1.1The Agreement sets out the terms and conditions on which the Partner will provide Services to Microcloud. Microcloud appoints the Partner to carry out the Services on behalf of itself and Microcloud.

1.2 ANY OTHER TERMS, CONDITIONS, PERFORMANCE CRITERIA, GUARANTEES OR PRIOR REPRESENTATIONS, WARRANTIES WHATSOEVER (WHETHER WRITTEN OR ORAL), IRRESPECTIVE OF THE TIMING, SHALL BE OF NO EFFECT UNLESS EXPRESSLY INCORPORATED HEREIN. YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.3Any changes to Insertion Order and promotion content shall be sent to the designated contact person of both parties at the email address at the Insertion Order for confirmation. The confirmed Insertion Order is binding upon both parties. Any modification to the Agreement shall have no effect unless expressly agreed in Insertion Order in writing and signed by an authorized representative of the Microcloud and Partner.

1.4 Confirmation and Change: All time, contents, format and specific promotion plan hereunder shall be approved by Microcloud in writing, and Partner may not promote without Microcloud’s writing confirmation. Microcloud can change the Services content at its sole discretion, and Partner shall make corresponding changes within 24 hours after receiving such request from Microcloud.

1.5 The Agreement shall: (a) prevail over and take the place of any other items or conditions stipulated, incorporated, referred to or contained in any document or communication from the Partner in the course of negotiations (except Insertion Order signed by both party); and (b) apply to the exclusion of any other terms or conditions on which any quotation has been given to Microcloud or any similar provision in the Partners terms and conditions shall be of no effect.

• Advertiser:means the advertiser for which Microcloud is the agent under an applicable IO.
• Product: means the application or online service platform (website, etc.) wholly-owned by Microcloud, or Advertiser's application or online service platform (website, etc.) which is licensed to Microcloud.
• Campaign (Service) :the activities carried out by Partner for Microcloud on the basis of this Agreement, which mainly consist on placing and promoting the banner and landing pages of Product provided to it by Microcloud, but may also include other activities aimed at promoting the Product as well as any required web marketing consultancy services;
• Materials:includes particularly but without limitation logos, pictures, texts, video, banners, landing pages, artwork, copy, or active URLs and creatives of campaign.
• IO (Insertion Order): mean document to clarify and describe the business details by and between parties to be issued by Microcloud to the Partner from time to time. This Agreement may be accompanied with several IOs and each such IO shall form part of this Agreement.
• Promotional Service Platform: means Partner’s manner of delivering mobile applications and services to Clients, including but not limited to website, wapsite, appstore, ads network, in-app cross sell services, etc.
• CPA: Means Deliverables sold on a cost per acquisition / action basis.
• CPB:means Deliverables sold on a cost per billable acquisition / action basis.
• CPS:means Deliverables sold on a cost per sale basis.
• CPL: means Deliverables sold on a cost per lead basis.
• CPI:means Deliverables sold on a cost per install basis.
• CPD: means Deliverables sold on a cost per download basis.
• CPC:means Deliverables sold on a cost per click basis.
• CPM:means Deliverables sold on a cost per 1000 impressions basis.
• Intellectual Property Rights: means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trademarks(whether registered or unregistered), logos, service marks, design (whether registered or unregistered), plans, models, diagrams, information, drawing, computer program, specifications, source and object code materials, data and processes, patents, know how, trade secrets, inventions, database rights and any products or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created. Except as expressly granted in this Agreement, Microcloud retains all right, title and interest in Microcloud’s intellectual property rights and any derivatives thereof.
• Site Service:shall mean the web based application, reporting, access to data and advertising provided by Microcloud.
• Site or UstarAlliance Site:means the website through which such Site Services are accessed.

3.1 The Partner shall perform, immediately from the Commencement Date, the Services using the highest level of professional care and skill in a good workmanlike manner in accordance with then current best industry practice and at all times in accordance with the terms of the Agreement (including to the applicable specifications and by the due dates as set out in the Insertion Order).

3.2 Participation in the Site Service and use of the Microcloud Site is subject to the terms and conditions of this Agreement, Microcloud’s approval of Partner’s participation may be withheld or terminated at any point, in Microcloud’s sole discretion, regardless of initial acceptance.

3.3 Criteria. Partner hereby acknowledges and agrees that to the extent it represents or acts on the behalf of third party Partners or websites (“Third Party Publishers”), Partner assumes all liability for such Third Party Publishers and will ensure that such Third Party Publishers comply with the terms of this Agreement and all applicable laws. Without limiting any other provision of this Agreement, Partner shall fully and completely indemnify, defend and hold harmless Microcloud for all damages arising from a Third Party Publisher’s breach of any obligations or warranties set forth in this agreement. Without limiting any other provision of this Agreement, Partner represents and warrants that it has the ability to terminate any Third Party Publisher’s Service immediately.

3.4 Oversight of Control: Microcloud has the right to supervise Partner’s Promotion Services and has the right to conduct spot checks any time, Partner shall actively cooperate for such checks. Microcloud may raise its objections regarding Promotion Services to Partner at any time and Partner shall reply within one business day after receiving such objection. Under the conditions that Partner fails to give reasonable reply or fails to reply in time, such objection shall be deemed as ratified and Partner shall take remedial measures and assume the liability of breaching the Agreement.

3.5 License. Subject to the terms and conditions of this Agreement, Microcloud grants Partner a revocable, non-transferable, non-exclusive limited license to use the Site Service, the Microcloud Site and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purposes set forth in this Agreement.

3.6 Acceptance of a Campaign. Without limiting any other provision of this Agreement, Partner represents and warrants that, upon acceptance and implementation of a Campaign, Partner shall abide by all terms and conditions of this Agreement. If Partner fails to adhere to all of the terms and conditions of this Agreement, in addition to all other remedies available to Microcloud, Microcloud reserve the right to terminate this Agreement immediately and withhold of any payment to Partner without penalty to Microcloud.

3.7 Providing material: If Partner needs Microcloud to provide the materials, creative or other information(referred to as “materials”), Partner shall notify Microcloud of the requirements at least seven(7) business days before the promotion and provide assistance if needed. Partner has the right to review the materials provided by Microcloud, if Partner believes such materials do not comply with the laws and regulations or any technical specifications specified in advance, Partner shall notify Microcloud within twenty-four (24) hours after receiving such materials, otherwise, it shall be deemed as in conformity with Partner’s promotion requirements.

3.8 Without the consent of Microcloud, Partner shall not use Microcloud’s corporate name, trade name, trademark, software and related materials or contents. If Microcloud authorize such reasonable use under this Agreement, Partner shall ensure that such use shall not exceed the scope of this Agreement. Microcloud’s authorization is non-exclusive, non-transferable and revocable. Without Microcloud’s written consent, Partner shall not modify, decrypt, decode, disassemble, reverse engineer, disassemble or make derivative products therein. Partner ensure that it shall not use any products, software, programs, advertisement materials or other related materials provided by Microcloud to carry out any activities that may violate the laws and regulations and violate any lawful rights and interests of any third party.

3.9 Partner in principle is only allowed to use creatives and materials provided by Microcloud. You may not alter, modify, manipulate or create derivative works of the Links or any Microcloud creative, copy or other materials owned by, or licensed to Microcloud in any way. All self-made creatives, texts, pre-landers or other own made material which will be used to promote these Products and any other derivatives need to be submitted to Microcloud to get approved firstly.

3.10 Microcloud may revoke Partner license or rights anytime by giving Partner written notice.

4.1 Microcloud shall make payment to Partner according to the Terms and Conditions of the Agreement. Invoice will be issued by Partner after the service is offered. Credit term shall be 45 days after the receipt of invoice.

4.2 Microcloud will pay the invoice by bank transfer as per the information given below in relation to Partner's bank account. Bank fee shall be individually paid by both Parties.

4.3 Partner agrees and acknowledges that Partner shall be fully responsible for all tax, whether state or local. When the amount is more than $500, by Bank transfer. The specific payment method confirmed by the Parties shall be clearly set out in the settlement bill provided by Microcloud and billing amount will be made based on the conversion data report of Microcloud. When the amount is not more than $3000.00, Partner will cover all transfer fee. Partner acknowledges that this policy may update at any time, and Partner agrees to comply with the updated policy.

4.4 Payment for Commissions is dependent upon Advertiser providing such funds to Microcloud, and therefore, you agree that Microcloud shall only be liable to you for Commissions to the extent that Microcloud has received such funds from the Advertiser. You hereby release Microcloud from any claim for Commissions if Microcloud has not received such funds from the Advertiser. Microcloud shall not be liable for any delayed payment which turned out shall be attribute to the Partner.

4.5 Partner shall notify Microcloud in writing within three (3) business days after the change of Partner’s account information happens.

5.1 Partner are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law or falsify information in connection with referrals through the Links or exceed your permitted access to the Microcloud Site. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using steal ware, cookie-stuffing and dishonesty or any other deceptive acts, click-fraud or misconduct that causes harm to Microcloud (collectively, “Fraud”).

5.2 Without limiting any other provision of this Agreement, Microcloud reserves the right, in Microcloud’s sole and absolute discretion to terminate this Agreement and/or Partner’s account, at any time without liability to Microcloud, should Microcloud determine, in its sole and absolute discretion that Partner engages in fraud.

5.3 IF MICROCLOUD DETERMINES THAT PARTNER HAS ENGAGED IN FRAUD, MICROCLOUD WILL FORFEIT ITS ENTIRE PAYMENT FOR ALL CAMPAIGNS AND PARTNERS ACCOUNT WILL BE TERMINATED IMMEDIATELY. IF PARTNER IS NOTIFIED THAT PARTNER IS ENGAGING IN FRAUD, AND PARTNER FAILS TO TAKE PROMPT ACTION TO STOP THE FRAUD, THEN, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO MICROCLOUD, PARTNER SHALL BE RESPONSIBLE FOR ALL COSTS AND LEGAL FEES ARISING FROM SUCH FRAUD.

5.4

6.1

6.2 The conversions quality is more important than quantity. Any fraud traffic, bad traffic and unapproved traffic (including but not limit to restricted traffic set forth in the Insertion Order) is not allowed, Microcloud has the right to refuse to pay if Partner sent fraud traffic, bad traffic and unapproved traffic. Microcloud reserves the right to charge back any previous payment that are later determined to have not met the requirements to be a Qualified Action or determined to be fraud traffic, bad traffic and unapproved traffic.

7.1 Partner represents and warrants to comply with all obligations, requirements and restrictions under this Agreement and comply with laws, rules, policies and regulations as they relate to Partner business, Partner Media, Promotional Service Platform or Partner use of the links, creatives and materials.

7.2 Partner represents and warrants that: Partner has all necessary rights and authority to enter into this Agreement and to place advertisements on its Promotional Service Platform; (ii) Partner owns and/or has the right to use all materials contained on Promotional Service Platform;

7.3 Partner ensures that all materials provided by the Partner or its agents platform and posted on Promotional Service Platform or otherwise used in connection with the campaign (a) are not illegal, (b) do not infringe upon the intellectual property or personal rights of any third party or otherwise contains materials that Microcloud informs Partner that it considers objectionable.

7.4 Microcloud represents and warrants that the use of the campaign by Partner is all under the permission from Microcloud. Microcloud holds all necessary rights to permit the use of the campaign by Partner for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of campaign, any data regarding users, and any material to which users can link, or any products or services made available to users, through the campaign will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.

9.1 Partner hereby agrees to indemnify, defend and hold Microcloud and Microcloud’s respective subsidiaries, publishers, partners and licensors, directors, officers, employees, owners and agents harmless against any and all penalties, damages, liabilities, losses , costs, and expenses (including attorney’s fees) and Microcloud shall have the right to request Partner to bear the liability equals to 30% of the Agreement amount incurred, under the condition that (i) any breach of this Agreement, including any representation, warranty, restriction or obligation made by Partner herein, (ii) any claim related to your Promotional Service Platform, including but not limited to, the content contained on such Platform. AndMicrocloud has the right to decide whether to terminate the Agreement or not, and request Partner to return all payment has been paid.

9.2 Partner shall be solely responsible for resolution and responsibility of any disputes and liabilities caused by Partner’s breach of the Agreement. If Microcloud is liable to any third party for the reasons of Partner, Partner shall compensate Microcloud for such losses.

9.3 Microcloud hereby agrees to indemnify, defend and hold Partner and its subsidiaries, publishers, partners, and their respective directors, officers, employees, owners and agents harmless against losses based on any breach of this Agreement, including any representation, warranty, restriction or obligation made by Microcloud herein.

9.4 In addition to any other rights and remedies available to both party under this Agreement Microcloud reserves the right to withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Microcloud determines that you have violated this Agreement, (ii) Microcloud receives any complaints about your participation in the Service which Microcloud reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Microcloud reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

12.1 Term. This Agreement shall commence on the date of signature of Insertion Order by both Microcloud and you. Unless terminated by either Party upon three (3) business days prior written notice to other party, the Agreement shall automatically renew for successive one (1) year terms.

12.2 Microcloud can terminate any IO by giving twenty-four （24）hours prior notice in writing to Partner. Partner shall stop the service immediately after the receipt of the Microcloud notice, after that day the fee shall not be calculated.

12.3 Microcloud will be entitled to terminate this Agreement without notice immediately upon breach of any of the provision of the Agreement or of the IO committed by the Partner and such breach not being cured within fifteen (15) days from the receipt of written notice of such breach.

12.4 Upon termination of this Agreement for any reason, any and all licenses and rights granted to Partner in connection with this Agreement shall be immediately ceased and terminated. Upon termination of this Agreement, Partner will: (i) immediately terminate all use of and delete all Links and intellectual property which provided by Microcloud. (ii) immediately cease to use, and remove from the Partner’s websites, any and all campaigns and/or related materials made available to Partner in connection with Partner’s participation in the Services ; and (iii) immediately discontinue the use of the Site Service and any Site Data. In the event of termination of this Agreement, Sections 3, 4, 5, 6-12 shall survive.

18.1 The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

18.2 If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

18.3 The Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in the Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

18.4 During the term of this Agreement, and for a period of one year thereafter, Partner will not participate in any performance based advertising relationship with any advertiser whose advertisements are or were posted on the Microcloud Site, unless a previously existing business relationship between advertiser and Partner can be demonstrated to Microcloud of the reasonable.

18.5 The Partner shall not, without the prior written consent of Microcloud, assign, transfer or sub Agreement all or any of its rights or obligations under the Agreement.