Last updated: August 23, 2022
 
            These Terms and Conditions of Use (T&Cs) apply when you visit the
            website at
            https://www.linkhaitao.com/
            by SHANGHAI CHENGZHAO NETWORK Technology CO., LTD("LinkHaitao","us",
            "we") .
          
 
            Your access to and use of the Website are subject to these T&Cs. If
            you disagree with any part of these T&Cs, you must cease usage of
            the website, or any services, immediately. By accessing or using the
            Website you acknowledge and agree to be bound by these T&Cs. If you
            are under 18 years of age, then you must obtain your parent or
            guardian's consent before accessing and using the Website.
          
 "AS IS" and "AS AVAILABLE" Disclaimer
 
            The information contained on the Website is provided in good faith
            on an "as is" basis. LinkHaitao does not represent or warrant the
            reliability, accuracy or completeness of the information contained
            on the website. To the extent permitted by law, LinkHaitao is not
            responsible or liable for any Liabilities arising in any way for
            errors in, or omissions from, the information on the Website.
          
 Acknowledgment
 
            These are the Terms of Use governing the use of this service and the
            agreement that operates between brands, publishers, and LinkHaitao.
            These Terms and Conditions set out the rights and obligations of all
            users regarding the use of the Service.
          
 
            Your access to and use of the Service is conditioned on Your
            acceptance of and compliance with these Terms and Conditions. These
            Terms and Conditions apply to all visitors, users and others who
            access or use the Service.
          
 
            By accessing or using the Service, you agree to be bound by these
            Terms and Conditions. If you disagree with any part of these Terms
            and Conditions, then you may not access the Service. You represent
            that you are over the age of 18. The Company does not permit those
            under 18 to use the Service.
          
 
            Your access to and use of the Service is also conditioned on your
            acceptance of and compliance with the Privacy Policy of the Company.
            Our Privacy Policy describes Our policies and procedures on the
            collection, use and disclosure of Your personal information when You
            use the Application or the Website and tells You about Your privacy
            rights and how the law protects You. Please read Our Privacy Policy
            carefully before using Our Service.
          
 Registration Data and Account Security
 
            In consideration of your use of the Site, you agree to (a) provide
            accurate, current and complete information about you as may be
            prompted by any registration forms on the Site (“Registration
            Data”); (b) maintain the security of your password and
            identification; (c) maintain and promptly update the Registration
            Data, and any other information you provide to LinkHaitao, to keep
            it accurate, current and complete; and (d) be fully responsible for
            all use of your account and for any actions that take place using
            your account.
          
 Managing Account and Promoting Content
 
            Subject to the publisher’s compliance with this Agreement,
            LinkHaitao will:
            1) permit the publisher’s participation in the Network for its
            assignment of the Promotional Space; and
            2) grant access to the Interface. LinkHaitao may change any aspect
            of the Interface at its sole discretion.
          
 
            The publisher under takes that:
            1) the Admin shall remain authorized to act on behalf of the
            publisher and bind the publisher;
            2) all authorized Users are permitted to view, or view and operate,
            the publisherAccount in accordance with any permissions granted on
            the interface, which shall be kept up to date by the publisher;
            3) it shall use best endeavors to ensure that the Admin and all
            Authorized Users shall: (a) access the Interface their own name
            under their own Authorized User Account; and (b)keep any passwords
            confidential.
          
 
            The publisher shall:
            1) ensure the proper functioning and maintenance of all Links;
            
            2) provide Brands and LinkHaitao with full and clear instructions as
            to the Brand Material it may reasonably require for the purposes of
            the promotion of a Brand or its Products in accordance with this
            agreement and the Program Terms; 
            3) provide Brands reasonable access to information the Brand may
            require to operate the Brand Program, and 
            4) remain primarily liable for the acts and omissions of all
            Subpublishers.
          
 
            LinkHaitao shall not be liable for any losses or damages suffered by
            the publisher due to the disclosure of any AuthorizedUser Account
            passwords. The publisher shall remain primarily responsible and
            liable for all activities occurring under any of the Authorized User
            Accounts and the acts or omissions of any Authorized User.
          
 
            If the publisher suspects that a third party has gained unauthorized
            access to access data, the publisher shall inform LinkHaitao
            immediately by sending an e-mail to support@linkhaitao.com or such
            other emails may be notified to the publisher from time to time.
          
 
            LinkHaitao may Suspend or withdraw any Authorized User Accounts at
            its discretion, or on request by the publisher.
          
 
            Under this Agreement LinkHaitao, or any LinkHaitao Group Company
            may, on behalf of LinkHaitao: 1) provide any aspect of the network
            or the Interface (including the granting of sub licenses and
            licenses under the related policy); 2) enjoy any benefit, or
            exercise any right; 3)satisfy any of LinkHaitao's obligations.
          
 
            The publisher may request to market Brands or their products at
            their discretion by applying to participate in a Brand Program.
            Brands may approve or refuse such requests, and remove publishers
            from BrandPrograms, at any time at their discretion. The publisher
            may only market a Brand or its Products under this Agreement with
            the Brand’s continued approval unless specifically enabled by the
            proper use of the Interface.
          
 
            Brands may apply Program Terms and make changes to any Program Terms
            at their discretion, which shall become effective on notice to the
            publisher, including by publication on the interface. Brands may
            change their Program Terms at any time. The publisher is solely
            responsible for ensuring it is aware of any changes to the program
            terms. Subject to the publisher's compliance with this Agreement and
            the ProgramTerms, and the continued approval of the respective
            Brand, LinkHaitao will provide to the publisher the BrandMaterials.
          
 
            LinkHaitao, however, is not obliged to review any Brand Material or
            check their legality or accuracy. A publisher admitted to the Brand
            Program may publish the Brand Materials through its publisher
            Service at its discretion and use them solely to the extent
            permitted under this Agreement and the program terms.
          
 
            LinkHaitao may deactivate any Links at the request of the respective
            Brand, or at its sole discretion. The publisher shall remove any
            BrandMaterials from the publisher Service immediately at the request
            of either the Brand or LinkHaitao. LinkHaitao will use reasonable
            endeavors to procure that Brands comply with any terms and
            conditions, or other requirements, applied by the publisher to its
            promotion of Brands or their Products.
          
 Intellectual Property, Confidentiality, and Data Protection
 
            LinkHaitao hereby grants to the publisher, for the duration of its
            participation in the Brand Program, a revocable, non-exclusive,
            non-transferable, royalty-free, worldwide sublicense to publish
            BrandMaterials, without modification, on the publisherservice in the
            PromotionalSpaces to the extent necessary to enable the publisher to
            market the respective brand and its Products on the Network in
            compliance with the Agreement and theProgram Terms. A sublicense
            granted to a Sub network under this policy shall be further sub
            licensable by the Subnetwork to Sub affiliates on terms equivalent
            to this policy with LinkHaitao's prior written consent. A sublicense
            granted by a Subnetwork under this policy shall not be capable of
            further sublicense by the Sub affiliate without LinkHaitao's prior
            written consent.
          
 
            LinkHaitao hereby grants to the publisher a revocable,
            non-exclusive, non-sub licensable, non-transferable, royalty-free
            worldwide license to use the interface to the extent necessary for
            the publisher to participate in the Network and perform its
            obligations under this Agreement. The publisher will not, and will
            not attempt to change, reverse engineer or create derivative works
            of the interface or the Tracking Code. Each party reserves all of
            its right, title and interest to any of its Intellectual Property
            Rights licensed under this clause, which it creates under this
            Agreement, or which is created by operation of the Tracking Code.
            The publisher shall use information and data obtained from and in
            connection with participating in the Network only for the purpose of
            this agreement. Uses for any other purpose, or disclosure of such
            information and data is prohibited. Either party may identify the
            other party in lists of clients or customers and may use the other
            party's name and logo in marketing materials and presentations. Any
            other use shall require the prior written consent of the other
            party.
          
 
            Each party will only use Confidential Information to enjoy its
            rights or comply with its obligations under this Agreement. Save as
            set out in this Agreement, neither party will disclose any
            Confidential Information. Confidential Information shall be kept
            confidential. The obligations of confidentiality in this Agreement
            will not apply to Confidential Information to the extent it: 1) is
            in the public domain (other than as a result of a breach of this
            Agreement); 2) can be demonstrated as having been independently
            developed by the receiving party; 3) is published on the Interface
            in the receipt or provision of the Services in accordance with this
            Agreement; 4) is required to be disclosed by law or court order.
          
 
            The Company may disclose Confidential Information to Group
            Companies.
          
 
            The Company and the Brand will comply with all respective legal
            obligations under Data Regulation. Each party will provide the other
            party with any cooperation reasonably requested to enable the other
            party’s compliance with this policy. The Company and the Brand will
            each comply with any data processing agreement or arrangement
            entered into by them in connection with Personal Data published
            under this Agreement.
          
 
            LinkHaitao may disclose Confidential Information to LinkHaitao Group
            Companies.
          
 Tracking and Sales
 
            The Tracking Code and Program Terms as interpreted by LinkHaitao
            will be the sole bases for recording and determining Actions and
            Commissions and for tracking. No other means of recording or
            determining Actions or Commissions shall be used under this
            Agreement, notwithstanding any agreement or arrangement between the
            publisher and any Brand to the contrary. Sales, Clicks and Leads
            will only be attributed to the publisher where the Tracking Code
            records that the publisher was responsible for the most recent
            referral of the visitor to the Brand URL prior to that Sale or Lead
            unless expressly agreed otherwise between the parties or specified
            otherwise by the Brand in the respective Program Terms, and in each
            case subject to any communicated"cookie hierarchy" or "commission
            hierarchy". TrackedSales, Clicks and Leads will be locked after a
            certain period, subject to the applicable Program Terms.
          
 
            The amount of any Commissions are as may be displayed on the
            Interface. CPA Commissions in respect of locked Sales will be
            determined as either: 1) a percentage of the purchase price of the
            Product(s) subject of the locked Sale, as set out on the Interface;
            or 2) a fixed amount, irrespective of the purchase price of the
            Product(s) subject of the locked Sale, as set out on the Interface.
          
 
            Bonuses may be agreed upon by the publisher and Brands at their
            discretion and must be processed via the Interface. Commissions and
            Bonuses shall only be due for payment: 1) on receipt by LinkHaitao
            of the corresponding payment in respect of that Action from the
            Brand, and 2) in respect of Actions procured in accordance with this
            Agreement and any applicable Program Terms. Without prejudice to any
            other rights or remedies of LinkHaitao, if LinkHaitao reasonably
            suspects that any Commissions paid under this Agreement have been
            generated in breach of this agreement, LinkHaitao may set off or
            deduct the amount of such Commissions from any future payments due
            to the publisher or from any funds held to the publisher's account
            from time to time (whether under this Agreement or any other
            agreement between LinkHaitao and the publisher). Such deduction
            shall constitute a genuine estimation of the loss suffered by
            LinkHaitao as a result of the payment of such Commission in breach
            of this Agreement.
          
 Invoice and Payment
 
            LinkHaitao will pay the publisher: 1) Commissions in respect
            of lockedSales, Leads, Clicks, or one thousand Ad Impressions; and
            2) Bonuses agreed between the publisher and Brands. Payment
            of Commissions and Bonuses may be subject to any Brand Terms.
          
 
            Payment statements for Commissions and Bonuses can be accessed by
            the publisher via the Interface. The publisher agrees to the
            following: 1) the publisher agrees not to issue invoices for
            any Commissions and Bonuses generated under this Agreement;
            2) LinkHaitao may provide a copy of this Agreement to the
            Internal Revenue Service (or equivalent local tax authority)in order
            to evidence the payment arrangements between LinkHaitao and the
            publisher;3) the publisher will immediately notify LinkHaitao
            if it transfers any part of its business as a going concern;
            4) LinkHaitao may engage third-party service providers to
            administer the issuing of payments under this Agreement.
          
 
            LinkHaitao will pay all due Commissions and bonuses subject to
            1) the passing of the lock date set out in the Interface by
            the Brand for the respective Action; 2) any minimum payment
            thresholds implemented by LinkHaitao from time to time being
            satisfied; 3) the correct, accurate and complete bank and tax
            information of the publisher being shown on the Interface;
            4) the provisions of any additional information reasonably
            requested by LinkHaitao in respect of the publisher’s location or
            residence; 5) the payment not being subject to any internal
            audits or ‘network quality’ reviews from time to time.
          
 
            All payments will be made in accordance with the payment method
            selected by the publisher in the "Payment Settings" section of the
            respective publisher Account on the Interface. LinkHaitao is not
            obligated to take steps to verify the accuracy of the payment
            information provided by the publisher, including mailing address if
            the publisher chooses to be paid by check or bank account
            information if the publisher chooses to be paid by ACH. Updates to
            bank account information may take up to two Business Days to take
            effect.
          
 
            All sums payable under this Agreement shall be exclusive of any
            sales taxes, use taxes, value added taxes, goods or services taxes
            or comparable taxes which, if applicable, shall be added at the
            appropriate rate. These taxes shall be collected and remitted
            pursuant to applicable law. If payments under this Agreement are
            subject to withholding tax, LinkHaitao is entitled to deduct the
            appropriate amount from payments to the publisher. The parties agree
            to work together on reducing any withholding tax, and, upon request,
            shall provide documents required for any reduction, exemption,
            reimbursement, or deduction of withholding tax.
          
 
            All amounts payable shall be paid in the currency in which the
            respective Commissions are received from Brands. Any costs of
            currency conversion or losses caused by exchange rate fluctuations
            shall be borne by the publisher.
          
 
            The publisher will immediately repay any amounts paid the publisher
            in error, or other than in accordance with the publisher's rights
            under this Agreement.
          
 
            Publisher accounts that are abandoned will be closed. If an
            abandoned publisher account has a positive balance, the balance will
            be paid out to the publisher upon closure. An abandoned publisher
            account is defined as any account that has not been logged into, nor
            had any transactions posted to it, for a period of 6 months. If one
            or the other of those conditions are true, the account will remain
            in an active state.
          
 
            Any underpaid Commission or Bonus must be notified to LinkHaitao
            immediately. Underpaid Commission or Bonuses notified by the
            publisher to LinkHaitao within 12 months of the underpayment will be
            rectified. The publisher hereby waives its right to recover any
            underpaid commissions or Bonuses that the publisher fails to report
            toLinkHaitao within 12 months of the underpayment.
          
 
            LinkHaitao reserves the right to require payment of fees for certain
            or all Services. You shall pay all applicable fees, as described on
            the Services in connection with such Services selected by you.
            LinkHaitao reserves the right to change its price list and to
            institute new charges at any time, upon notice to you, which may be
            posted on our websites, sent via email or postal mail. Use of the
            Services by you following such notification constitutes your
            acceptance of any new or increased charges. To the fullest extent
            allowed by applicable law, all fees paid hereunder are
            non-refundable unless otherwise permitted by this Agreement.
          
 Relationship Between Each Other
 
            The publishers' participation in the Network does not create any
            contract between the publisher and any Brand. During the term of
            this agreement the publisher will not, directly or indirectly, enter
            or attempt to enter into any agreement, understanding, or another
            form of arrangement (whether express or implied) with any Brand
            where payments are made to the publisher with in respect of any
            marketing services (including but not limited to affiliate, display,
            programmatic, search, email and click-to-call marketing) other than
            under this Agreement, without LinkHaitao’s prior written approval.
          
 Links to Other Websites
 
            Our Service may contain links to third-party websites or services
            that are not owned or controlled by the Company.
          
 
            The Company has no control over and assumes no responsibility for,
            the content, privacy policies, or practices of any third-party
            websites or services. You further acknowledge and agree that the
            Company shall not be responsible or liable, directly or indirectly,
            for any damage or loss caused or alleged to be caused by or in
            connection with the use of or reliance on any such content, goods or
            services available on or through any such web sites or services.
          
 
            We strongly advise You to read the terms and conditions and privacy
            policies of any third-party websites or services that You visit.
          
 Warranties and Indemnity
 
            Each party warrants and undertakes to the other for the Term that:
            1) it has full power and authority to enter into this
            Agreement; 2) it holds all licenses and approvals necessary
            for the performance of its obligations under this Agreement;
            3) it will perform its obligations under this Agreement in
            accordance with all applicable laws and using reasonable skill and
            care; and 4) it will not make any false, misleading or
            disparaging representations or statements regarding the other party.
          
 
            The publisher warrants and undertakes to LinkHaitao for the Term
            that: 1) neither thepublisher, nor any of its officers or
            shareholders, have previously been party to an agreement terminated
            byLinkHaitao or any LinkHaitao Group Company for breach;
            2) no officer or shareholder of the publisher has been an
            officer or shareholder of a company (or other entity) party to an
            agreement terminated by LinkHaitao or any LinkHaitaoGroup Company
            for breach; 3) all information about the publisher set out in
            theApplication Form or on the Interface is complete, true, accurate,
            not misleading and will be kept up to date (including, but not
            limited to address details, payment details and tax information);
            4) its marketing of any Brand or its Products will comply
            with all Advertising Standards and Data Regulation; 5)the
            publisher Service will be operated in accordance with all applicable
            laws(including Advertising Standards and Data Regulation);
            6) it shall comply with the Code of Conduct at all times;
            7) it shall comply with all relevant tax laws; 8) it
            shall retain ultimate control of the operation of the
            publisherservice; 9) it is the owner or valid licensee of any
            Intellectual PropertyRights appearing on the publisher Service, and
            that no part of the publisherservice infringes the rights of any
            third party; and 10) all Brand Materials will be accurately
            and faithfully reproduced.
          
 
            The publisher will indemnify, defend and hold harmless LinkHaitao
            and any LinkHaitao Group Company (including its directors,
            employees, agents or contractors), from and against any claims,
            costs, damages, losses, liabilities and expenses (including legal
            fees) relating to any claims, actions, suits or proceedings by third
            parties against LinkHaitao any LinkHaitao GroupCompany arising out
            of or related in any way to any breach by the publisher of any of
            the warranties, or publisher‘s gross negligence or willful
            misconduct.
          
 
            Termination, Suspension, and Consequences under These Situation
          
 
            This Agreement will start on the Effective Date and continue until
            terminated in accordance with its terms. Without prejudice to its
            other rights or remedies, a party may terminate the Agreement
            immediately on written notice to the other party, if: 1) the
            other party materially breaches this Agreement; 2) the other
            party is deemed unable to pay its debts; steps are made to wind up,
            or appoint an administrator over, the other party; a third party
            becomes entitled to appoint a receiver over the assets of the other
            party; the other party negotiates with all or a class of its
            creditors, or proposes or enters a compromise with such creditors,
            or any similar or analogous event occurs.
          
 
            LinkHaitao may immediately terminate this Agreement or Suspend the
            Affiliate if the Affiliate: 1) does not access the
            AffiliateAccount for a period of six months or if no Commissions
            have been generated for a period of six months; 2) is
            reasonably suspected by LinkHaitao to have breached any: (a) of the
            warranties; (b) Program Terms of a Brand; (c) part of the Code of
            Conduct.
          
 
            We may terminate or suspend your access immediately, without prior
            notice or liability, for any reason whatsoever, including without
            limitation if you breach these Terms and Conditions. Upon
            termination, your right to use the Service will cease immediately.
          
 
            During any period of Suspension: 1) the publisher is not
            permitted to access the interface; 2) all licenses will be
            Suspended and the publisher shall immediately remove any Brand
            Materials from the publisher Service; 3) LinkHaitao may
            deactivate any Links and remove any Brand Materials from the
            publisher Service (to the extent it is able); and15.1.4 no payments
            will be made to the publisher. On termination of the agreement:
            1) all licenses will terminate and the publisher shall
            immediately removes any Brand Materials from the publisher Service;
            2)LinkHaitao may deactivate any Links and remove any Brand
            Materials from the publisherservice(to the extent it is able);
            3) each party will return or at the other party’s option
            destroy all confidential information in its possession within five
            business Days; 4) all unpaid Commissions as of the date of
            termination, or accruing after the date of termination, shall be
            forfeited to LinkHaitao irrevocably and the publisher hereby waives
            any right or entitlement to recover such Commissions and Bonuses
            from LinkHaitao. Termination of this agreement will not affect any
            existing rights or remedies.
          
 Limitation of Liability
 
            This policy sets out the entire liability of LinkHaitao and its
            Group Companies under or in connection with the Agreement. Each
            party shall be liable for any breaches of Data Regulation for which
            they are responsible and accordingly there shall be no joint
            liability between the parties in respect of such breaches.
          
 
            LinkHaitao will not be liable for any losses of the publisher if
            LinkHaitao's compliance with the agreement is prevented by the acts
            or commissions of the publisher.
          
 
            LinkHaitao will not be liable to the publisher for loss of profit,
            business, goodwill, anticipated savings, goods, contract, use or
            data; losses arising from the acts or omissions of a Brand; or for
            any special, indirect, consequential or pure economic loss, costs,
            damages, charges or expenses.
          
 
            LinkHaitao in contract, tort (including negligence or breach of
            statutory duty), misrepresentation, restitution or otherwise arising
            in connection with the Agreement will be limited to the amount of
            Network Fee actually received by LinkHaitao from Brands in respect
            of commissions paid to the publisher in the 12 month period
            preceding the date on which the claim arose. Except as expressly
            stated otherwise in this Agreement, all warranties, conditions, and
            other terms implied by statute or common law are excluded to the
            fullest extent permitted by law. The Network, the Interface, the
            Tracking Code, their use and the results of such use are provided
            "as is" to the fullest extent permitted by law. LinkHaitao disclaims
            all express or implied warranties, including warranties of
            satisfactory quality and fitness for a particular purpose, which may
            be implied in respect of the Network, interface, the Tracking Code,
            their use and the results of such use. The performance of the
            Network, the Tracking Code and the Interface relies on third parties
            beyond LinkHaitao ‘s control, and in particular, the maintenance by
            Brands of the proper integration of the Tracking Code into Brand
            URLs. LinkHaitao specifically disclaims any warranty: 1) that
            the use or operation of the network, the Interface or the Tracking
            Code will be uninterrupted and or error-free; 2) that the
            Tracking Code will be properly integrated into the brand URLs;
            3) that the Tracking Code accurately records Actions at all
            times;4) in respect of the Brand Materials, including any
            warranty that the BrandMaterials comply with Advertising Standards;
            5) that defects will be corrected;6) that the Network,
            the Interface or the Tracking Code are free of viruses or malicious
            code; 7) that any security methods employed will be
            sufficient; 8) in respect of any Brand or its technology and
            any third party or its technology; and 9) regarding
            correctness, accuracy, or reliability.
          
 
            LinkHaitao shall only be held liable in cases of intent or gross
            negligence of one of its legal representatives, executives or other
            vicarious agents, in the event of any culpable breach of a material
            contractual obligation and limited to the amount of the typically
            foreseeable loss.
          
 
            Nothing in this Agreement limits or excludes the liability of
            LinkHaitao in the event of culpable injury to life, limb or health,
            fraud, fraudulent misrepresentation or fraudulent misstatement as
            well as in cases of mandatory statutory liability.
          
 Others
 
            When you use our Services or send emails to us, you are
            communicating with us electronically. You agree that we may
            communicate with you electronically. Such electronic communications
            may consist of e-mail, notices posted on our Services, "push" mobile
            notifications, and other communications. You agree that all
            agreements, notices, disclosures, and other communications we send
            to you electronically will satisfy any requirement that such
            communication be in writing and, to the extent intended, such
            communication will be an enforceable and binding term or amendment
            to this Agreement.
          
 
            You agree to indemnify and hold LinkHaitao, its parents,
            subsidiaries, affiliates, officers and employees, harmless from any
            claim or demand (including, without limitation, from all damages,
            liabilities, settlements, costs and attorneys' fees) made by any
            third party due to or arising out of your access to the Services,
            use of the Services, the violation of this Agreement by you, or the
            infringement by you, or any third party using your account, of any
            intellectual property or other rights of any person or entity.
          
 Governing Law
 
            The laws of the Country, excluding its conflicts of law rules, shall
            govern this Terms and Your use of the Service. Your use of the
            Application may also be subject to other local, state, national, or
            international laws.
          
 Disputes Resolution
 
            If You have any concerns or disputes about the Service, you agree
            first to try to resolve the dispute informally by contacting the
            Company.
          
 United States Legal Compliance
 
            You represent and warrant that (i) You are not located in a country
            that is subject to the United States government embargo, or that has
            been designated by the United States government as a "terrorist
            supporting" country, and (ii) You are not listed on any United
            States government list of prohibited or restricted parties.
          
 Changes to These Terms and Conditions
 
            We reserve the right, at our sole discretion, to modify or replace
            these Terms at any time.
            By continuing to access or use Our Service after those revisions
            become effective, you agree to be bound by the revised terms. If you
            do not agree to the new terms, in whole or in part, please stop
            using the website and the Service.
          
  Interpretation and Definitions
  Interpretation
 
            The words of which the initial letter is capitalized have meanings
            defined under the following conditions. The following definitions
            shall have the same meaning regardless of whether they appear in
            singular or in the plural.
          
 General Definitions
 
            For the purposes of these Terms and Conditions: publisher means an
            entity that controls, is controlled by or is under common control
            with a party, where "control" means ownership of 50% or more of the
            shares, equity interest or other securities entitled to vote for the
            election of directors or other managing authority.
          
 GDPR Privacy
 Rights Applicable to EU Users
 We will rely on your consent to use (i) technical information such as cookie data and geolocation data; and (ii) your Personal Information for marketing purposes. You may withdraw your consent at any time by contacting us using the information at the end of this Privacy Policy or by following an unsubscribe link in any marketing communication you receive from us. If you are subject to EU law, you may ask us to: See what Personal Information we hold about you; Erase your Personal Information; Port your Personal Information; Restrict our use of your Personal Information. If you are not subject to EU law, these rights do not apply to you.
 
            Company (referred to as either "the Company", "We", "Us" or "Our" in
            this Agreement) refers to SHANGHAI CHENGZHAO NETWORK Technology CO.,
            LTD.
            Device means any device that can access the Service such as a
            computer, a cellphone or a digital tablet. Service refers to the
            Website.
            Fee means the Setup Fee, the Monthly Fee, and the Network Fee as set
            out in the Interface.
            Terms and Conditions (also referred to as "Terms") mean these Terms
            and Conditions that form the entire agreement between You and the
            Company regarding the use of the Service.
            Third-party Social Media Service means any services or content
            (including data, information, products or services) provided by a
            third party that may be displayed, included or made available by the
            Service.
            Website refers to LinkHaitao, accessible from
            https://www.linkhaitao.com 
            You means the individual accessing or using the Service, or the
            company, or other legal entity on behalf of which such individual is
            accessing or using the Service, as applicable.
          
 Contact Us
 
            If you have any questions about these Terms and Conditions, you can
            contact us:
            By email:
            support@linkhaitao.com
Last updated: Jan 1, 2023
 
            Please read these terms and conditions carefully before using Our
            Service.
          
 
            These Terms and Conditions of Use (T&Cs)apply when you visit the
            website at
            https://www.linkhaitao.com/
            operated by SHANGHAI CHENGZHAO NETWORK Technology CO., LTD
            ("LinkHaitao","us", "we") .
          
 
            Your access to and use of the Website, is subject to these T&Cs. If
            you disagree with any part of these T&Cs, you must cease usage of
            the website, or any services, immediately. By accessing or using the
            Website you acknowledge and agree to be bound by these T&Cs. If you
            are under 18 years of age, then you must obtain your parent or
            guardian's consent before accessing and using the Website.
          
 "AS IS" and "AS AVAILABLE" Disclaimer
 
            The information contained on the Website is provided in good faith
            on an "as is" basis. LinkHaitao does not represent or warrant the
            reliability, accuracy or completeness of the information contained
            on the Website. To the extent permitted by law, LinkHaitao is not
            responsible or liable for any Liabilities arising in any way for
            errors in, or omissions from, the information on the Website.
          
 Acknowledgment
 
            These are the Terms of Use governing the use of this service and the
            agreement that operates between brands, publishers, and LinkHaitao.
            These Terms and Conditions set out the rights and obligations of all
            users regarding the use of the Service.
          
 
            Your access to and use of the Service is conditioned on Your
            acceptance of and compliance with these Terms and Conditions. These
            Terms and Conditions apply to all visitors, users and others who
            access or use the Service.
          
 
            By accessing or using the Service, you agree to be bound by these
            Terms and Conditions. If you disagree with any part of these Terms
            and Conditions, then you may not access the Service.
          
 
            You represent that you are over the age of 18. The Company does not
            permit those under 18 to use the Service.
          
 
            Your access to and use of the Service is also conditioned on your
            acceptance of and compliance with the Privacy Policy of the Company.
            Our Privacy Policy describes Our policies and procedures on the
            collection, use and disclosure of Your personal information when You
            use the Application or the Website and tells You about Your privacy
            rights and how the law protects You. Please read Our Privacy Policy
            carefully before using Our Service.
          
 RegistrationData and Account Security
 
            In consideration of your use of the Site, you agree to (a) provide
            accurate, current and complete information about you as may be
            prompted by any registration forms on the Site (“Registration
            Data”); (b) maintain the security of your password and
            identification; (c) maintain and promptly update the Registration
            Data, and any other information you provide to LinkHaitao, to keep
            it accurate, current and complete; and (d) be fully responsible for
            all use of your account and for any actions that take place using
            your account.
          
 Provision and Use
 
            Subject to the Brand compliance of SET-UP policy, the Company will
            provide to the Brands:the Services; access to the Interface; and
            updates to the Tracking Code it makes generally available.During the
            Term, the Brand will:
          
 - 
              promptly select and approve Brand to act as Participating Brand.
            
- 
              maintain the proper integration of the Tracking Code into the
              Brand URLs, including any updates, in accordance with the
              Company's Tracking Policy.
            
- 
              use all reasonable efforts to inform the Company, in advance where
              possible, of any circumstances likely to prevent the Tracking Code
              accurately recording Actions.
            
- 
              provide the Company any information, assistance or access
              reasonably requested to enable the supply of the Services.
            
- 
              ensure any information it provides to the Company is accurate and
              up to date.
            
- 
              notify the Company of any actual (and to the extent possible,
              anticipated) downtime of any of the Brand URLs.
            
- provide the Company the Brand materials.
- 
              ensure any Brand Materials shall be legally compliant in every
              respect associated with the advertisement, age group, and
              industry, including but not limited to being truthful,
              non-deceptive, and substantiated. If the Brand provides marketing
              guidelines to the Company, the Company may approve on behalf of
              the Brand advertising content prepared by a Participating
              publisher in accordance with those guidelines, provided that the
              Company shall assume no liability for material reasonably approved
              in compliance with those guidelines.promptly select and approve
              Brand to act as Participating Brand.
            
Managing Account and Uploading Content
 
            You understand that except for as expressly provided in your service
            agreement with us, the Service and Site may not be used by you for
            commercial purposes. You represent, warrant, and agree that no
            materials of any kind submitted through your account or otherwise
            posted, transmitted, or shared by you on or through the Service will
            violate or infringe upon the rights of any third party, including
            copyright, trademark, privacy, publicity or other personal or
            proprietary rights; or contain libelous, defamatoryor otherwise
            unlawful material.
          
 In addition, you agree not to use the Service or Site to:
 - 
              harvest or collect email addresses or other contact information of
              other users from the Service or Site by electronic or other means
              for the purposes of sending unsolicited emails or other
              unsolicited communications.
            
- 
              use the Service or Site in any unlawful manner or in any other
              manner that could damage, disable, overburdenor impair the Site.
            
- 
              use automated scripts to collect information from or otherwise
              interact with the Service or Site.
            
- 
              upload, post, transmit, share, store or otherwise make available
              any content that we deem to be harmful, threatening, unlawful,
              defamatory, infringing, abusive, inflammatory, harassing, vulgar,
              obscene, fraudulent, invasive of privacy or publicity rights,
              hateful, or racially, ethnically, or otherwise objectionable.
            
- 
              upload, post, transmit, share, store or otherwise make available
              any videos other than those they are to be used expressly pursuant
              to and compliant with your service agreement with us.
            
- 
              register for a user account on behalf of an individual other
              thanyourself, orregister any group or entity unless you are
              expressly authorized to do so.
            
- 
              impersonate any person or entity, or falsely state or otherwise
              misrepresent yourself, your age or your affiliation with any
              person or entity.
            
- 
              upload, post, transmit, share or otherwise make available any
              unsolicited or unauthorized advertising, solicitations,
              promotional materials, “junk mail,” “spam,” “chain letters,”
              “pyramid schemes,” or any other illegal or unethical form of
              solicitation.
            
- 
              solicit personal information from anyone under 18 or solicit
              passwords or personally identifying information for commercial or
              unlawful purposes.
            
- 
              upload, post, transmit, share or otherwise make available any
              material that contains software viruses or any other computer
              code, files or programs designed to interrupt, destroy or limit
              the functionality of any computer software or hardware or
              telecommunications equipment.
            
- intimidate or harass another.
- 
              upload, post, transmit, share, store or otherwise make available
              content that would constitute, encourage or provide instructions
              for a criminal offense, violate the rights of any party, or that
              would otherwise create liability or violate any local, state,
              national or international law.
            
- 
              use or attempt to use another’s account, service or system without
              authorization from LinkHaitao, or create a false identity on the
              Service or Site. Upload, post, transmit, share, store or otherwise
              make available content that, in the sole judgment of LinkHaitao,
              is objectionable or which restricts or inhibits any other person
              from using or enjoying the Site, or which may expose LinkHaitao or
              its users to any harm or liability of any type.
            
            Without limiting any of the foregoing, you also agree to abide by
            our LinkHaitao Code of Conduct that provides further information
            regarding the authorized conduct of users on the Site.
          
 
            You are solely responsible for the profiles, messages, notes, text,
            information, advertisements, listings, and other content that you
            upload, publish or display (hereinafter, “post”) on or through the
            services or the Site, or transmit to or share with other Members
            (collectively the “Member Content”). You may not post, transmit, or
            share Member Content on the Site or Service that you did not create
            or that you do not have permission to post. You understand and agree
            that LinkHaitao may, but is not obligated to, review the Site and
            may delete or remove (without notice) any Site Content or Member
            Content in its sole discretion, for any reason or no reason,
            including Member Content that in the sole judgment of LinkHaitao
            violates this Agreement or any other agreement that governs your use
            of the Service or Site, or which might be offensive, illegal, or
            that might violate the rights, harm, or threaten the safety of users
            or others. You are solely responsible at your sole cost and expense
            for creating backup copies and replacing any Member Content you post
            or store on the Site or provide to the LinkHaitao.
          
 
            Services to be provided under Campaigns will be provided by the
            Company for the period, budget and other terms set out in writing,
            agreed by the Brand and Company from time to time. The Brand will
            provide the Company any Brand Materials relevant to the Program or
            Campaign as applicable.
          
 
            The Company will: suggest appropriate Participating publishers; and
            on the Brand’s request: (a) prevent any publisher from acting as a
            Participating publisher; and (b) use reasonable efforts to procure
            Participating publisher remove Brand Materials or Links from
            publisher Websites.
          
 The Brand will:
 - 
              Permit publishers to market the Brands and its Products and inform
              Participating publishers of any: (a) information relevant to the
              promotion of the Brands or any Products; (b) Advertising Standards
              applicable to the promotion of the Products or the Brands; (c)
              Brands Materials which are directed to children; (d) terms and
              conditions, or other requirements, applied by the Brands to the
              promotion of the Brands or any Products from time to time.
            
- 
              Alert the Company in writing to any Brand Materials directed to
              children or related to a child-directed or mixed-use application
              or website as described in COPPA.
            
- 
              Inform the Company of any complaints made to the Brand in respect
              of any Participating publisher.
            
- 
              Comply with any terms and conditions, or other requirements,
              applied by a Participating publisher to its promotion of the Brand
              or any Products from time to time.
            
            Any terms and conditions, or other requirements, applied by the
            Brand to the promotion of the Brand or any Products shall be subject
            to the terms of this Agreement.
          
 
            The Brand may not reject publishers which are permitted to promote
            the Brand on other publisher marketing networks in the Country, or
            as part of an in-house or personal publisher marketing campaign or
            program.
          
 
            The Brand may delegate the day-to-day operation of Campaigns and
            Programs to a third party on written notice to the Company, provided
            that the Brand shall remain primarily liable for the acts or
            omissions of that third party.
          
 Sales, Tracking, and Claimed Cases
 
            Whenever services are available for purchase from LinkHaitao, the
            services shall include specific terms, conditions, and policies
            applicable to your purchase of services from LinkHaitao(“Terms of
            Sale”). By ordering services from LinkHaitao through the Site, you
            agree to be bound by and accept the applicable Terms of Sale. The
            Terms of Sale are subject to change without prior notice at any
            time, in LinkHaitao sole discretion so you should review the Terms
            of Sale each time you make a purchase.
          
 
            You are solely responsible for your interactions with other Members.
            We reserve the right, but have no obligation, to monitor disputes
            between you and other Members.
          
 
            The Tracking Code and Tracking Policy will be the sole basis for
            recording and determining Actions and Commissions.
          
 
            Each Transaction and Lead will be deemed to have been approved by
            the Brand at the end of the respective pending sales period
            (“Pending Sales Period”), unless declined in accordance with The
            Pending Sales Period Policy below.
          
 
            The Pending Sales Period is by default set to zero and may be
            adjusted by the Brand on prior written notice to the Company. Where
            applicable, the Brand shall use all reasonable efforts to review
            Transactions and Leads within the Pending Sales Period. Within the
            Pending Sales Period, the Brand may only decline:
            1.a percentage of the purchase price of the Product(s) subject of
            the Approved Transaction, as set out on the Interface.
            2.or a fixed amount, irrespective of the purchase price of the
            Product(s) subject of the standard terms of LinkHaitao Approved
            Transaction, as set out on the Interface.
          
 
            The Brand agrees and acknowledges that it has no right whatsoever to
            recover from the Company or any Participating publisher any Fees or
            Commissions paid to the Company in respect of Approved Transactions
            or Approved Leads (including those deemed approved, or any Clicks or
            Ad Impressions. The Brand hereby waives and releases the Company and
            any Participating publisher from any claims the Brand may have for
            recovery of paid Fees or Commissions.
          
 
            The amount of any Commissions are as displayed on the Interface. CPA
            Commissions in respect of Approved Transactions will be determined
            as either:
            Transactions which the Brand can evidence to the Company’s
            reasonable satisfaction were cancelled in accordance with applicable
            statutory consumer rights of cancellation or terms of business.
            Transactions and leads which the Brand can evidence to the Company’s
            reasonable satisfaction were: (a) generated in breach of any terms
            and conditions, or other requirements, applied by the Brand to the
            promotion of the Brand or any Products; or (b) the result of a fraud
            committed by a Participating publisher.
          
 
            The Brand may commit to pay additional Commissions, on terms set out
            on the Interface. The Brand may commit to pay Bonuses, at terms set
            out on the Interface. The Company will remit the applicable payment
            to the respective Participating publisher to whom the Approved
            Transaction, Approved Lead, Click or Ad Impression is attributed, or
            to whom the Bonus is due. This payment may be subject to the prior
            payment of Commission from the Brands . The Brand may vary the
            Commission on a go-forward basis by using the Interface or by
            written request to the Company personnel. Commissions and Bonuses
            applicable to past Actions or other historic marketing activity may
            not be varied. The Brand will be bound to pay the Commission as
            varied, regardless of whether such variations were made by the Brand
            or on its behalf, for any all Actions made after the time of
            variation. Any variations to the Commission are made by operation of
            this Agreement and do not constitute any amendment to this Agreement
            or the entry of any additional agreement.
          
 
            The Commission may not be less than the equivalent commission
            offered by the Brand on other publisher marketing networks in the
            Country, or in-house or personal publisher marketing programs. Any
            measures to prevent or reduce the amount of any Commission, Network
            Fee or Bonus incurred or payable in respect of an Action, which are
            implemented on the basis that the Visitor subject of the Action also
            visited the Brand URL through non-Network sales channels or sources
            of web traffic, are referred to as “Deduplication”. The basis for
            Deduplication shall be provided to the Company in reasonable time in
            advance of their implementation.
          
 
            Brands may change the amount of Commission offered on notice to
            publishers. Deduplication is subject to any conflicting provisions
            in this Agreement and the Tracking Policy. Deduplication may not be
            implemented on the basis that, within the Tracking Period, the
            Visitor subject of the Action also visited the Brand URL: 1)by
            typing the Brand URL into a web browser; 2) by following links
            appearing in (a) organic search results; (b) paid-for results of
            searches on the Brand’s brand names; (c) organic social media; (d)
            price comparison websites; 3) as a result of internal email
            marketing or newsletters; 4) as a result of the retargeting of that
            Visitor: (a) by email; (b) by telephone; (c) by interstitial or
            pop-up; or (d) while at the Brand URL, as a result that Visitor’s
            behavior.
          
 
            LinkHaitao is not liable for any conflict between brands and
            publishers, including deduplication and bonus payment.
          
 
            For Claimed Cases, the Brand shall use all reasonable efforts to
            approve Claimed Actions within the Pending Sales Period for Claimed
            Actions.
          
 
            The Brand must approve Claimed Actions in good faith and: 1) having
            regard to any information provided by a Participating publisher to
            demonstrate the Claimed Actions ought to have been approved by the
            Brand under Tracking Policy; and 2) in a manner consistent with its
            historic approach to the approval or decline of Transactions, Leads
            or Claimed Actions of that type, unless reasonable advance notice is
            given to Participating publishers.
          
 
            The Brand may only decline: 1) Claimed Transactions which the Brand
            can evidence to the Company’s reasonable satisfaction were cancelled
            in accordance with applicable statutory consumer rights of
            cancellation or terms of business; or 2) Claimed Actions which the
            Brand can evidence to the Company’s reasonable satisfaction were:
            (a) generated in breach of any terms and conditions, or other
            requirements, applied by the Brand to the promotion of the Brand or
            any Products; or (b) the result of a fraud committed by a
            Participating publisher.
          
 
            Claimed Actions will be deemed to have been approved by the Brand at
            the end of the respective Validation Period for Claimed Actions,
            unless declined in accordance with this clause.
          
 Intellectual Property, Confidentiality, and Data Protection
 
            The Brand hereby grants to the Company anon-exclusive, transferable,
            royalty-free, worldwide license to publish the BrandMaterials on the
            Interface and to use the Brand Materials to: 1) operate the Network;
            2) enable Participating publishers to market the Brand and its
            Products; 3) market its business, with the Brand’s prior consent; 4)
            otherwise carry on its website traffic, consumer behavior tracking
            and transaction reporting business from time to time.
          
 
            The Company may grant sub licenses of the license to Participating
            publishers to the extent necessary to enable Participating
            publishers to market the Brand and its Products on the Network. A
            sublicense granted to a publisher Network under this policy shall be
            further sub-licensable by the Participating publisher to
            Sub-publishers on terms equivalent to this policy. A sublicense
            granted by a publisherNetwork under this policy shall not be capable
            of further sublicense by the Sub-publisher without the Brand’s prior
            written consent.
          
 
            The Company hereby grants to the Brand a non-exclusive, non-sub
            licensable, non-transferable, royalty free worldwide license to:1)
            use the Tracking Code on theBrandURLs; and 2) use the Interface; to
            the extent necessary for the Brand to participate in the Network and
            perform its obligations under this Agreement.
          
 
            The Brand will not, and will not attempt to change, reverse engineer
            or create derivative works of the Interface or the Tracking Code.
            Each party reserves all of its right, title and interest to any of
            its Intellectual Property Rights licensed under this policy, or
            which it creates under this Agreement.
          
 
            The Brand will indemnify, defend and hold harmless the Company and
            any of its Group Companies (including their directors, employees,
            agents or contractors), from and against any claims, costs, damages,
            losses, liabilities and expenses (including legal fees) relating to
            any claims, actions, suits or proceedings by third parties against
            the Company arising out of or related in any way to the Company’s,
            or any Participating publisher’s , use of the Brand Materials in
            accordance with this Agreement.
          
 
            For Confidentiality, each party will only use Confidential
            Information to enjoy its rights or comply with its obligations under
            this Agreement. Save as set out in this Agreement, neither party
            will disclose any Confidential Information. Confidential Information
            shall be kept confidential .The obligations of confidentiality in
            this Agreement will not apply to Confidential Information to the
            extent it: 1) is in the public domain (other than as a result of a
            breach of this Agreement; 2) can be demonstrated as having been
            independently developed by the receiving party; 3) is published on
            the Interface in the receipt or provision of the Services in
            accordance with this Agreement; 4) is required to be disclosed by
            law or a court order. The Company may disclose Confidential
            Information to Group Companies.
          
 
            For Data Protection, the Company and the Brand will comply with all
            respective legal obligations under Data Regulation. Each party will
            provide the other party any co-operation reasonably requested to
            enable the other party’s compliance with this policy. The Company
            and the Brand will each comply with any data processing agreement or
            arrangement entered by them in connection with Personal Data
            published under this Agreement. The Brand shall not use any reports
            generated by use of the Interface to create Visitor profiles, as
            defined under GDPR where applicable. The Brand will not do or omit
            to do any act which may cause the Company to be in breach of any of
            its obligations under the Data Regulations. The Brand will, on
            behalf of the Company to comply withePrivacy, obtain the prior,
            freely-given , specific, informed, unambiguous and revocable consent
            of Visitors and other users of Brand URLs to cookies or other
            tracking technologies of the Company served under this Agreement.
          
 Invoice and Payment
 
            The amount of the Network Fee is as set out in the Interface.
            Network Fees are payable in addition to Commissions or Bonuses on
            which they are based.
          
 
            The Brand will pay the Company, without deduction or set-off:
            1. the Set-Up Fee and the Monthly Minimum Maintenance Fee.
            2. the Network Fees and Commissions in respect of each Approved
            Transaction, Approved Lead, Clicks or one thousand Ad
            Impressions.
            3. the Bonuses due.
            4. the Reintegration Fee in respect of each.
          
 
            During any period of Brand Downtime, the Network Fees, Bonuses and
            Commission will be determined by the Company, having regard to the
            average value of Fees and Commission payable by the Brand
            (including, where applicable the average value of Fees and
            Commission payable by the Brand during equivalent periods in
            previous years).
          
 
            For Pre-paymentAmount, on the Effective Date the Company will
            request payment from the Brand of the Pre-payment Amount and the
            Set-Up Fee in advance, which shall be paid by the Brand immediately
            (unless agreed otherwise). TheBrand will pay the Set-Up Fee and the
            initial Pre-payment Amount upon registration to the Network using
            the methods specified on the Interface.
          
 
            The Brand will be required to replenish the Prepayment Amount
            periodically when the remaining amount is not enough to pay. In
            settlement of the Minimum Maintenance Fee, the Company will deduct
            the Minimum Maintenance Fee from the Pre-payment Amount on a monthly
            basis, as well as the Network Fee generated by the Brand in the
            previous calendar month.
          
 
            In settlement of the Network Fees and Commissions, the Company will
            deduct from the Pre-payment Amount the Network Fees and Commissions
            in respect of: 1) Transactions and Leads, on their approval (or
            deemed approval) in accordance with clause 5; and 2) Clicks or one
            thousand Ad Impressions, immediately. On the agreement of the Bonus,
            the Company will deduct the Bonus from the Pre-payment Amount in
            settlement of the Bonus; 3)No interest is payable in respect of the
            Pre-payment Amount held by the Company; The Pre-payment Amount may
            be varied by written agreement.
          
 
            Without prejudice to the Company’s other rights or remedies, if
            theBrand fails to make any payment when due under this Agreement or
            any Additional Country Agreement:
            1. any discounts applied will be lost and all Fees will revert to
            the standard rates.
            2. the Company may charge, from the due date for payment until
            payment is made (whether before or after any judgment), and
            Brandshall pay immediately on demand: (i) interest on such sums from
            the due date for payment at the rate of 1.5% per month or that
            allowed by law, whichever is higher, accruing on a daily basis and
            being compounded quarterly until payment is made, and; and (ii) the
            costs of recovering such unpaid amounts.
            3. and/or the Company may suspend all Services and licenses, or
            terminate this Agreement, with immediate effect, until payment is
            made in full.
          
 
            All sums payable under this Agreement are exclusive of local, state,
            federal and international sales, value-added, withholding, and other
            taxes, and duties of any kind that are or may become applicable as a
            result of the provision of the services by Company ("Taxes"). Brand
            shall be responsible for payment of all such Taxes, excluding any
            taxes or duties on Company's net income, assets, or employees. Any
            Taxes will be charged to the Brand and remitted by the Company to
            the appropriate taxing authority. Without limiting the foregoing,
            Brand shall be responsible for all applicable sales taxes unless it
            first claims a sales tax exemption by providing Company with an
            exemption certification acceptable to the appropriate authorities.
          
 
            All Taxes collected from Brand by Company and remitted to the
            appropriate authorities are nonrefundable by Company. Brand will
            need to claim any applicable tax refunds directly through the
            appropriate authorities. If payments under this Agreement are
            subject to withholding tax, the Brand is entitled to deduct the
            appropriate amount from payments to the Company, provided that Brand
            keeps written records of all such deductions as well as associated
            payments and such records are immediately accessible to Company. The
            parties agree to work together on reducing or avoiding any
            withholding tax, and, upon request, shall provide documents required
            for any reduction, exemption, reimbursement or deduction of
            withholding tax. All amounts payable shall be paid in the currency
            in which they are invoiced. Any costs of currency conversion or
            losses caused by exchange rate fluctuations shall be borne by the
            Brand.
          
 Guarantees
 
            Each party warrants and undertakes to the other for the Term that:
            1) it has full power and authority to enter into this Agreement; 2)
            it holds all licenses and approvals necessary for the performance of
            its obligations under this Agreement; 3) it will perform its
            obligations under this Agreement in accordance with all applicable
            laws and using reasonable skill and care; and 4) it will not make
            any false, misleading or disparaging representations or statements
            regarding the other party.
          
 
            The publisher warrants and undertakes to LinkHaitao for the Term
            that: 1) neither the publisher, nor any of its officers or
            shareholders, have previously been party to an agreement terminated
            by LinkHaitao ; 2) no officer or shareholder of the publisher has
            been an officer or shareholder of a company (or other entity) party
            to an agreement terminated by LinkHaitao; 3) all information about
            the publisher set out in the Application Form or on the Interface is
            complete, true, accurate, not misleading and will be kept up to date
            (including, but not limited to address details, payment details and
            tax information); 4) its marketing of any Brand or its Products will
            comply with all Advertising Standards and Data Regulation; 5) the
            publisher Service will be operated in accordance with all applicable
            laws (including Advertising Standards and Data Regulation); 6) it
            shall comply with the Code of Conduct at all times; 7) it shall
            comply with all relevant tax laws; 8) it shall retain ultimate
            control of the operation of the publisher Service; 9) it is the
            owner or valid licensee of any Intellectual Property Rights
            appearing on the publisher Service, and that no part of the
            publisher Service infringes the rights of any third party; and 10)
            all limited Materials will be accurately and faithfully reproduced.
          
 
            The publisher will indemnify, defend and hold harmless
            LinkHaitao(including its directors, employees, agents or
            contractors), from and against any claims, costs, damages, losses,
            liabilities and expenses (including legal fees) relating to any
            claims, actions, suits or proceedings by third parties against
            LinkHaitao arising out of or related in any way to any breach by the
            publisher of any of the warranties at this section of policy, or
            publisher’s gross negligence or willful misconduct.
          
 
            The limited warrants and undertakes to the Company for the Term
            that: 1) all limited Materials comply with all Advertising
            Standards; and 2) all variations to Commissions will be made by
            authorized personnel.
          
 
            Relationship Between Each Other The Merchant will not, directly or
            indirectly, enter or attempt to enter into any agreement,
            understanding or other form of arrangement (whether express or
            implied) with any current or former Participating publishers: 1)
            where payments are made to current or former Participating
            publishers in respect of any marketing services (including
            publisher, display, programmatic, search, email and click-to-call
            marketing) other than under this Agreement; or 2) which prevents or
            disincentivizes current or former Participating publishers from
            promoting other brands.
          
 
            The Merchant will pay the Company on demand by way of liquidated
            damages an amount equal to 30%of all Commissions, Fees or any other
            amounts paid or due to be paid, directly or indirectly, to current
            or former Participating publishers in breach of the restrictions in
            this policy. The parties acknowledge that the liquidated damages
            represent a genuine pre-estimation of the loss that would be
            suffered by the Company as a result of any breach of the
            restrictions in the policy and that such liquidated publishers are
            not a penalty. This policy applies to current and former
            Participating publishers, irrespective of any existing relationships
            between the Brands and such publishers.
          
 Links to Other Websites
 
            Our Service may contain links to third-party web sites or services
            that are not owned or controlled by the Company.
          
 
            The Company has no control over, and assumes no responsibility for,
            the content, privacy policies, or practices of any third party
            websites or services. You further acknowledge and agree that the
            Company shall not be responsible or liable, directly or indirectly,
            for any damage or loss caused or alleged to be caused by or in
            connection with the use of or reliance on any such content, goods or
            services available on or through any such web sites or services.
          
 
            We strongly advise You to read the terms and conditions and privacy
            policies of any third-party web sites or services that You visit.
          
 Warranties and Indemnity
 
            Each party warrants and undertakes to the other for the Term that:
            1) it has full power and authority to enter into this Agreement; 2)
            it holds all licenses and approvals necessary for the performance of
            its obligations under this Agreement; 3) it will perform its
            obligations under this Agreement in accordance with all applicable
            laws and using reasonable skill and care; and 4) it will not make
            any false, misleading or disparaging representations or statements
            regarding the other party.
          
 
            The Brand warrants and undertakes to the Company for the Term that:
            1) all Brand Materials comply with all Advertising Standards; and 2)
            all variations to Commissions under the policy will be made by
            authorized personnel.
          
 
            Termination, Suspension, and Consequences under These Situation
          
 
            This Agreement will start on the Effective Date and continue for the
            Initial Term. After the Initial Term, this Agreement will
            automatically renew for successive Renewal Terms.
          
 
            The Company may terminate this Agreement immediately on written
            notice to the Brand if the Brand fails: 1) to comply with its
            obligations of this Agreement or the equivalent clauses of any
            Additional Country Agreement; 2) to provide assistance reasonably
            requested by the Company; or 3) through no fault of the Company, to
            commence bona fide participation in the Network within 90 days of
            the Effective Date.
          
 
            The Company may suspend this Agreement for the period of the Brand’s
            non-compliance with specific clauses of this Agreement or the
            equivalent clauses of any Additional Country Agreement.
          
 
            Either party may terminate this Agreement on at least three months’
            written notice to the other party, such notice to take effect at the
            end of the Initial Term or any the Renewal Term then in effect. The
            notice period shall be extended to the minimum extent necessary to
            enable the completion of any ongoing Campaigns.
          
 
            Without prejudice to its other rights or remedies, a party may
            terminate the Agreement immediately on written notice to the other
            party, if: 1) the other party materially breaches this Agreement and
            (if remediable) fails to remedy that breach within 14 days of a
            written request to do so; 2)the other party materially breaches any
            data processing agreement or arrangement entered into in connection
            with Personal Data published under this Agreement. 3) the other
            party is deemed unable to pay its debts; steps are made to wind up,
            or appoint an administrator over, the other party; a third party
            becomes entitled to appoint a receiver over the assets of the other
            party; the other party negotiates with all or a class of its
            creditors, or proposes or enters a compromise with such creditors;
            or any similar or analogous event occurs.
          
 
            Without prejudice to its other rights or remedies, the Company may
            terminate the Agreement immediately to the Brand if an Brand Group
            Company materially breaches an Additional Country Agreement and (if
            remediable) fails to remedy that breach within 14 days of a written
            request to do so.
          
 
            Termination of this Agreement will not affect any existing rights or
            remedies. On termination of the Agreement:1) all licenses will
            terminate; 2) where the remaining Pre-payment Amount is sufficient
            to cover all outstanding payments owed by Brand, the Company will
            settle all outstanding payments by deducting from the Prepayment
            Amount and return the remainder of the Pre-payment Amount to the
            Brand; 3) each party will return or at the other party’s option
            destroy all Confidential Information in its possession within five
            Business Days; and 4) theBrand will immediately pay all outstanding
            Fees and Commissions due to the Company.
          
 
            Where any payment is made to the Brand pursuant to and that payment
            is returned to the Company and remains unclaimed or uncashed (e.g.
            in the case of payment by check) after a period of 365 days, the
            Brand will irrevocably forfeit its right to the payment in question.
          
 Limitation of Liability
 
            This policy sets out the entire liability of the Company and its
            Group Companies under or in connection with the Agreement.
          
 
            Neither the Company nor any of its Group Companies will be liable
            for any losses of the Brand if the Company’s compliance with the
            Agreement is prevented by the acts or omissions of the Brand.
          
 
            Neither the Company nor any of its Group Companies will be liable to
            the Brand for: losses of profits, business, goodwill, anticipated
            savings, goods, contract, use or data; losses arising from the acts
            or omissions of a publisher ; or for any special, indirect,
            consequential or pure economic loss, costs, damages, charges or
            expenses.
          
 
            The total liability of the Company and its Group Companies in
            contract, tort (including negligence or breach of statutory duty),
            misrepresentation, restitution or otherwise arising in connection
            with the Agreement will be limited to the amount of Network Fee
            actually received by the Company from the Brandin the 12 month
            period preceding the date on which the claim arose.
          
 
            Except as expressly stated otherwise in this Agreement, all
            warranties, conditions and other terms implied by statute or common
            law are excluded to the fullest extent permitted by law.
          
 
            The Network, the Interface, the Tracking Code, the Services, their
            use and the results of such use are provided "as is" to the fullest
            extent permitted by law. The Company disclaims all express or
            implied warranties, including warranties of satisfactory quality and
            fitness for a particular purpose, which may be implied in respect of
            the Network, the Interface, the Tracking Code, the Services, their
            use and the results of such use. The performance of the Network and
            the Interface relies on third parties beyond the Company’s control.
            The Company specifically disclaims any warranty: 1) that the use or
            operation of the Network, the Interface or the Tracking Code will be
            uninterrupted or error-free; 2) that defects will be corrected; 3)
            that the Network, the Interface or the Tracking Code are free of
            viruses or malicious code; 4) that any security methods employed
            will be sufficient; 5) in respect of any publisher or its
            technology; and 6) regarding correctness, accuracy, or reliability.
          
 
            Nothing in this Agreement limits or excludes the liability of the
            Company or any of its Group Companies for death, personal injury,
            fraud, fraudulent misrepresentation or fraudulent misstatement.
          
 Others
 
            When you use our Services, or send emails to us, you are
            communicating with us electronically. You agree that we may
            communicate with you electronically. Such electronic communications
            may consist of e-mail, notices posted on our Services, "push" mobile
            notification, and other communications. You agree that all
            agreements, notices, disclosures, and other communications we send
            to you electronically will satisfy any requirement that such
            communication be in writing and, to the extent intended, such
            communication will be an enforceable and binding term or amendment
            to this Agreement.
          
 
            You agree to indemnify and hold LinkHaitao, its parents,
            subsidiaries, publishers, officers and employees, harmless from any
            claim or demand (including, without limitation, from all damages,
            liabilities, settlements, costs and attorneys' fees) made by any
            third party due to or arising out of your access to the Services,
            use of the Services, the violation of this Agreement by you, or the
            infringement by you, or any third party using your account, of any
            intellectual property or other right of any person or entity.
          
 Governing Law
 
            The laws of the Country, excluding its conflicts of law rules, shall
            govern this Terms and Your use of the Service. Your use of the
            Application may also be subject to other local, state, national, or
            international laws.
          
 Disputes Resolution
 
            If You have any concern or dispute about the Service, you agree to
            first try to resolve the dispute informally by contacting the
            Company.
          
 United States Legal Compliance
 
            You represent and warrant that (i) You are not located in a country
            that is subject to the United States government embargo, or that has
            been designated by the United States government as a "terrorist
            supporting" country, and (ii) You are not listed on any United
            States government list of prohibited or restricted parties.
          
 Changes to These Terms and Conditions
 
            We reserve the right, at our sole discretion, to modify or replace
            these Terms at any time.By continuing to access or use Our Service
            after those revisions become effective, you agree to be bound by the
            revised terms. If you do not agree to the new terms, in whole or in
            part, please stop using the website and the Service.
          
 Interpretation and Definitions
  Interpretation
 
            The words of which the initial letter is capitalized have meanings
            defined under the following conditions. The following definitions
            shall have the same meaning regardless of whether they appear in
            singular or in plural.
          
 GeneralDefinitions
 
            For the purposes of these Terms and Conditions:
            publisher means an entity that controls, is controlled by or is
            under common control with a party, where "control" means ownership
            of 50% or more of the shares, equity interest or other securities
            entitled to vote for election of directors or other managing
            authority.
            Company (referred to as either "the Company", "We", "Us" or "Our" in
            this Agreement) refers to HANGHAI CHENGZHAO NETWORK Technology CO.,
            LTD.
            Device means any device that can access the Service such as a
            computer, a cellphone,or a digital tablet.
            Service refers to the Website.
            Fee means the Setup Fee, the Monthly Fee, the Network Fee as set out
            in the Interface , and if applicable, the Reintegration Fee
            Terms and Conditions (also referred as "Terms") mean these Terms and
            Conditions that form the entire agreement between You and the
            Company regarding the use of the Service.
            Third-party Social Media Service means any services or content
            (including data, information, products or services) provided by a
            third-party that may be displayed, included or made available by the
            Service.
            Website refers to LinkHaitao , accessible from
             https://www.linkhaitao.com
            You means the individual accessing or using the Service, or the
            company, or other legal entity on behalf of which such individual is
            accessing or using the Service, as applicable.
            By email:
            support@linkhaitao.com
 Contact Us
 
            If you have any questions about these Terms and Conditions, you can
            contact us:
            By mail:
            support@linkhaitao.com