This Hacoo Publisher Program Service Agreement (the “Agreement”) contains the terms and conditions that govern your participation in the Hacoo Publisher Program (the “Program”). By checking the box or clicking the “Accept and Continue” button (as applicable)，the Publisher agrees to sign this Agreement with Hacoo and accepts this Agreement voluntarily.

  “Hacoo” or “our” means Hacoo.app Hacoo LTD, a company incorporated under the laws of China, Hong Kong, and having its registered address at FLAT/RM 810D, 8/F, WAYSON COMMERCIAL BUILDING, 28 CONNAUGHT ROAD WEST, SHEUNG WAN, HK.“You”, “your” or “Participant” means the applicant for the Program. Each of Hacoo and Participant is referred to as a “Party” and collectively as “Parties”.

1. DEFINITIONS

Unless otherwise expressly provided, the terms used in this Agreement shall have the meanings ascribed to them below:

1.1 Advertising Service: a paid advertising service for publishing Advertiser’s promotional information in the form of image, text, video, or audio

through code marking, user identification, and data determination on the relevant pages (display pages) to which Advertiser has rights.

1.2 Cost per Sales model(CPS): an advertising model under which the advertising fee is paid to Publisher in fixed percentage based on the actual sales amount of each product that is directly generated by publishing Advertiser's promotional information on the display pages of the Advertising Platforms used by Publisher.

1.3 Advertising Platform: means the advertising platform or channels used by the Publisher.

1.4 Advertising Materials: all the advertising materials, elements, and links provided by the Advertiser to the Publisher; or all advertising materials, elements, and links designed by the Publisher and prior approved by the Advertiser if applicable.

1.5 Qualifying Purchase(s): means purchases completed by Buyer on the Hacoo Site via Publisher's advertisement of Hacoo Content. A purchase shall only be deemed to be “completed” by a Buyer if the Buyer has taken the requisite steps required by the Hacoo Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the Hacoo Site that are refunded by Buyer or uncompleted COD orders shall not be deemed as a Qualifying Purchase.

1.6 Sale: means valid sales amount which directly generated from Publisher’s link or action, the uncompleted COD order and the refund shall be excluded.

1.7 Cost: means service fee Advertiser shall pay Publisher.

1.8 Fraud: means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions.

1.9 Insertion Order: means a service order form entered into by and between Hacoo and Publisher that sets forth the specific pricing and other terms and conditions of the advertising services provided by Publisher pursuant to this Agreement.

1.10 Publisher Site/Media: means the website or other online media controlled by Publisher whereby Publisher has the right to place advertisements of Hacoo Content pursuant to the Program.

1.11 Publisher: means an individual or entity that controls a website (including its pop-up links, SEM links, SEO links, email links, and other traffic sources on the website) whereby the Hacoo Product/Services can be advertised through the placing of Hacoo Content on the website.

1.12 Server to Server Postback: means the Hacoo’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to Network by utilizing a URL provided by Network, which contains a code to track the number of Buyers who arrives at Hacoo Site and the corresponding action of the Buyer. Whenever a qualified action of the Buyer happens on the Hacoo Site, Hacoo will generate a server request to Network and Network will record the data accordingly. 

2. SCOPE OF AGREEMENT

2.1 This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire agreement between the Parties:

(a) Insertion Order;

(b) Hacoo Publisher Program Advertising Rules and Policies;

(c) Any and all rules, policies, and terms and conditions as published and amended by  Hacoo on the  Hacoo Portal from time to time.

2.2 The Relevant Rules shall be an integral part of this Agreement and shall have the same force and effect as this Agreement. Hacoo will publish

the latest policy in the help center of the portal website. If there is a discrepancy between the latest policy and this Agreement, the latest policy shall

prevail.

2.3 Participant agrees to abide by the terms and conditions set forth in this Agreement and all Relevant Rules when participating in the Program.

3. ENROLLMENT

3.1 Participant’s enrollment into the Program is subject to, in addition to the execution of this Agreement, the fulfillment of all the following requirements by Participant:

(a) having completed the account registration procedures on the Hacoo Portal;

(b) having agreed to be bound by any and all rules, policies, and terms and conditions as published and amended by Hacoo on the Hacoo Portalform from time to time.

3.2 Hacoo reserves the right to reject Participant’s application for participation in the Program if Hacoo determines that Participant is unsuitable for participation in the Program.

4. Distribution of Advertising Material

4.1 The Program is intended to provide the Publisher, whether a Network or a Publisher, with the opportunity to advertise pre-approved Hacoo Advertising Material on Publisher Site/Media. Hacoo will pay Publisher the Fees for Qualifying Purchases(as may be determined in an Insertion Order), made by a Buyer via Publisher’s advertisements of Hacoo Content in accordance with Clause 7 of this Agreement.

4.2 Advertiser warrants that all Advertising Materials and Promotional Products neither contain anything that breaches the applicable laws, regulations, policies and social public order, and good custom nor infringe any third party’s legal rights and interests; otherwise, Publisher shall be entitled to refuse the release. If Publisher proves with evidence that Advertiser’s behavior does not conform to the applicable laws, regulations, and this Agreement, it shall be entitled to immediately suspend or terminate the provision of the Advertising Service.

4.3 Publisher shall submit its Advertising Materials to Advertiser [30] days in advance for checking before published if Publisher released without authorization of Advertiser, any and all due obligations caused due to its action shall be born by Publisher,

4.4 Obtaining cost via fake data traffic is absolutely forbidden in this Agreement, including but not limited to hijacking natural data traffic. Once Advertiser discovers such circumstance, the advertiser reserves the right to withhold payment or chargeback payments of this part of invalid or fraud orders.

4.5 Publisher shall not make any false or untrue publicity and shall not damage the reputation of Advertiser. Once Advertiser discovers such circumstance, the advertiser reserves the right to withhold payment or chargeback payments of this part, Publisher shall indemnify the Advertiser for all losses thereof.

4.6 The Parties might amend or change the detail of Advertising Service by email, including but not limited to the Prices, Campaign Target, and Territory of Insertion Order. 

5. REPORTING AND TRACKING

5.1 Hacoo will make available (whether online or offline) to Publisher reports summarizing Publisher’s performance in the Program and records relating to the Qualifying Purchases and/or other qualifying Actions.

5.2 Publisher agrees that all performance of Publisher’s advertisement of Hacoo Content on the Publisher Sites/Media will be recorded and tracked by the tracking system and technology used by Hacoo. Unless otherwise specified in the Insertion Order, the records tracked and stored by Hacoo’s tracking system shall serve as the sole basis for calculating the sum of Qualifying Amount payable to Publisher under the Program.

5.3 Publisher shall not employ any method to directly or indirectly interfere, disrupt or disable Hacoo’s tracking system.

6. PUBLISHER’S RESPONSIBILITIES

6.1 Publisher shall use effective technology to detect and prevent unusual activity which involves Fraud. Publisher shall have the right to determine and declare such Fraud activities to be invalid and Hacoo shall not be charged for such Fraud activities.

6.2 Publisher shall be responsible for its Publisher Site/Media.

6.3 If Publisher transfers any information, by reference to which an individual may be identified (“Personal Data”), including, without limitation, device ID, ADID of users of Publisher Site to Hacoo, the Publisher shall: (a) acquire all required permits and full consent from the correspondent users according to applicable laws to collect and transfer their Personal Data to Hacoo for agreed purpose prior to their transmitting; (b) agree that Hacoo will, in its sole and absolute discretion, the process only the part of Personal Data that refers to those users who are registered Hacoo members and agreed to Cookie Preferences of Hacoo , and may reject to process the other received Personal Data and/or filter Hacoo Content. (c) agree and understand that Hacoo will not collect or store any of those transmitted Personal Data.

6.4 Publisher shall work with Hacoo in order to improve the Program and its effectiveness on an ongoing basis according to the feedback gathered from the various Publisher Sites/Media.

6.5 Publisher shall be responsible for all activities on its account with the Hacoo Portal and for loss, theft, or unauthorized disclosure of its password. Publisher shall provide prompt notification to Hacoo of any known or suspected unauthorized use of its account or breach of the security of its account on the Hacoo Portal.

6.6 Publisher shall submit the required information to Hacoo, including, without limitation, name, country, information in connection with Publisher’s Site/Media, and contact information (“Required Information”). If Publisher procures any other agencies or sub-publishers to provide any of its Services hereunder, Publisher shall submit to Hacoo Required Information in connection with such agencies or sub-Publishers. Hacoo shall be entitled to verify the accuracy, completeness, and truthfulness of the above Required Information. Publisher acknowledges that if it fails to submit any of the Required Information or any of the submitted Required Information is inaccurate or incomplete, Hacoo shall be entitled to suspend part or all functions for the Publisher’s account on Hacoo Portal. Your private data will be subject to Hacoo Privacy Policy provided you are an individual supplier.

6.7 For purpose of the services under the Hacoo Publisher Program, the Publisher hereby authorizes Hacoo to send direct emails, notices, and/or pushes for the purpose of providing any recommended Hacoo Content, any information and/or instructions in connection with Publisher’s rendering of Services.

7. FEES AND PAYMENT TERMS

7.1 The payment method of the advertising fees under this Agreement is [ Post Payment ]  

• The Parties agree that the billing data shall be settled on a monthly basis, for the period from the 1st day to the last day of each natural calendar month respectively; 
• The Advertiser shall confirm sales data of orders before 15th day of each month, for those uncertain status’ orders shall be calculated after completion;
• If there’s any data discrepancy between the Publisher and the Advertiser, the Advertiser shall prevail;
• The Publisher shall issue a legitimate and correct invoice to the Advertiser based on the qualifying Amountconfirmed by both parties; 
• The Advertiser shall make payment to the Publisher within thirty (30) days after receiving the legitimate and correct invoice.

7.2 Details and terms governing the Qualifying Amount payable shall refer to the Insertion Order executed by both Parties. Hacoo reserves the right to update the terms in connection with the Qualifying Amount published on the Hacoo Portal from time to time by publishing an amended and restated version of the new terms and the new terms shall take effect immediately upon posting on the Hacoo Portal. Your continued participation in the Program after the publication of the amended and restated terms shall be deemed as your acceptance of the amended and restated terms.

7.3 Any and all payments hereunder shall be made in US Dollars. The exchange rate shall be according to “The Announcement of the Central Party of RMB Exchange Rate authorized by the China Foreign Exchange Trading System” published by the official website of the People's Bank of China on the date of each payment.  

7.4 Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law. Advertisers shall bear any withholding tax in accordance with the relevant local laws and regulations of the country of Advertisers. The payment charges, included but not limited to a bank fee, shall be individually borne by both Parties.  

7.5 The prices of the Insertion Order shall follow separate notice by email. If there is some difference between the price，the following priority rank shall apply: (a）email；(b) insertion order; (c) agreement.

7.6 The payment charges, included but not limited to a bank fee, shall be individually borne by both Parties.

8. TRADEMARK REQUIREMENTS

"Hacoo" and related icons and logos are registered trademarks or trademarks or service marks of Hacoo.

8.1 You may use the Trademarks only for purposes expressly authorized by us.

8.2 You cannot use our trademarks, industrial designs, patents, or any descriptions, pictures, images, videos beyond the purpose of this agreement without our written consent.

8.3 You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.

8.4 You may not display the Trademarks in any manner that implies endorsement of your website and/or mobile application by Hacoo beyond your involvement in the Program.

8.5 You cannot bid on our Trademarks at any website and/or App that provides search engine services and that results in driving traffic to any website, other than our Site, including your website and/or App.You may use the Trademarks only for purposes expressly authorized by us.

8. 8. 6 You may not use the trademarked Names, Hacoo, Hacoo.app, or any variations or misspelling thereof, in any manner including but not limited to keyword Bidding on Search Engines.

8.7 You may not bid on any keyword or on any PPCSEs that is one of our competitors' trademarks (or a derivation of a competitor's trademark), or any other word or term that is likely to cause confusion regarding its affiliation with the competitor.

8.8 You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit.

8.9 Without the prior written approval of Hacoo, you can not use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Hacoo in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that Hacoo was the creator or sponsor of such advertisement.

8.10 Hacoo may, in its sole discretion, terminate you or withhold payment of your commissions for the days that we determine that you were bidding in violation of the keyword bidding requirements above.

9. INTELLECTUAL PROPERTY

9.1 Except as expressly agreed to in writing by the Parties, GOODBLIN LIMITED will own all right, title, and interest in and to all copyrights, inventions, improvements, products, services, technology, information, and materials, work product or derivatives of any kind that Publisher may independently create, develop or prepare during the Term, including all worldwide Intellectual Property Rights and proprietary rights therein, including without limitation, the entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials produced for the purpose of fulfilling Publisher’s obligations under this Agreement.

9.2 Save as provided in this Agreement, Publisher agrees not to transfer, copy, modify, alter, adapt or create derivative works based on the Hacoo Content or any other materials approved by GOODBLIN LIMITED without obtaining their respective written consents.

9.3 Publisher is not allowed to use, apply for registration, or register such items identical with or similar to any trademarks, registered or unregistered, trade names, logos, and domain names of Hacoo, its Publishers, or the Hacoo Site, including, without limitation, Hacoo.com, Hacoo.com.

9.4 Publisher shall not copy or modify any icons, buttons, banners, graphics files, or Hacoo Content that Hacoo has made available unless otherwise agreed by Hacoo in writing.

9.5 Except as expressly agreed to in writing by the Parties, nothing in this Agreement will be deemed to grant or assign to either Party any ownership rights, license rights, or interests of any kind in the other Party’s products, services or technology or in the other Party’s Intellectual Property Rights or proprietary rights.

9.6 In terms of Hacoo Content, Publisher understands and acknowledges that Hacoo , being a technical service provider for sellers on Hacoo Site and Publishers, has no commercially feasible capability to and does not screen or verify flawlessness, legality, or compliance of Third-Party Content and Publisher shall ensure by itself that all hosting, placement, publishing and/or distribution of Third Party Content (which shall include all content of or relating to Hacoo Product/Services) is carried out at all times in good faith and in compliance with applicable laws and regulations and in a good manner. Publisher further agrees that will not hold Hacoo liable if any sellers on Hacoo Site breaches its representation and warranty herein. In case of a dispute or claim of ownership, infringement, or damage relating to Third Party Content, the Publisher shall hold Hcoo harmless and indemnified against any losses, damages that may be suffered by Hacoo.

10. CONFIDENTIALITY

Each Party shall keep secret and confidential of the methods, processes, and techniques and all information, knowledge, trade practices, pricing, and secrets communicated to such Party by the other Party under this Agreement. Any information accepted as confidential shall be used only as agreed and will not be revealed to any other third party(the affiliated company is not subject to this limit) without the express written permission of the disclosing Party. Each Party is obliged to prevent any unauthorized copying, use, and/or disclosure of any confidential information of or concerning the other Party.

11. REPRESENTATIONS AND WARRANTIES

11.1 Each Party represents and warrants that:(a)It will make no false or misleading representations, warranties or guarantees with respect to the other Party and all material aspects of the other Party’s business including but not limited to its products and services;(b) It will comply with all applicable laws and regulations and will maintain any permits, licenses, and approvals required to perform its obligations hereunder.

11.2 Publisher further represents, warrants, and/or covenants that:(a)All information provided to Hacoo during its registration process on the Hacoo Portal is true, complete, and accurate. (b) The publisher has obtained all necessary approvals, authorizations, permits, and licenses to operate and to publish any and all content on, the Participate Site/Media.(c)Any promotional content that Publisher has created based on the Hacoo Content provided by Hacoo does not and will not infringe any third party’s Intellectual Property Rights.

11.3 Neither Party shall be liable for or be considered to be in breach or default under this Agreement on account of any delay or failure to perform hereunder, excepting all obligations to make payments hereunder, as a result of any cause or condition beyond such Party's reasonable control (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure the delay.

12. TERM AND TERMINATION

12.1 This Agreement shall be effective from the time you have clicked the “Accept and Continue” button on the Hacoo Portal (or any other agreement acceptance process adopted by Hacoo) and shall remain unless it is terminated in accordance with the terms of this Agreement (the “Term”).

12.2 Either Party may terminate this Agreement without cause any time by giving the other Party prior written notice of not less than one (1) month.

12.3 Either Party may terminate this Agreement with immediate effect on written notice to the other party if:

(a) the other Party commits a material breach of this Agreement and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied;

(b) the other Party ceases to conduct its business operations;

(c) the other party is unable to pay its debts due and payable; or

(d) the other party enters into a composition with its creditors or goes into liquidation, or is dissolved, or adjudged insolvent or is otherwise rendered incapable of performing its obligations under this Agreement.

13. Miscellaneous

13.1 Publisher shall not transfer its rights and obligations hereunder together to its Publishers without prior written consent from the advertiser; Advertiser shall have the right to terminate this Agreement after giving a thirty days’ written notice to Publisher, and stop using the Advertising Service, in which case the payment shall be subject to the fee actually incurred.

13.2 No failure by either party to exercise or timely or fully exercise a right hereunder or granted under laws shall be considered as a waiver of such right, or shall affect the exercise by the party of such right in the future.

13.3 This Agreement shall be solely governed by applicable laws and regulations of Hong Kong.  Any disputes and matters arising from this Agreement, either Party may submit such dispute to Hong Kong International Arbitration Center（HKIAC）for arbitration according to the HKIAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral tribunal shall be composed of three arbitrators. The arbitration award shall be final and binding upon both Parties.

13.4 The emails sent from the email addresses of the Parties’ respective attn set forth in the Insertion Order are identified as having legal effect. If a Party needs to add an attn, its attn shall notify the attn of the other Party via email, etc.

13.5 In relation to matters uncovered herein, the Parties may separately sign a written supplementary contract upon the mutual agreement reached through negotiation. The supplementary contract shall have the same legal effect as this Agreement upon signing and sealing of the Parties.

13.6 This Agreement shall come into effect when it is signed and sealed by both parties and shall be held in two (2) copies of the same form. Each Party shall preserve one (1) copy with equal legal effect.

Attachment 1: Insertion Order