or modify the same to make it non-infringing or without misappropriation.

9. Prohibitions

9.1 Publisher will not use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that Publisher is linking to Advertiser’s Site.

9.2 Publisher will not include any Qualifying Link in any content that Publisher places on Advertiser’s Site (for example, in connection with any advertising service available through Advertiser’s Site or in a customer review, forum, wish list, guide, or any other customer-generated context available on Advertiser’s Site).

9.3 Publisher will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of Advertiser’s Site.

9.4 Popups, clickunders, transitional page ads, layer ads, adult and incentivized traffic are strictly prohibited.

9.5 Traffic from non-approved countries will be voided.

9.6 Any advertising method that does not funnel to Advertiser’s Site such as wholesale and drop shipping is strictly prohibited.

9.7 Publisher will not bid on or purchase keywords, search terms, or other identifiers, including the word “Temu” or any other trademark of Temu or its affiliates or variations or misspellings of any of these words or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement( an advertisement that you purchased through bidding on keywords, search terms, or other identifiers or other participation in keyword auctions). Publisher may not submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), to a Temu site.

9.8 Publisher may not use or display our names/trademarks in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other documents, or any oral solicitation).

9.9 Publisher will not use any Program Content (data, images, audio, video, logos, etc. associated with this Program), Qualifying Links, or others that may associate or cause a sense of association with this Program or the Site, on or in connection with:  any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application except for those approved by Advertiser, executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices, etc.

9.10 Publisher will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to Advertiser by any person or entity.

9.11 Publisher may not use Doorway Pages to optimize rankings for one or more specific search results and redirect visitors to another website or page.

9.12 Publisher may not push emails or messages without the Advertiser’s prior consent. Publisher may not use false or misleading words or promotional terms in emails and messages.

9.13 Publisher may not track repeat visits to Advertiser’s Site without making a purchase to serve retargeting ads to potential buyers.

9.14 Forbidden types of traffic include but not limited to brand-bidding, TM+, adult, paid search, spam e-mail, clickunder/popunder, doorways, incentive, spam SMS/Messenger, autoredirect, retargeting, pop-up. Advertiser shall be not obligated to pay for any Payouts for forbidden types of traffic.

9.15 Publisher undertakes that it will not place any advertisement adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within any category forbidden by Advertiser (“Editorial Adjacency Guidelines”). Publisher shall comply with the Editorial Adjacency Guidelines with respect to the Ads that appear on the placements, although Publisher will at all times retain editorial control over the placements. Should the Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser is entitled to inform Publisher in writing to remove the Ads and provide makegoods or, if no makegood can be agreed upon, not bill Advertiser for such Ads. After Advertiser notifies Publisher that specific Ads are in violation of the Editorial Adjacency Guidelines, Publisher will make commercially reasonable efforts to correct such violation within twenty-four (24) hours. If such correction materially and adversely impacts such IO, Advertiser and Publisher will negotiate in good faith mutually agreed changes to such IO to address such impacts.

9.16 Publisher represents and warrants that there is and will be no forbidden types of traffic (as set out in this Agreement) in any form when providing the services as agreed in this Agreement. Publisher acknowledges that Advertiser has the right to determine whether Publisher violates this Section based on Advertiser's sole discretion. If Advertiser finds any form of forbidden types of traffic during or beyond the service period of the Agreement, Publisher shall have breached the Agreement and Advertiser shall, notwithstanding any other provision of this Agreement, have recourse to any and all remedies at law and additionally the right to seek for specific performance and other injunctive and equitable relief. If Publisher finds any form of forbidden types of traffic or notice any form of possible forbidden types of traffic, it shall immediately notify Advertiser and take all measures to hold relevant parties accountable. In any case, Advertiser shall, notwithstanding any other provision of this Agreement, have recourse to any and all remedies at law and additionally the right to seek for specific performance and other injunctive and equitable relief for such breach of contract. In relation to forbidden types of traffic, Advertiser shall have the right not to pay Payouts (that is, such fees related to forbidden types of traffic will not be included in the total Payouts amount) regardless of whether it is caused by Publisher or a third party, and Advertiser shall, notwithstanding any other provision of this Agreement, have recourse to any and all remedies at law and additionally the right to seek for specific performance and other injunctive and equitable relief for such breach of contract. If such fee(s) has (have) already been paid, Advertiser shall have the right to directly deduct from any amount to be paid to Publisher or request Publisher to refund such fee to Advertiser immediately upon receipt of written notice from Advertiser.  

9.17 Publisher will not cloak, hide, spoof, or otherwise obscure (i) the URL of any Site containing Qualifying Link (including through the use of redirects) or (ii) the user agent of any application displaying Program content (data, images, audio, video, logos, etc. associated with this Program) (“Program Content”) or distributing Qualifying Link, where such action prevents Advertiser from reasonably identifying the originating site or application from which a user is referred to the Site.

9.18 Publisher will not interfere with, manipulate, mislead, or deceive users into clicking a Qualifying Link, or otherwise engaging with any referral mechanism under any circumstance.

9.19 Publisher is prohibited from using any form of advertisement that impersonates Advertiser, its Affiliates, or any of their official representatives, or that misleadingly represents the advertisement as being officially authorized or endorsed by Advertiser.

9.20 Publisher shall not post Qualifying Link alongside contextually irrelevant content, such as content that does not promote the related Advertiser’s product/service (as applicable). Prohibited content includes, but is not limited to, fake promotions, entertainment news, and deceptive or sensationalized product/service reviews.

10. Publicity and Confidentiality

Publisher shall not create, publish, distribute, make or permit any public announcement of these Terms or anything related to the performance of these Terms (including, but not limited to, any press release, client list, screenshot, advertisement or any promotional material) without first submitting such material to Advertiser and receiving Advertiser’s written approval, which Advertiser may withhold in Advertiser’s sole discretion.

Except as otherwise provided in these Terms or with Advertiser’s prior written consent, Publisher agrees that all information and materials made available by or on behalf of Advertiser hereunder and/or otherwise arising from or in connection with the Program that is not generally known or available to the public through a source or sources other than Publisher or Publisher’s affiliates, or that Publisher should reasonably know or assume is confidential, including, without limitation, the terms of these Terms, Advertiser’s business and financial information, Advertiser’s customer lists, customer information, and customer purchase history, and Advertiser’s pricing and sales information (“Confidential Information”), shall be and remain the property of Advertiser. Publisher agrees and acknowledges on Publisher’s behalf and on behalf of all Publisher’s representatives that they shall have no proprietary interest in any of the Confidential Information, and will not disclose, communicate or publish the Confidential Information to any person or entity, nor use, except as authorized by these Terms or otherwise in writing by Advertiser, any of the Confidential Information that Publisher or Publisher’s representatives produce, receive, acquire or obtain. Publisher shall take (and cause all Publisher’s representatives to take) all necessary steps to ensure that the Confidential Information is securely maintained. Publisher shall be responsible for unauthorized disclosures of Confidential Information by its employees, agents, and representatives.

Unless otherwise agreed by Participants, Advertiser shall at any time, have the right to require Publisher to promptly return or permanently delete any Confidential Information provided to Publisher by Advertiser. Publisher shall provide Advertiser with a written confirmation of the return, destruction or deletion of such Confidential Information accordingly.

11. Term and Termination

Each individual IO shall continue until the earlier of (a) the expiration of it; or (b) a Participant terminating the IO pursuant to the terms of the Agreement.

On the expiration or earlier termination of each IO:

(a) the Publisher shall refund the Advertiser any monies, if any, in relation to unfulfilled obligations that the Advertiser has paid the Publisher in advance in relation to an IO;

(b) the Publisher shall immediately discontinue the use of any materials provided by the Advertiser (the “Creative”);

(c) license to the Creative shall terminate.

In Advertiser’s sole and absolute discretion, Advertiser may cancel, change, suspend, or modify any aspect of these Terms at any time, without notice. Advertiser may pause or cancel the campaign without cause with at least one (1) day prior written notice without penalty. Advertiser may, in Advertiser’s sole and absolute discretion, terminate or suspend the cooperation under these Terms for breach of these Terms, or for taking any actions that are inconsistent with the intent of these Terms. Advertiser reserves the right at Advertiser’s sole discretion to change any aspect of these Terms if Advertiser deems or suspects that Publisher has engaged in or has attempted to engage in any of the following: (a) acting in violation of these Terms; or (b) damaging, tampering with or corrupting the operation of these Terms or Advertiser’s Site; or (c) acting with intent to annoy, harass or abuse any other person; or (d) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or (e) activity deemed in the sole discretion of Advertiser to be generally inconsistent with the intended operation of the Program. Any decision Advertiser makes relating to the termination or suspension of any action of Publisher shall be final and binding in all respects. Advertiser shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms or intent of these Terms.

12. Non-compliance.

(a) Any of the following events will be considered as a material breach of this Agreement:

i. a breach by Publisher of any material obligation under this Agreement, including but not limited to Publisher’s any of the obligations under Section 5 (Representations and Warranties; Data Anomalies; Indemnification), Section 8 (Intellectual Property), Section 9 (Prohibitions) and Section 10 (Publicity and Confidentiality) or other specified terms as contained under this Agreement;

ii. Publisher fails to deliver and publish qualified ad placements within the time limit required by Advertiser, fails to provide services under this Agreement, or the Ad placement fails to meet the requirements of Advertiser;

iii. except with Advertiser’s prior written consent, Publisher assigns or subcontracts any rights or obligations granted or imposed upon it under this Agreement;

iv. Publisher commits any act which brings Advertiser into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which the Campaign or Advertiser’s other advertising materials are directed, or which might tend to injure the success of Advertiser or the Campaign.

(b) For any material breach of this Agreement by Publisher, Advertiser may take any or all of the following actions:

i. unilaterally notify Publisher to terminate these Terms and any applicable IO (in whole or in part) and any/all services immediately, and request Publisher to compensate all losses and fees incurred therewith, Advertiser shall have no other obligation for any compensation, liquidated damages or other fees;

ii. cancel Publisher’s qualification for participating and applying to any activity or rule of Advertiser, its Affiliates, and Advertiser’s brand, turn down the rating of Publisher therein;

iii. in Advertiser’s sole discretion, withhold payment of any or all fees to Publisher for any services performed, and during the withhold period, Advertiser shall not be liable for late payment interest and shall not be required to compensate Publisher for any losses arising from or related thereto; Advertiser shall not have any obligation to pay any fee related to any/all services; if such fee (in whole or in part) has been paid, Advertiser shall have the right to request Publisher to refund such fee to Advertiser immediately upon receipt of written notice from Advertiser;

iv. require Publisher to bear overdue liquidated damages based on fee of corresponding services at a rate of 0.5% per day;

v. request Publisher to immediately stop the breach and/or cure the breach (to the extent curable), take all reasonable steps to mitigate losses arising from such breach, eliminate all ill effects, and continue to perform its obligations; with regard to the breach of above Section 12(a)ii, Publisher shall make up for such advertising materials, which domain, time and format shall equal or better than original ones, and must obtain Advertiser’s prior confirmation, otherwise shall be deemed as failing make up;

vi. with respect to each material breach, require Publisher to pay Advertiser 30% of the total fees under all services. The Participants agree that the damages sustained by Advertiser due to Publisher’s breach shall be difficult to ascertain and that such liquidated damages provided herein are a reasonable estimate of the actual damages that would result from such breach. If the liquidated damages are insufficient to compensate Advertiser’s losses, Publisher shall make up for the full amount. For clarity, the Participants acknowledge that the 30% of the total fees under this Agreement does not suffice for the indemnification of the loss and damages incurred by Advertiser arising from the material breach of this Agreement by Publisher, and agree to extend the calculation of service fees to any other agreements (regardless of rescission or termination) entered between the following parties: (a) between the Participants; (b) between Advertiser and Publisher’s Affiliates; (c) between Advertiser’s Affiliates and Publisher; (d) between the Participants’ Affiliates.

(c) Unless otherwise agreed in this Agreement, if Publisher breaches any other obligations, representations and warranties as set forth in this Agreement, Advertiser shall be entitled to take any or all of the following actions: (i) unilaterally notify Publisher to terminate these Terms and any applicable IO (in whole or in part) and any/all services immediately; (ii) request Publisher to immediately stop the breach and/or cure the breach (to the extent curable) and take all reasonable steps to mitigate and prevent expansion of losses arising from such breach and eliminate all ill effects; (iii) in Advertiser’s sole discretion, withhold payment of any or all fees to Publisher for any services performed, and during the withhold period, Advertiser shall not be liable for late payment interest and shall not be required to compensate Publisher for any losses arising from or related thereto; if such fee (in whole or in part) has been paid, Advertiser shall have the right to request Publisher to refund such fee to Advertiser immediately upon receipt of written notice from Advertiser; (iv) require Publisher to pay Advertiser 20% of the total fees under all services. The Participants agree that the damages sustained by Advertiser due to Publisher’s breach shall be difficult to ascertain and that such liquidated damages provided herein are a reasonable estimate of the actual damages that would result from such breach. If the liquidated damages are insufficient to compensate Advertiser’s losses, Publisher shall make up for the full amount. For clarity, the Participants acknowledge that the 20% of the total fees under this Agreement does not suffice for the indemnification of the loss and damages incurred by Advertiser hereunder by Publisher, and agree to extend the calculation of service fees to any other agreements (regardless of rescission or termination) entered between the following parties: (a) between the Participants; (b) between Advertiser and Publisher’s Affiliates; (c) between Advertiser’s Affiliates and Publisher; (d) between the Participants’ Affiliates.

(d) Publisher agrees that the amounts of any compensation referred to as liquidated damages herein and in any other Sections of this Agreement shall constitute liquidated damages and not penalties, are non-exclusive remedies and are in addition to all other rights of the Advertiser. Both Participants acknowledge and agree that the liquidated damages are arrived upon Parties’ negotiation at arm’s lengths. Advertiser reserves the right to deduct any fee, liquidated damages, or any other amounts payable by the Publisher pursuant to this Agreement from any outstanding invoices.

(e) Both Participants acknowledge that in actual business operations, there may be delays in discovering any breach of this Agreement by Publisher. Publisher, acknowledges and confirms that if Advertiser becomes aware of any actual or potential breach of this Agreement during or after the Term (which can be prior to or after the Advertiser has paid the fee pursuant to the payment term above), Advertiser reserves the right to provide written notice to Publisher regarding the breach and the corresponding liquidated damages and/or compensation. Publisher must respond within three (3) business days upon receiving Advertiser’s written notice, either via email or through other mutually agreed-upon communication methods. If Publisher objects to the alleged breach, Publisher must provide true, accurate, and sufficient evidence recognized by the Advertiser to rebut any claim of breach. Otherwise, Publisher acknowledges and confirms amount of liquidated damages and compensation claimed by the Advertiser. Furthermore, without affecting any other Advertiser’s rights under this Agreement, Advertiser has the authority to immediately suspend payment of any and all fees from the date it discovers or suspects that Publisher has breached this Agreement. Advertiser is not obligated to bear any interest losses due to late payment, nor does it need to compensate Publisher for any resulting or related losses during this payment suspension period.

(f) Publisher shall be responsible for the effective management of its performance and related personnel. Publisher warrants that it, its Affiliates, business partners (including but not limited to Publisher’s subcontractors), and their representatives, agents, trustees, or its, its Affiliates’ and business partners’ director, senior manager, shareholder, counsel, agent, employee (whether full-time, part-time or temporary) and all person assisting Publisher in performing this Agreement, shall not engage in any acts that contravene this Agreement. Actions undertaken by the aforementioned entities/persons shall be attributed to Publisher. In the event that such actions contravene the provisions of this Agreement, Publisher shall be liable pursuant to Section 12.

13. General

13.1 Waiver of Remedies:  No forbearance or delay by either Participant in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Participant nor shall any waiver of its rights operate as a waiver of any subsequent breach.  No right, power or remedy herein conferred upon or reserved for either Participant or available by law is exclusive of any other right, power or remedy available to that Participant and each such right, power or remedy shall be cumulative.

13.2 Assignment:  Advertiser may assign any or all of its rights under this Agreement, or transfer or sub-contract any or all of its obligations under this Agreement, upon notification to Publisher.

13.3 Audit rights:  Publisher agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of one (1) year thereafter.  Copies of such records shall be made available to Advertiser upon written request. 

13.4 Notices:  All notices which are required to be given under this Agreement shall be in writing.  Notices of termination of an IO by Advertiser for convenience shall be made via the Platform.  All other notices shall be sent to the postal address or facsimile number of the Participant as provided via the Platform, as such address may be updated from time to time.  Any such notice may be delivered personally or by first class pre-paid letter (or by air-mail if overseas) or by facsimile transmission, and shall be deemed received, when delivered (if by hand); or if by mail five (5) days after deposit in mail, if by facsimile transmission, when successfully dispatched in full. 

13.5 Force Majeure:  "Force Majeure" means circumstances beyond the reasonable control of a Participant, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act Internet or other telecommunications failure. Neither Participant shall be liable to the other Participant for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a Participant becomes aware of a Force Majeure event, such Participant shall immediately notify the other Participant in writing.  If the event of Force Majeure continues period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice to the other Participant with immediate effect.

13.6 Entire Agreement:  This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein, and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.

13.7 Electronic Signatures: Each party acknowledges and agrees that by clicking-through acceptance of this Agreement; it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

13.8 Severability: If any provision in this Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected.  The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties' stated intentions.

13.9 Survival:  All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.

13.10 Relationship of the parties:  The relationship of the Participants is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them.  Neither Participant shall have the power to bind the other or to create a liability against the other in any way.

14. Governing Law and Dispute Resolution

14.1 This Agreement entered into pursuant to this Agreement shall be governed by and construed in accordance with the substantive laws of Hong Kong, without regard to its choice of law provisions. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, breach, termination, validity, interpretation and performance thereof or any dispute regarding non-contractual obligations arising out of or relating to it (“Dispute”) shall be resolved in accordance with the procedures specified in this Section 14, which shall be the sole and exclusive procedures for the resolution of any Dispute.

14.2 The Parties agree that, upon written notice of any Dispute, which sets out its nature and full particulars together with relevant supporting documents (“Notice”), the Parties shall attempt to resolve any Dispute promptly and in good faith by confidential negotiation between executives who have authority to settle the Dispute and who are - subject to the Parties’ agreement - at a higher level of management than the persons with direct responsibility for administration or performance of this Agreement.

14.3 Any such Dispute which remains unresolved twenty-eight (28) days after any Party requests in writing negotiation under Section 14.2 or within such other period as the Parties may agree in writing, shall be submitted for mediation at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with its then current Mediation Rules. Any Party may submit a written request for mediation to the other Party with copies to HKIAC upon which the other Party will be bound to participate in the mediation. Unless otherwise agreed between the Parties, the mediation will take place in Hong Kong and will be conducted in English language. The Parties agree to be bound by any settlement agreement reached.

14.4 All communications during negotiation pursuant to Section 14.2 and mediation pursuant to Section 14.3 are confidential and shall be treated as made in the course of compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality and professional secrecy protections provided by applicable law.

14.5 If the mediation is abandoned by the mediator or is otherwise concluded without the Dispute being resolved, or if the Dispute has not been resolved within fifty-six (56) days after any Party has initiated mediation or within such other period as the Parties may agree in writing, then such Dispute shall be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). The arbitration proceedings shall be conducted in English. Judgment upon any award and/or order may be entered in any court having jurisdiction thereof.

14.6 The law of the dispute resolution provisions in this Section 14 shall be Hong Kong law.

14.7 Notwithstanding the foregoing, if the Publisher is incorporated in the United States/United Kingdom/Singapore/Hong Kong, at any time before Advertiser has submitted either a Notice of Arbitration or an Answer to the Notice of Arbitration, as the case may be, in relation to the resolution of a Dispute, Advertiser, at its sole option, may elect by notice in writing to Publisher that such Dispute shall instead be heard by any courts of competent jurisdiction. Following any such election, no arbitral tribunal shall have jurisdiction in respect of such Dispute. If Advertiser serves a written notice of election in respect of a Dispute on Publisher, the Parties agree that any courts in which Advertiser commences proceedings shall have non-exclusive jurisdiction to hear and determine the Dispute and, for such purposes, irrevocably submit to the jurisdiction of such courts. Subject to Section 14.5, nothing in this Section 14.7 shall (or shall be construed so as to) limit the right of Advertiser to bring proceedings for the determination of a Dispute against Publisher in any other court of competent jurisdiction, nor shall the bringing of such proceedings in any one or more jurisdictions preclude the bringing of proceedings by Advertiser in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law. For the purposes of this Section 14.7, Publisher irrevocably waives any objection which they might now or hereafter have to the courts in which Advertiser commences proceedings to resolve the Dispute and it agrees not to claim that any such court is an inconvenient or inappropriate forum.

15. Anti-Bribery and Anti-Corruption

15.1 Publisher acknowledges that it, its Affiliates, its and its Affiliates’ manager, partner, director, legal representative, shareholder, advisor, counsel, agent, employee (whether full-time, part-time or temporary), worker, contractor and all person assisted Publisher and its Affiliates in performing this Agreement (together, the “Publisher Associated Person”) is aware of, understands, and has complied and will comply with this Section 15, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and similarly applicable anti-corruption and anti-bribery laws (“Anti-Corruption Laws”).

15.2 Publisher shall, and shall procure all Publisher Associated Person to comply with this Section 15 and, other than those stated in this Agreement, not make, retain or seek to make or retain any profit or business and commercial advantage through Advertiser, its Affiliates, its and its Affiliates’ counsel, advisor, agent, employee (whether full-time, part-time or temporary) and worker (together, the “Advertiser Related Party”) and their “associated persons”, who previously had or has a close personal or business relationship with any Advertiser Related Party, including but not limited to their spouses, relatives, couples, teachers, mentors, students, friends, colleagues, former colleagues, partners, investors, counsels, advisors, agents, intermediary service providers, no matter such profit or business and commercial advantage is the result of their personal relationship, influence or improper action or not. Publisher and its Affiliates shall be jointly and severally liable for any noncompliance of Publisher Associated Person, no matter such noncompliance is performed for the execution of this Agreement or after the execution of this Agreement.

15.3 Publisher represents that Publisher, Publisher Associated Person and any one acting on their behalf have not or will not give, offer, agree, acquiesce, endorse or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, coupon, stock, dividend, securities in any form including equity or bond, virtual asset, rebates, consumption arrangements, property borrowing, debt deduction, fee reduction, labor service, employment opportunity, fixed assets, medical treatment, education opportunity, titles, qualification, permit, license, special treatment, or gifts (together, the “Benefits”), to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence, including, without limitation, to (i) Advertiser Related Party and their associated persons; (ii) any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations); (iii) any political party, official of a political party, or candidate; (iv) an intermediary for payment to any of the foregoing; or (v) any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under this Agreement.

15.4 Publisher represents that Publisher and Publisher Associated Person have not and will not, other than those stated in this Agreement, have economic dealings of any form (including but not limited to loans, investments, leases, guarantees and mortgages) or cooperation (including but not limited to shareholding, consulting, employment) with Advertiser Related Party and their associated persons in any name.

15.5 Publisher and Publisher Associated Person shall not provide any form of assistance to Advertiser Related Party and their associated persons to seek, obtain, cover up, or conceal the Benefits, including but not limited to intermediary mediation, trusteeship, lending accounts, destroying vouchers, fabricating facts, concealing assets and other behavior and providing convenient conditions to carry out the aforementioned behavior.

15.6 Publisher and Publisher Associated Person shall (i) cooperate with and attend the investigation and interviews of Advertiser or its Affiliates, and provide all relevant information and assistance (including but not limited to providing details of relevant accounts and supporting materials); and (ii) cooperate with Advertiser and its Affiliates in any compliance audits and investigations.

i. If Publisher and Publisher Associated Person (i) refuse to cooperate, or refuse to disclose such information or materials as required by Advertiser or its Affiliates; (ii) fail to provide reasonable explanations within the specified period; or (iii) the evidence and materials provided is insufficient to prove that there is no noncompliance act, Advertiser has the right to directly determine that Publisher has violated the terms of this Section and has committed a breach of this Agreement.

ii. Publisher warrants and agrees to (i) be responsible for all information provided by Publisher Associated Person during investigations or interviews and that such information provided will be true, legal, valid, and does not contain any false content; and (ii) keep confidential and procure Publisher Associated Person to not disclose any information relating or arising out of any investigation, interview or assistance process to any third party in any form without prior written of Advertiser and its Affiliates.

15.7 If Publisher or Publisher Associated Person becomes aware of any Advertiser Related Party and their associated persons who have solicited or accepted Benefits, Publisher should report it to Advertiser in a timely manner and provide relevant evidence. Publisher shall actively cooperate if Advertiser requires Publisher to provide further information and materials through Advertiser’s designated channels.

15.8 Publisher hereby represents and warrants that Publisher, its Affiliates and Publisher Associated Person have not engaged in any action that is not in conform of this Section 15 during any cooperation that is fulfilled, unfulfilled, in the bidding process or currently undergoing.

15.9 It is acknowledged and agreed that Advertiser has always had zero tolerance for commercial bribery as which will seriously disrupt the business order and damage the business environment. Any noncompliance of this Section 15 will cause serious damage on Advertiser and its Affiliates and that in response to any noncompliance, Advertiser shall have the right to take any or all of the following actions: (i) immediately cancel Publisher’s bidding qualification; (ii) immediately suspend or terminate this Agreement and part or all of the Services; (iii) withhold payment of any and all outstanding invoices; (iv) without limiting Advertiser’s right of Publisher’s compensation of Advertiser’s any and all Losses, require Publisher or its Affiliates to pay, as liquidated damages, 30% of the total fees under all services. The Parties agree that the damages sustained by Advertiser due to Publisher’s breach of the provisions of this Agreement shall be difficult to ascertain and that such liquidated damages provided herein are a reasonable estimate of the actual damages that would result from such breach. This Section 15 shall take precedence over other Sections of this Agreement.

Exhibit A – Endorsement Guideline

Advertiser believes in full, fair and effective disclosures of material facts relating to the Publisher’s relationship with Advertiser in accordance with any applicable laws and guidance such as Federal Trade Commission’s Guides Concerning Endorsements and Testimonials http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf.  As such, Advertiser requires that all Publisher adheres to the following these guidelines (the “Guidelines”) when blogging, tweeting or otherwise publishing content about Advertiser’s products or services (the “Products/Services”), as well as any other guidelines provided to Publisher by Advertiser.  

1. Disclose Connection to Advertiser - When posting about Advertiser or the Advertiser’s products or services, Publisher must clearly disclose Publisher’s “material connections” with Advertiser, including the fact that Publisher was afforded any consideration from Advertiser or is being paid for a particular service.  “Material connections” are defined as any connection between Publisher and Advertiser that could affect the credibility consumers give to the Publisher’s statements.  Important examples of “material connections” include payments or other monetary compensation, loaner or free products and services, gifts and rewards, special access privileges and other incentives provided by Advertiser.

2. Maintain Clear and Prominent Disclosure - The above disclosure should be made in close proximity to any statements that the Publisher makes about Advertiser or the Advertiser’s products or services. This disclosure should be clear and prominent enough for consumers to view it when they are reading Publisher’s posts.  This means that the disclosure should not be buried behind links or in the Terms and Conditions (or in similar documents).  In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure.  This also means that the disclosure should not be placed below the “more” button or in a “jumble of hashtags” that readers are not likely to read.  When determining where to place a disclosure, consider the following:

• Hashtags such as #partner or #thanks without further context are unlikely to be considered sufficient.  When in doubt, please consult Advertiser.

• For Instagram, the disclosure should appear in the first two (2) lines of the post and above the “more” button.

• A clear and conspicuous disclosure must be included in the copy or, in the case of Instagram Stories or Snapchat Stories, superimposed on the image.  When in doubt, please consult Advertiser.

• For longer posts (e.g., blogs), the disclosure should appear closer to the top of the post and not be buried at the bottom of the post or after blocks of text that consumers are unlikely to read.

• On Snapchat, TikTok and Instagram stories, the disclosure can be superimposed over the visuals in a clear and conspicuous manner.

• In video or YouTube posts, the disclosure should appear in the video itself at the beginning of the video (note that this disclosure may also appear in the description box “above the fold” provided it also appears in the video itself).  

• Visual disclosures must stand out and be on the screen long enough to be noticed, read and understood.

• As a best practice, include multiple disclosures throughout the course of the video (or one continuous disclosure).  On YouTube, a visual disclosure that is obscured by ads will not be clear and conspicuous.

3. Give Your Honest and Truthful Opinions – Publisher’s statements should always reflect Publisher’s honest and truthful opinions and actual experiences.  However, Advertiser does ask that all blog entries, Facebook posts, tweets, and/or comments be in good taste and free of inappropriate language and/or any content that promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability sexual orientation or age.  

4. Only Make Factual Statements That Are Truthful and Can Be Verified - In an effort to accurately relay brand names, product attributes and program information, please refer to all provided materials, if available, when developing content pertaining to Advertiser or Advertiser’s products.  Most importantly, Publisher should only make factual statements about Advertiser or Advertiser’s product’s characteristics or quality which Publisher knows for certain is true and can be verified.  For example, Publisher should not make statements about the performance of a product unless Publisher has support for such claims.  

5. Respect Intellectual Property Rights - Intellectual Property is the group of legal rights to works that people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone's name, likeness or voice.  Examples include photographs, videos, music, trademarks/logos, personal names/likenesses (including celebrities’ names/likenesses), and writings.  Publisher should never post or share any content that violates or infringes the intellectual property rights of any third party.  If Publisher is unsure about a work, particularly in instances where a work includes a third-party’s trademark/logo, or music, film or television clips, or a celebrity’s name, photo or image, Publisher should check with Advertiser before using the work.  A good rule of thumb is, if in doubt, do not post it.

6. Do not exhort to children – Influencers must avoid making statements in Posts which encourage children to buy, or persuade an adult to buy for them, any Product or Service.

7. Comply with other policies and laws – Publisher should comply with all applicable laws, rules and regulations, as well as the terms, conditions, guidelines and policies of any social media platform or service that Publisher uses in connection with the Services.   

8. Do not alter – Publisher should not alter or modify any logo, image, copyright or trademark provided by Advertiser if Publisher chooses to include such item in a blog entry, post or tweet.

9. Do not be Inappropriate - Publisher should not associate Advertiser or any of Advertiser’s products or services with any inappropriate or controversial content that would reflect poorly upon Advertiser.

10. Respect Confidentiality - Publisher may learn of confidential information that is not yet public.  Publisher shall take all necessary precautions in handling the confidential information and limit disclosures on a strict need-to-know basis.  In the event Publisher has any questions regarding the confidentially of specific knowledge obtained at the event, Publisher should reach out to the appropriate contact of Advertiser before sharing the information.

PLEASE NOTE THAT ADVERTISER RESERVES THE RIGHT TO MONITOR PUBLISHER’S COMPLIANCE WITH THESE GUIDELINES AND TO TERMINATE PUBLISHER’S PARTICIPATION IN THE PROGRAM IN THE EVENT OF ANY NONCOMPLIANCE.