This terms and conditions and any Insertion Order, whether physically attached hereto or incorporated
by reference) (collectively, the “Agreement”) constitutes the entire and exclusive agreement
between Click Tech Limited (hereinafter, the “Yeahmobi”) and you or your company (hereinafter
“Partner” or “You”). You and Yeahmobi may also be individually referred to herein as “Party”
and collectively as “Parties.”
1. Formation of the contract
1.1 The Agreement sets out the terms and conditions on which the Partner
will provide Services to Yeahmobi. Yeahmobi appoints the Partner to carry out the Services
on behalf of itself and Yeahmobi.
1.2 ANY OTHER TERMS, CONDITIONS, PERFORMANCE CRITERIA, GUARANTEES OR PRIOR
REPRESENTATIONS, WARRANTIES WHATSOEVER (WHETHER WRITTEN OR ORAL), IRRESPECTIVE OF THE TIMING,
SHALL BE OF NO EFFECT UNLESS EXPRESSLY INCORPORATED HEREIN. YOU HEREBY AGREE THAT YOU HAVE
READ AND UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.3 Any modification to the Agreement shall have no effect unless expressly
agreed in Insertion Order in writing and signed by an authorized representative of the Yeahmobi
1.4 The Agreement shall: (a) prevail over and take the place of any other
items or conditions stipulated, incorporated, referred to or contained in any document or
communication from the Partner in the course of negotiations (except Insertion Order signed
by both party); and (b) apply to the exclusion of any other terms or conditions on which
any quotation has been given to Yeahmobi or any similar provision in the Partners terms
and conditions shall be of no effect.
Advertiser: means the advertiser for which Yeahmobi is the agent under an applicable
Product: means the application or online service platform (website, etc.) wholly-owned
by Yeahmobi, or Advertiser's application or online service platform (website, etc.) which
is licensed to Yeahmobi.
Campaign (Service) : the activities carried out by Partner for Yeahmobi on
the basis of this Agreement, which mainly consist on placing and promoting the banner
and landing pages of Product provided to it by Yeahmobi, but may also include other activities
aimed at promoting the Product as well as any required web marketing consultancy services;
Materials: includes particularly but without limitation logos, pictures, texts,
video, banners, landing pages, artwork, copy, or active URLs and creatives of campaign.
IO (Insertion Order): mean document to clarify and describe the business details
by and between parties to be issued by Yeahmobi to the Partner from time to time. This
Agreement may be accompanied with several IOs and each such IO shall form part of this
Promotional Service Platform: means Partner’s manner of delivering mobile
applications and services to Clients, including but not limited to website, wapsite,
appstore, ads network, in-app cross sell services, etc.
CPA: Means Deliverables sold on a cost per acquisition / action basis.
CPB: means Deliverables sold on a cost per billable acquisition / action basis.
CPS: means Deliverables sold on a cost per sale basis.
CPL: means Deliverables sold on a cost per lead basis.
CPI: means Deliverables sold on a cost per install basis.
CPD: means Deliverables sold on a cost per download basis.
CPC: means Deliverables sold on a cost per click basis.
CPM: means Deliverables sold on a cost per 1000 impressions basis.
Intellectual Property Rights: means all vested, contingent and future intellectual
property rights including but not limited to goodwill, reputation, rights in confidential
information, copyright, trademarks(whether registered or unregistered), logos, service
marks, design (whether registered or unregistered), plans, models, diagrams, information,
drawing, computer program, specifications, source and object code materials, data and
processes, patents, know how, trade secrets, inventions, database rights and any products
or registrations for the protection of these rights and all renewals and extensions thereof
existing in any part of the world whether now known or in the future created. Except
as expressly granted in this Agreement, Yeahmobi retains all right, title and interest
in Yeahmobi’s intellectual property rights and any derivatives thereof.
Site Service: shall mean the web based application, reporting, access to data
and advertising provided by Yeahmobi.
Site or Yeahmobi Site: means the website through which such Site Services are
3. Provision of Service
3.1 The Partner shall perform, immediately from the Commencement Date,
the Services using the highest level of professional care and skill in a good workmanlike
manner in accordance with then current best industry practice and at all times in accordance
with the terms of the Agreement (including to the applicable specifications and by the due
dates as set out in the Insertion Order).
3.2 Participation in the Site Service and use of the Yeahmobi Site is
subject to the terms and conditions of this Agreement, Yeahmobi’s approval of Partner’s
participation may be withheld or terminated at any point, in Yeahmobi’s sole discretion,
regardless of initial acceptance.
3.3 Criteria. Partner hereby acknowledges and agrees that to the extent
it represents or acts on the behalf of third party Partners or websites (“Third Party Publishers”),
Partner assumes all liability for such Third Party Publishers and will ensure that such
Third Party Publishers comply with the terms of this Agreement and all applicable laws. Without
limiting any other provision of this Agreement, Partner shall fully and completely indemnify,
defend and hold harmless Yeahmobi for all damages arising from a Third Party Publisher’s
breach of any obligations or warranties set forth in this agreement. Without limiting any
other provision of this Agreement, Partner represents and warrants that it has the ability
to terminate any Third Party Publisher’s Service immediately.
3.4 License. Subject to the terms and conditions of this Agreement, Yeahmobi
grants Partner a revocable, non-transferable, non-exclusive limited license to use the
Site Service, the Yeahmobi Site and any data, reports, information or analyses arising out
of such use (the "Site Data") solely for the purposes set forth in this Agreement.
3.5 Acceptance of a Campaign. Without limiting any other provision of
this Agreement, Partner represents and warrants that, upon acceptance and implementation
of a Campaign, Partner shall abide by all terms and conditions of this Agreement. If Partner
fails to adhere to all of the terms and conditions of this Agreement, in addition to all
other remedies available to Yeahmobi, Yeahmobi reserve the right to terminate this Agreement
immediately and withhold of any payment to Partner without penalty to Yeahmobi.
3.6 Partner agrees that: Yeahmobi grants Partner a nonexclusive, nontransferable,
revocable right to use the creatives, materials and links solely in accordance with the terms
of this Agreement, for the sole purpose of advertising campaign set forth in the Insertion
Order. Except as expressly stated herein, nothing in this Agreement is intended to grant
Partner any rights and interests of creatives and materials provided by Yeahmobi and Yeahmobi's
Intellectual Property or trade secrets.
3.7 Partner in principle is only allowed to use creatives and materials
provided by Yeahmobi. You may not alter, modify, manipulate or create derivative works of
the Links or any Yeahmobi creative, copy or other materials owned by, or licensed to Yeahmobi
in any way. All self-made creatives, texts, pre-landers or other own made material which
will be used to promote these Products and any other derivatives need to be submitted to
Yeahmobi to get approved firstly.
3.8 Yeahmobi may revoke Partner license or rights anytime by giving
Partner written notice.
3.9 Any changes shall be made immediately by Partner after Yeahmobi
give notices of that changes about the advertising campaign. Yeahmobi reserves the right
not to pay Partner after such change notice on the conditions that Partner does not follow
4. Payment and Payment Liability
4.1 Invoice will be issued by Partner after the service is offered. Credit
term shall be 30 working days after the receipt of invoice.
4.2 Yeahmobi will pay the invoice by bank transfer as per the information given
below in relation to Partner's bank account. Bank fee shall be individually paid by both
4.3 Partner agrees and acknowledges that Partner shall be fully responsible
for all tax, whether state or local. All the Payments must reach the threshold amount, which
the method of wire must reach $500.00, the method of PayPal must reach$50.00 and the method
of RMB is also $50.00 .When the amount is not more than $3000.00, Partner will cover all
transfer fee. Partner acknowledges that this policy may update at any time, and Partner
agrees to comply with the updated policy.
4.4 Payment for Commissions is dependent upon Advertiser providing such funds
to Yeahmobi, and therefore, you agree that Yeahmobi shall only be liable to you for Commissions
to the extent that Yeahmobi has received such funds from the Advertiser. You hereby release
Yeahmobi from any claim for Commissions if Yeahmobi has not received such funds from the
5. Fraud, Suspension of Partner Account
5.1 Partner are expressly prohibited from using any persons, means, devices
or arrangements to commit fraud, violate any applicable law or falsify information in connection
with referrals through the Links or exceed your permitted access to the Yeahmobi Site. Such
acts include, but are in no way limited to, using automated means to increase the number
of clicks through the Links or completion of any required information, using spyware, using
steal ware, cookie-stuffing and dishonesty or any other deceptive acts, click-fraud or misconduct
that causes harm to Yeahmobi (collectively, “Fraud”).
5.2 Without limiting any other provision of this Agreement, Yeahmobi reserves the
right, in Yeahmobi’s sole and absolute discretion to terminate this Agreement and/or Partner’s
account, at any time without liability to Yeahmobi, should Yeahmobi determine, in its sole
and absolute discretion that Partner engages in fraud.
5.3 IF YEAHMOBI DETERMINES THAT PARTNER HAS ENGAGED IN FRAUD, YEAHMOBI WILL FORFEIT
ITS ENTIRE PAYMENT FOR ALL CAMPAIGNS AND PARTNERS ACCOUNT WILL BE TERMINATED IMMEDIATELY.
IF PARTNER IS NOTIFIED THAT PARTNER IS ENGAGING IN FRAUD, AND PARTNER FAILS TO TAKE
PROMPT ACTION TO STOP THE FRAUD, THEN, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO YEAHMOBI,
PARTNER SHALL BE RESPONSIBLE FOR ALL COSTS AND LEGAL FEES ARISING FROM SUCH FRAUD.
5.4 Upon notice by Yeahmobi to PARTNER that a Third Party Publisher is engaging,
or has engaged, in any activity prohibited by this Agreement, including but not limited to
fraudulent traffic generation, PARTNER shall immediately terminate its relationship with
such Third Party Publisher, as it pertains to the Third Party Publisher’s participation in
the Yeahmobi cooperation. If PARTNER is notified that a Third Party Publisher is engaging,
or has engaged, in prohibited activities, and PARTNER fails to terminate its relationship
with such Third Party Publisher within three (2) days of notice by Yeahmobi, Yeahmobi reserves
the right to immediately terminate this Agreement. FURTHER, IN THE EVENT THAT YEAHMOBI DETERMINES,
IN ITS SOLE DISCRETION, THAT A THIRD PARTY PUBLISHER IS ENGAGING, OR HAS ENGAGED, IN PROHIBITED
ACTIVITIES, YEAHMOBI SHALL RECALCULATE AND WITHHOLD THE PARTNER’S PAYMENT ACCORDINGLY.
FOR CLARITY, YEAHMOBI RESERVES THE RIGHT TO WITHHOLD OR RECALCULATE AMOUNTS GENERATED BY
PROHIBITED ACTIVITY OF THIRD PARTY PUBLISHERS, REGARDLESS OF WHETHER PARTNER PARTICIPATED
IN OR KNEW ABOUT THE PROHIBITED ACTIVITY.
6. Qualified Action
6.1 We will pay Partner for each Qualified Action. A "Qualified Action" means
any action generated by Partner shall not be in terms of: (a)providing the artificially
inflated Volume by using a program, script, device, or other means, (b)excessive page reloading,
(c) offering or providing by Partner or any Third Party Publisher of any unauthorized incentives
(financial or otherwise) to Clients, (d)auto-spawning of browsers, (e)automatic redirecting
of users, (f)misleading links or any other method that may lead to artificially high numbers
of impressions or clicks, (g)deposits, revenues or traffic generated through illegal means,
(h) use any other methods to create promotion data which is not based on real users’ autonomous
6.2 The conversions quality is more important than quantity. Any fraud traffic,
bad traffic and unapproved traffic (including but not limit to restricted traffic set forth
in the Insertion Order) is not allowed, Yeahmobi has the right to refuse to pay if Partner
sent fraud traffic, bad traffic and unapproved traffic. Yeahmobi reserves the right to charge
back any previous payment that are later determined to have not met the requirements to be
a Qualified Action or determined to be fraud traffic, bad traffic and unapproved traffic.
7. Representations and Warranties
7.1 Partner represents and warrants to comply with all obligations, requirements
and restrictions under this Agreement and comply with laws, rules, policies and regulations
as they relate to Partner business, Partner Media, Promotional Service Platform or Partner
use of the links, creatives and materials.
7.2 Partner represents and warrants that: Partner has all necessary rights and
authority to enter into this Agreement and to place advertisements on its Promotional Service
Platform; (ii) Partner owns and/or has the right to use all materials contained on Promotional
7.3 Partner ensures that all materials provided by the Partner and posted on Promotional
Service Platform or otherwise used in connection with the campaign (a) are not illegal, (b)
do not infringe upon the intellectual property or personal rights of any third party and
(c) do not contain or link to any material which is harmful, threatening, defamatory, obscene,
sexually explicit, harassing, promotes violence, promotes discrimination (whether based on
sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities
(such as gambling), contains profanity or otherwise contains materials that Yeahmobi informs
Partner that it considers objectionable.
7.4 Yeahmobi represents and warrants that the use of the campaign by Partner is
all under the permission from Yeahmobi. Yeahmobi holds all necessary rights to permit the
use of the campaign by Partner for the purpose of this Agreement; and that the use, reproduction,
distribution, transmission or display of campaign, any data regarding users, and any material
to which users can link, or any products or services made available to users, through the
campaign will not (a) violate any criminal laws or any rights of any third parties or (b)
contain any material that is unlawful or otherwise objectionable, including without limitation
any material that encourages conduct that would constitute a criminal offense, give rise
to civil liability, or otherwise violate any applicable law.
8. Limitation of Liability
IN NO EVENT SHALL YEAHMOBI BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST
PROFITS, INDIRECT, INCIDENTAL, AND EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED
TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE
WHETHER BASED IN AGREEMENT, TORT OR OTHERWISE, EVEN IF YEAHMOBI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YEAHMOBI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT
RECEIVED BY YEAHMOBI FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM.
9.1 Partner hereby agrees to indemnify, defend and hold Yeahmobi and Yeahmobi’s
respective subsidiaries, publishers, partners and licensors, directors, officers, employees,
owners and agents harmless against any and all claims, actions, demands, liabilities, losses,
damages, judgments, settlements, costs, and expenses including reasonable attorneys' fees
based on (i) any breach of this Agreement, including any representation, warranty, restriction
or obligation made by Partner herein, (ii) any claim related to your Promotional Service
Platform, including but not limited to, the content contained on such Platform.
9.2 Yeahmobi hereby agrees to indemnify, defend and hold Partner and its subsidiaries,
publishers, partners, and their respective directors, officers, employees, owners and agents
harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on
any breach of this Agreement, including any representation, warranty, restriction or obligation
made by Yeahmobi herein.
9.3 In addition to any other rights and remedies available to both party under
this Agreement Yeahmobi reserves the right to withhold and freeze any unpaid Commissions
or charge back paid Commissions to your account if (i) Yeahmobi determines that you have
violated this Agreement, (ii) Yeahmobi receives any complaints about your participation in
the Service which Yeahmobi reasonably believes to violate this Agreement or (iii) any Qualified
Action is later determined to have not met the requirements set forth in this Agreement.
Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall
be without regard as to whether or not such Commissions were earned as a result of such breach.
In the event of a material breach of this Agreement, Yeahmobi reserves the right to disclose
your identity and contact information to appropriate law enforcement or regulatory authorities
or any third party that has been directly damaged by your actions.
10. Disclaimer of Warranty
THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER "AS IS".
EXCEPT AS EXPRESSLY SET FORTH HEREIN, YEAHMOBI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING, USAGE, OR TRADE. YEAHMOBI DOES NOT WARRANT THAT THE PRODUCT OR LINKS WILL MEET PARTNER'S
SPECIFIC REQUIREMENTS, YEAHMOBI EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION
OF ADVERTISER OR THEIR PRODUCTS OR SERVICES.
11. Confidential Information
"Confidential Information" shall mean (i) campaign, prior to publication, (ii) the Insertion
Order and any Yeahmobi statistics which shall be deemed Yeahmobi Confidential Information;
and/or (iii) any information designated in writing, or identified orally at time of disclosure,
by the disclosing party as "confidential" or "proprietary." During the term of this Agreement,
and for a period of two years following any End Date, neither party will use or disclose
any Confidential Information of the other party except as specifically contemplated herein.
The foregoing restriction does not apply to information that: (i) has been independently
developed by the receiving party without access to the other party's Confidential Information;
(ii) has become publicly known through no breach of this Section by the receiving party;
(iii) has been rightfully received from a third party authorized to make such disclosure;
(iv) has been approved for release in writing by the disclosing party; or (v) is required
to be disclosed by a competent legal or governmental authority.
12. Term and Termination
12.1 Term. This Agreement shall commence on the date
of signature of Insertion Order by both Yeahmobi and you. Unless terminated by either Party
upon three (3) business days prior written notice to other party, the Agreement shall automatically
renew for successive one (1) year terms.
12.2 Yeahmobi can terminate any IO by giving three (3)
business days prior notice in writing to Partner. Partner shall stop the service immediately
after the receipt of the Yeahmobi notice, after that day the fee shall not be calculated.
12.3 Yeahmobi will be entitled to terminate this Agreement
without notice immediately upon breach of any of the provision of the Agreement or of the
IO committed by the Partner and such breach not being cured within thirty (15) days from
the receipt of written notice of such breach.
12.4 Upon termination of this Agreement for any reason,
any and all licenses and rights granted to Partner in connection with this Agreement shall
be immediately ceased and terminated. Upon termination of this Agreement, Partner will:
(i) immediately terminate all use of and delete all Links and intellectual property which
provided by Yeahmobi. (ii) immediately cease to use, and remove from the Partner’s websites,
any and all campaigns and/or related materials made available to Partner in connection
with Partner’s participation in the Services ; and (iii) immediately discontinue the use
of the Site Service and any Site Data. In the event of termination of this Agreement, Sections
3, 4, 5, 6-12 shall survive.
13. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of
this agreement due to Force Majeure. However, the party affected by the event of Force Majeure
shall inform the other party of its occurrence in writing as soon as possible and thereafter
send a certificate of the event issued by the relevant authorities to the other party within
thirty (30) days after its occurrence. If the event of Force Majeure continues for more than
forty-five (45) days, both parties shall negotiate the performance or the termination of
this Agreement. If within three (3) months after the occurrence of the event of Force Majeure
both parties cannot reach an agreement, either party has the right to terminate this Agreement.
In the case of such a termination either party shall bear its own costs, further claims for
compensation in connection with the termination shall be excluded.
"Force Majeure" shall mean events which are beyond the control of the Parties to this Agreement,
and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial
performance by either of the Parties. Such events shall include earthquakes, typhoons, flood,
war, riots or any other instances which cannot be foreseen, prevented or controlled, including
instances which are accepted as Force Majeure in general international commercial practice.
14. Anti-money Laundering
The Partner shall comply, and ensure any third parties (including but not limited to Partner’s
subsidiaries, Partners, officers, directors, employees, agents and contractors that may
be involved in performance hereof) to comply with all applicable laws and regulations pertaining
to anti-money laundering at all times in connection with and throughout the course of the
Agreement. By entering into this Agreement, opening an account and transacting with Yeahmobi,
Partner undertakes to provide Yeahmobi with all necessary information and assistance that
Yeahmobi may reasonably require to comply with the all applicable laws and regulations pertaining
to anti-money laundering. Partner also warrant that all money used to fund Partner’s
transactions have not been or will not be derived from or related to any money laundering,
terrorism financing or other illegal activities, whether prohibited under Hong Kong law,
international law or convention or by agreement. Partner represents and warrants that acceptance
of these payment remittances by Yeahmobi will not breach any applicable laws and regulations
pertaining to anti-money laundering. In no event shall Yeahmobi be liable for any damages
arising out of Partner’s failure to comply with any anti-money laundering laws and regulations,
and Partner shall be liable for such responsibility by itself.
Headings used in this Agreement are provided for convenience only and shall not be used to define,
limit or describe the scope of this Agreement.
16. Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong,
without giving effect to principles of conflicts of law. Any dispute hereunder will be negotiated
in good faith between the parties within 45 days commencing upon written notice from one
party to the other. If any dispute cannot be resolved by negotiation, then any Party may
submit the dispute to the Hong Kong International Arbitration Centre for arbitration by arbitrators
which shall be conducted in accordance with its arbitration rules in effect at the time of
applying for arbitration. The place of arbitration shall be Hong Kong.
Any notice to be given hereunder shall be in writing and shall be transmitted by facsimile or
email or sent by express airmail, and shall be deemed given when transmitted by facsimile,
the day of such facsimile to transmitted, or if sent by mail or email when received, to the
parties at the addresses specified at the IO of this Agreement.
18.1 The waiver of any breach or default of this Agreement will not constitute
a waiver of any subsequent breach or default, and will not act to amend or negate the rights
of the waiving party.
18.2 If any provision contained in this Agreement is determined to be
invalid, illegal or unenforceable in any respect under any applicable law, then such provision
will be severed and replaced with a new provision that most closely reflects the original
intention of the parties, and the remaining provisions of this Agreement will remain in full
force and effect.
18.3 The Agreement shall not operate so as to create a partnership or
joint venture of any kind between the parties. Nothing contained in the Agreement shall be
so construed as to constitute either party to be the agent of the other. Neither party shall
have any authority to make any commitments on the other party’s behalf.
18.4 During the term of this Agreement, and for a period of one year thereafter,
Partner will not participate in any performance based advertising relationship with any
advertiser whose advertisements are or were posted on the Yeahmobi Site, unless a previously
existing business relationship between advertiser and Partner can be demonstrated to Yeahmobi
of the reasonable.
18.5 The Partner shall not, without the prior written consent of Yeahmobi,
assign, transfer or subcontract all or any of its rights or obligations under the Agreement.