TopOn Service Agreement
Updated July 25, 2023
this Agreement is an electronic agreement, and the signing entity of TopOn depends on your domicile:
(1) If your domicile is located within the territory of the People's Republic of China, this Agreement is signed by Guangzhou Taku Information Technology Co., Ltd. with you;
(2) If your domicile is located outside the People's Republic of China, this Agreement is signed by TOPON PTE. LTD. with you;
All of the following content applies to all registrations on the TopOn platform (https://app.toponad.com/m/register) to use the TopOn ad mediation service (hereinafter referred to as "TopOn Ad Mediation Service") and (or) TopOn ADX real-time trading platform services (hereinafter referred to as "TopOn ADX Services") and other related services provided by TopOn (hereinafter collectively referred to as "TopOn Services") natural or legal persons.
In this Agreement, unless otherwise stated, Guangzhou Topon Information Technology Co., Ltd. and TOPON PTE. LTD are collectively referred to as "TopOn". If you handle and sign this Agreement on behalf of the company, you should ensure that you have obtained the legal and valid authorization of the company. In this Agreement, TopOn and the Partner are respectively referred to as "a party" and collectively referred to as "both parties" or "the parties".
this Agreement stipulates that TopOn cooperates with you (hereinafter also referred to as "Partner") on the services provided by TopOn.
Please read the following carefully, and pay special attention to the definitions of terms; if you do not fully understand and agree to all the terms of this Agreement, you may not register on the TopOn platform or use TopOn's Services in any form. By clicking "I agree" to the TopOn Service Agreement including this online agreement and using TopOn's Services and registering on the TopOn platform or you use/continue to use this service, it means that you have read, understood and accepted this Agreement constraints. Your successful registration and click to agree will generate relevant data messages on the TopOn platform, constituting a legal and valid electronic signature.
If you signed an agreement related to TopOn Services (hereinafter referred to as "Offline Agreement") with TopOn before or after signing and accepting this Agreement and the offline agreement is still valid, if there is a conflict between the Offline Agreement and this Agreement where the content is not covered by the Offline Agreement, this Agreement shall prevail.
TopOn reserves the right to unilaterally change, modify, add or delete any part of this Agreement at any time. Changes to relevant content will take effect from the date of publication on TopOn's official website (https://www.toponad.com/), and Partner should log in regularly The site to view. When using the TopOn service, the Partner should check and understand the revised content in a timely manner, and consciously abide by the latest terms. The Partner's continuous use of the TopOn service is deemed to have read, understood, accepted and agreed to all modifications. In the event of a dispute, the latest terms shall prevail. If the Partner does not agree to the modification, the Partner shall immediately stop using the service.
this Agreement is signed and becomes effective on the day when the Partner successfully clicks to agree on the TopOn platform. Unless both parties terminate this Agreement in the manner stipulated in this Agreement, this Agreement shall continue to be effective.
1.1 Advertisement refers to any material provided by TopOn and delivered to users to promote the advertiser's products, services or brands.
1.2 Advertisement Style refers to the various forms that TopOn uses to display advertisements, including but not limited to banners, native advertisements, videos, interstitials, etc.
1.3 Advertisement Space refers to various positions and timings where advertisements are displayed.
1.4 You/Media/Developer refers to a legal person or other organization that has successfully registered an account on the TopOn platform, has the corresponding qualifications and capabilities required to provide services using the TopOn platform, and owns and/or operates products such as mobile applications and websites.
1.5 Developer Products refer to the mobile applications legally owned and/or operated and/or operated by you and recognized by the TopOn platform and/or any mobile applications added by Partner through other technologies of TopOn and the above-mentioned mobile applications All Derivative Works.
1.6 Advertiser refer to a) the customer, advertising platform and/or advertising alliance acquired by TopOn for Partner through the TopOn platform, or b) TopOn itself, when they want to promote their own products/services or promote third-party legitimate products through cooperative products When authorizing the promoted product/service.
1.7 TopOn Ad Mediation Service refers to the one-stop advertising ad mediation tool provided by TopOn, which can provide you with fast, convenient and lightweight SDK, global high-quality advertising resource allocation, industry-leading advertising styles, stable global deployment support and other services.
1.8 TopOn ADX Service refers to the TopOn ADX advertising transaction platform, a technical service system independently developed and operated by TopOn, which provides Partner with online advertising resource demand side access, online advertising resource transactions, transaction-based online advertising delivery, and advertising information maintenance , effect monitoring and financial settlement and other technical services.
1.9 SSP refers to a platform that connects with the TopOn ADX platform and provides advertising space and other media release resources to the TopOn ADX platform. SSP can collect a certain amount of media release resources through its own service products, and integrate its self-developed product system with TopOn ADX The platform docking enables the promotion information of Party A's advertisers to be released and displayed on Party B's SSP advertising space and other media publishing resources through Party A's ADX platform. Under this Agreement, if you actually use the TopOn ADX service for traffic monetization, your legal status is equivalent to that of SSP.
1.10 DSP refers to the traffic demand-side platform docked with the TopOn ADX platform. The DSP platform collects a certain number of customers through its own service products, and connects its self-developed DSP platform with the TopOnADX platform to realize the promotion information/advertisement of DSP platform customers Self-publishing and management of the TopOn ADX platform. DSP platform customers refer to companies or other economic organizations introduced by the DSP platform, including advertisers or their agents that have a direct contract relationship with TopOn, or third-party advertising demand-side platforms, media-side platforms or advertising information exchange platforms that cooperate with TopOn. Hereinafter referred to as "Customer".
1.11 End User refers to an individual viewing an advertisement within a Product, excluding robots, macro programs, internet proxies, simulators and other automated tools that simulate the behavior of natural persons.
1.12 Affiliated Company refers to a company that directly or indirectly controls or is directly or indirectly controlled by a party, or is directly or indirectly controlled by a party. "Control" in this subsection means directly or indirectly owning an aggregate of 50% or more of the voting capital.
1.13 Platform rules refers to the platform rules that you should abide by when using TopOn services, including but not limited to TopOn ad mediation platform advertising implementation business regulations, TopOnSDK developer use compliance regulations and other policies and rules related to this service issued by the platform in the future , specifications, notifications, etc.
1.14 Law means any statute, treaty, decree, rule, regulation, license, order, writ, injunction, judicial decision, judgment, code or other legally binding requirement of a government authority that may be in force from time to time.
1.15 TopOn platform data refers to the relevant data generated during your use of TopOn services, including but not limited to data formed by operational behavior and various advertising-related data.
1.16 CPM (Cost Per Thousand Impressions) refers to the cost per thousand times an ad is shown to a user. In this Agreement, effective display means that the user successfully sees the display content of the advertisement.
1.17 Data protection Law refers to any applicable data protection law or privacy law, including but not limited to: (a) "Personal Information Protection Law of the People's Republic of China" and related regulations; Area, "EEA") data occasions, the "EU General Data Protection Regulation" effective from May 25, 2018; ), (b), (c) other laws identified in the law.
1.18 API (Application Programming Interface) refers to the application programming interface provided by TopOm for Partner to help Partner products access TopOn's services.
1.19 Interface refers to any API, SDK, H5 code or other interfaces or technical means used to display advertisements.
1.20 SDK (Software Development Kit) refers to the software development kit provided by TopOn.
1.21 Revenue refers to the total income obtained by the Partner from the services provided by TopOn in this Agreement, and the income is based on the data presented by the TopOn platform as the only standard and basis. For the avoidance of ambiguity, the amount of actual income has included the price paid by TopOn for the purchase of advertising space in the product, and the platform promotion fee paid by TopOn for the opportunity to provide this service or for the provision of this service.
1.22 Territory refers to the country or region set by the Partner and identified by the TopOn platform and/or added by the Partner through other technical means of TopOn.
1.23 Intellectual Property Right refers to any and all tangible and intangible rights in the world, now known or hereafter known: (a) rights related to works of authors, including copyright, moral rights and collective work rights; (b) trademarks , service marks and trade names and all similar rights and all related goodwill; (c) trade secret rights; (d) patents, patentable materials, designs, algorithms and other industrial property rights; (e) all other Intellectual and industrial property rights, whether arising by law, contract, license or otherwise; (f) rights of privacy and publicity; and (g) all registrations, applications, renewals, extensions, continuations, right to divide or republish.
1.24 Fraudulent Activities refer to, but not limited to the following examples, actual or attempted: (i) Use, encourage or urge others to use optimization services and/or software to fraudulently exaggerate the number of impressions, clicks or other user behaviors or related user behaviors (ii) conduct or promote actions based on fraudulent or deceptive practices, including the use of deceptive implementation methods, robots or other automated tools, to generate unintentional user behavior, or encourage or promote any illegal user behavior; (iii) mislead users click on an advertisement; (iv) minimize or obstruct the display of any advertisement in any way, or edit, modify, filter or change the order of the information contained in any advertisement; (v) edit site tags, source code, links, pixels, modules, interface or other data provided by TopOn; (vi) give or offer any unauthorized incentives (financial or otherwise) to users, or (vii) use unsolicited emails or inappropriate newsgroup posts to promote advertising; (viii) self-download, install, and register; (ix) force users to download, install, register, or endlessly pop up search result windows on the condition of resource exchange; Cooperation with unconventional means such as search engine cheating.
1.25 Force Majeure Events refer to earthquakes, typhoons, floods or other natural disasters, fires, explosions, actions of government or military authorities, turmoil, riots, wars or other unforeseen and unavoidable major emergencies.
2.1 If you are not a natural person, you guarantee that you are a legally established and operated entity in accordance with laws and regulations, have obtained the necessary business qualifications, and have the right and ability to sign and perform this Agreement. When registering, using and managing your TopOn Ad Mediation Platform account, you provide All materials (including but not limited to registration information, identity qualifications, etc.) are true, legal and valid.
2.2 If your data, information, etc. change, you should immediately modify it through the personal data modification on the TopOn Ad Mediation Platform.
2.3 You should keep your account information properly, use, operate, and manage the TopOn Ad Mediation Platform account correctly and appropriately, and take full legal responsibility for all activities that occur under this account.
2.4 Cooperative Execution
Both parties confirm that the cooperation content stipulated in this Agreement is:
（1）TopOn owns and operates the TopOn platform to help Partner improve the efficiency of advertising monetization and increase revenue from advertising monetization;
（2）The Partner owns or operates a product, which can be promoted internally through its internal advertising space, and Hope to get advertisement invitation from advertisers through TopOn service;
（3）TopOn agrees to provide services to Partner through the TopOn platform;
（4）Both parties agree to cooperate on advertising monetization and related businesses, and take reasonable commercial efforts to provide services to the other party in this Agreement.
（5）TopOn will provide Partner with SDK, API, H5 or other interfaces for the purpose of this Agreement.
3.1 Rights and obligations of Partner
3.1.1 You understand and promise that you will not use any plug-ins, plug-ins, systems or third-party tools that are not authorized or licensed by TopOn to interfere, destroy, modify or otherwise affect the normal operation of the TopOn platform and related services.
3.1.2 You will not use or aim at the TopOn platform and related services to conduct any behavior that endangers the security of the computer network, including but not limited to unauthorized attempts to probe, scan, test the weaknesses of the TopOn platform system or network or other implementations that undermine network security behaviors, as well as other behaviors that violate laws and regulations, this Agreement, the Platform Rules of the TopOn, and infringe upon the legitimate rights and interests of others.
3.1.3 You shall not engage in any fraudulent practices. If you engage in any fraudulent activity as determined by TopOn, TopOn has the option to terminate your account without payment to you. You also shall fully indemnify TopOn for any losses suffered as a result of this fraud.
3.1.4 You promise that your product does not contain any content that may be considered to be related to the following: (i) any content that is illegal or may contribute to violations of applicable laws, regulations, policies, public order and morals in any region, or hinder social stability, Harm public interest or public order, endanger public safety, or harm the national interests of the area where it is placed; (ii) any content that contains or promotes hatred or demeans any concept of race, religion, gender, sexual orientation, or nationality; (iii) any content that promotes guns , bombs and other weapons, or instructions on how to operate any of the above; (iv) any content that contains false, misleading or deceptive statements at the sole discretion of TopOn; (v) contains, promotes, links to Any content that is obscene, obscene, or sexually explicit; (vi) any content (MP3, copyrighted video, or similar content) that infringes any third party intellectual property rights, facilitates or promotes illegal file sharing; content, including but not limited to sexually suggestive content, images containing nudity, dating services, international bridal services, and adult merchandise, unless permitted by applicable law, and the Partner obtains prior written approval from TopOn; (viii) any content that contains or promotes illegal activities including, but not limited to, hacking, communication theft or phishing; (ix) any destruction, harmful interference, covert interception or confiscation of any system, data or personal data (as defined in applicable data protection laws) on any computer Viruses or other computer programming programs; or (x) any content that may cause TopOn's liability or cause TopOn to violate all or part of the requirements of other Internet service providers or to lose services;
3.1.5 You promise not to violate the developer policies of Google Play, App Store or other application stores. If its products are punished or taken off the shelves by the above-mentioned app store due to violation of the policies of the above-mentioned app store, or the Partner’s improper delivery of advertisements under this Agreement, you shall bear the relevant responsibilities.
3.1.6 Partner agrees to abide by all applicable trade, economic and financial laws and regulations before signing the contract and during the performance of the contract, including those issued by the United States, the European Union and relevant member states, the United Kingdom, the United Nations Security Council or any other combine
The laws and regulations administered and enforced by government agencies having jurisdiction over the Author's activities (collectively, "Sanctions"). If the Service Provider becomes a Sanctioned Party, or if TopOn reasonably determines that it is unable to perform its obligations under this Agreement due to a sanctions-related injunction (each a "Sanction Event"), TopOn may immediately terminate this Agreement and shall be entitled to Any payments already incurred will not be paid. The Partner shall release TopOn from all liability and, to the extent permitted by the sanction measures, indemnify TopOn for all costs, expenses, damages and losses arising from the sanctioned event. Partner agrees to allow TopOn to use any information related to Partner, including but not limited to business name, place of incorporation, beneficiaries and/or directors, for sanctions screening purposes. If TopOn reasonably believes that there is a sanction event, TopOn has the right to refuse the Partner's account registration request or terminate the Partner's account. For the avoidance of doubt, TopOn's screening capabilities or actions do not relieve TopOn of any obligation and/or liability hereunder.
3.2 TopOn's rights and obligations
3.2.1 In any case, if the TopOn platform has reason to believe that any of your actions violate or may violate the above agreement, the TopOn platform will take legal measures to pursue your relevant legal responsibilities.
3.2.2 TopOn has the right to revise this Agreement when necessary, including but not limited to adjusting TopOn's service content.
3.2.3 The TopOn platform has the right to transfer part or all of the rights and obligations under this Agreement to the related parties of the TopOn platform after notification. If you do not agree to the transfer of the TopOn platform, you should not continue to use the service or cancel the obtained Serve. If you continue to use the service, you are deemed to accept it.
3.2.4 During the term of this Agreement, TopOn grants the Partner a non-exclusive, non-transferable and non-sublicensable worldwide license to embed the interface into the product. In addition, Customer hereby grants to TopOn a limited, royalty-free, non-transferable, non-exclusive license to use Customer's trademarks, trade names, service marks and domain names and such trademarks, trade names, service marks and Any visual representation of the Domain Name, including company logos, designs, symbols, wordmarks, imagery, colors and palettes, trade dress and characteristics, and any other rights of publicity or proprietary marks owned or used by Customer or its affiliates. In the case that TopOn is the Partner's advertiser, TopOn grants the Partner a non-exclusive, non-transferable, revocable license to reproduce, transmit and distribute TopOn's advertisements based on the content displayed on the TopOn platform.
3.2.5 As an advertising Ad Mediation platform and/or real-time advertising trading platform, TopOn is only a neutral technical service provider, and does not assume responsibility for the compliance of advertisers, DSPs, and DSP customers' advertisements, materials, and other information content. TopOn will do its best commercial efforts to require advertisers, DSPs, DSP clients' advertisements, materials and other information content not to violate the release area and other laws and regulations that should be applicable according to law. If you find that advertisements, materials and other information content may violate the applicable laws and regulations, you should notify TopOn in a timely manner, and TopOn will contact the corresponding advertiser and DSP within a reasonable period and deal with the violation information according to law.
If you actually use the TopOn ADX service, this section "IV. Payment, Taxes and Fees" applies to you. The settlement between you and TopOn will use the agreement in this section.
You have the right to regularly check real earning statistics through the TopOn platform. You agree to accept statistical data collected on the TopOn platform and/or provided by TopOn as an official basis for measuring actual benefits. You further acknowledge that, in some cases, TopOn will need to make adjustments to the displayed statistical data due to fraudulent behavior, statistical errors, abnormal data, third-party tracking specifically agreed upon by the parties, or any violation of this Agreement by you. Both parties agree that TopOn shall not make any payment related to fraudulent behavior (TopOn shall independently determine fraudulent behavior and shall not be liable to you).
4.2.1 TopOn and you agree that the CPM pricing model applies in this Agreement. TopOn will notify you by e-mail of any changes.
4.2.2. You should confirm the actual income statistics after the end of each natural month, and you agree and accept the data of the TopOn platform as the sole settlement basis for this Agreement. You are obliged to provide TopOn with an invoice (or invoice) before payment is made by TopOn. If you fail to provide TopOn with an invoice (or invoice) of the correct amount, TopOn shall not make any payment to you and shall not be deemed to be in breach of this Agreement.
4.2.3. If you choose USD as the settlement currency on the TopOn platform:
(1) If you are a citizen of mainland China or a legal entity legally registered in mainland China, you need to complete the relevant filing procedures for foreign exchange management before applying for payment according to the requirements of the State Administration of Foreign Exchange, so as to ensure that you can receive TopOn. Payments in U.S. dollars. If you fail to complete the relevant filing procedures for foreign exchange management and you cannot receive the payment from TopOn, you will be responsible for it yourself, and TopOn will not be liable for breach of contract.
(2) TopOn shall make payment to you within fifty (50) working days after receipt of your correct and legally valid invoice (or invoice) and confirmation by TopOn. All payments due to you under this Agreement will be paid by wire transfer in US dollars to the bank account registered by you on the TopOn platform or otherwise designated by you in writing.
(3) Taxes. You shall be responsible for any taxes imposed by any competent tax authority (including but not limited to value-added tax, goods and services tax, etc.). TopOn will pay you the actual proceeds in the amount displayed on the TopOn platform, unless the tax authority imposes any withholding tax on any payment due to you under this Agreement, then the payment will be made to you after deducting such withholding, and TopOn shall Pay such withholding taxes to the relevant authorities.
(4) Bank charges. Any fees charged by banks or other institutions in connection with wire transfers shall be borne by each party. like
If SWIFT international remittance is applicable, TopOn will choose the SHA (shared) mode when remitting money to you, that is, TopOn will bear the handling fee charged by the remittance bank, and you will bear the receiving bank and intermediary bank (if any) The handling fee charged.
In order to save the handling fees charged by both banks, if the actual amount of income you apply for settlement is less than one thousand dollars (lowercase $1,000.00), TopOn has the right to combine the amount with the income expenses of the following months for settlement until the actual amount you apply for settlement The total amount of income exceeds the aforementioned threshold; if you insist on requiring TopOn to pay an income fee lower than the aforementioned threshold, TopOn shall pay you the amount, but all the handling fees charged by the banks of both parties and the intermediary bank (if any) shall be borne by you . In addition to the above, if the actual amount of income you apply for settlement is not enough to cover the handling fees charged by the banks of both parties and the intermediary bank (if any), TopOn has the right to combine the amount with the income fees of subsequent months for settlement until you apply The actual benefit of the settlement exceeds the aforementioned threshold.
4.2.4. If you choose RMB as the settlement currency on the TopOn platform:
220.127.116.11. If you are a legal entity legally incorporated in the mainland of the People's Republic of China (for the purpose of this Agreement, the mainland of the People's Republic of China does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
(1) The prices agreed in this Agreement are tax-inclusive prices, including value-added tax and additional taxes and fees. The value-added tax rate is 6%, and the additional tax rate is 0.72%. If the tax rate of the special value-added tax invoice provided by you is inconsistent with the tax rate agreed in this Agreement and is lower than the tax rate agreed in this Agreement, TopOn will pay you after deducting the tax difference caused by the tax rate difference. The bank charges incurred by both TopOn and you shall be borne by both parties.
(2) You should issue a special value-added tax invoice to TopOn according to the following requirements:
Billing items: information service fee;
Invoice type: special value-added tax invoice;
Invoice tax rate: VAT 6%;
Reference exchange rate: the exchange rate published by Bank of China on the day you issue the invoice, "BOC Conversion Price".
4.2.5 After this Agreement takes effect and before the Partner applies to TopOn for revenue settlement through the TopOn platform, the Partner shall
According to TopOn's requirements, provide true, legal and effective relevant personal identity information/legal entity registration information, payment information and all qualification documents that TopOn will require Partner to provide at that time, otherwise TopOn has the right to refuse the settlement and payment of relevant proceeds and will not be liable Liability for any breach of contract. If the above information and qualification documents provided by the Partner to TopOn are inconsistent with the information provided by the Partner when registering on the TopOn platform, or if there is any false, illegal or invalid situation, TopOn has the right to delay payment until the above information and qualification submitted by the Partner The document complies with TopOn's internal review requirements and does not assume any liability for breach of contract.
4.2.6 TopOn has the right to unilaterally determine that the Partner has breached the contract or illegal or illegal operations, and the traffic obtained due to the Partner's breach of contract or illegal or illegal operations shall not be used as billing traffic. If any loss is caused to TopOn due to illegal, regulated, or breach of contract operations by the Partner, TopOn has the right to directly deduct the corresponding expenses from the actual income that should be paid to the Partner now or in the future as compensation. If all the actual income has been paid to the Partner by TopOn, or if the unpaid actual income is not enough to compensate the loss of TopOn, the Partner shall compensate TopOn separately.
4.2.7 If the latest TopOn payment date stipulated in this Agreement is a statutory holiday, the latest payment date will be automatically postponed to the first working day after the statutory holiday.
5.1 During the process of registering an account or using the TopOn Ad Mediation Platform, you may need to fill in some necessary personal information. If there are special provisions in national laws and regulations, you need to fill in your real identity information. If the information you fill in is incomplete or untrue, you will not be able to use relevant software or services or be restricted during use.
5.2 TopOn will use a variety of security technologies and procedures that match the services provided by the TopOn Ad Mediation Platform to establish a sound management system to protect your personal information from unauthorized access, use or disclosure. But you also understand and agree that due to the openness of the Internet and rapid technological updates, TopOn will not be responsible for any leakage of your information due to factors beyond TopOn's control.
5.3 TopOn Ad Mediation Platform will not make public or provide third parties with your registration information and non-public content stored on this website when you use network services, except in the following cases:
(1) Obtain your explicit authorization in advance;
(2) According to relevant laws and regulations;
(3) In accordance with the requirements of relevant government authorities;
(4) The third party agrees to assume the same responsibility for privacy protection as this platform.
5.4 On the premise of not disclosing user privacy information, TopOn Ad Mediation Platform has the right to analyze the entire user database and make commercial use of the user database.
5.5 End User Personal Information Protection
Access/SDK_Policy/TopOn_SDK_Privacy_Policy_CN) is listed as an annex to this Agreement and is an integral part of this Agreement.
5.5.3 You shall adopt organizational measures and technical measures that comply with the law to maintain data and information security during the cooperation process.
You should complete interface docking and debugging according to the developer docking document published by TopOn. All your data retrieval and configuration activities must strictly abide by TopOn's specifications and requirements, subject to the scope of TopOn's written authorization. You promise to strictly abide by the authorized content, only perform obligations within the scope of authorization, and shall not implement behaviors that exceed the scope of authorization or violate the provisions of this Agreement and the original agreement.
6.1 Any text, pictures, graphics, audio and video materials contained in the services provided by TopOn to end users according to the TopOn agreement are protected by copyright, trademark and other property ownership laws. Without the consent of TopOn or relevant obligees, the above materials and Any product of TopOn shall not be directly or indirectly published, played, rewritten or republished for the purpose of playing or publishing by you or provided to any third party, or used for any other commercial purposes.
6.2 Neither party shall in any way reverse engineer, reverse assemble, compile or otherwise attempt to discover the source code of the other party's products and services, and shall not use any party's products, SDKs, SDK interfaces, and related services for for any purpose other than the Service.
6.3 You may not, by accessing the Service, store, transfer, distribute, disseminate, publish or publish any content that violates any applicable laws and regulations, TopOn's policies or guidelines, or violates any other person's rights (especially intellectual property rights), or Restrict and prohibit anyone from obtaining and enjoying the service; you are also not allowed to implement any behavior beyond the authorized scope of TopOn and/or the third-party demand-side platform and ADX platform that TopOn cooperates with.
7.1 Whether during the period of cooperation with TopOn or after the cooperation ceases, one party must be responsible for any non-public information or data (including but not limited to technical information, business secrets, agreement content, data, SDK, SDK interface) that it has learned from the other party. and related services, collectively referred to as "confidential information") are kept strictly confidential, and shall not be disclosed, provided, or divulged to any third party without the prior written consent of the other party.
7.2 Confidential information: refers to any confidential or proprietary information or data related to this Agreement disclosed by the disclosing party or its affiliated companies to the recipient or its representatives, whether it is disclosed before or after the effective date, and no matter in the form of Electronic, oral or written form or by other means to the recipient or its representative. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information shall not include any information for which the recipient provides clear and convincing evidence that: (i) was known to the public at the time of disclosure or became public after disclosure; information known to the recipient, and the recipient or any of its representatives has not violated this Agreement, (ii) the disclosure was previously known to the recipient and was not previously disclosed by the disclosing party or its affiliates or representatives of the disclosing party, ( iii) obtained from a third party who lawfully holds the information and does not violate a duty of confidentiality owed to the disclosing party with respect to the information, or (iv) where the confidential information is not used, by or for the recipient or It represents independent development.
8.1 If any party affects its performance of this Agreement due to a force majeure event, it shall not be considered as a breach of contract, but the affected party shall promptly notify the other party and use its commercially reasonable best efforts to mitigate or remedy the negative effects of such force majeure event on the performance of this Agreement. Under this Agreement, "force majeure event" refers to: (1) natural force majeure, lightning strikes, earthquakes, floods, droughts, storms, storms and blizzards, mudslides, water erosion, explosions and fires, epidemics and other natural disasters; ( 2) Acts of Government, Acts of War, Acts of Public Enemy, Terrorism, Riots, Riots, and Strikes.
8.2 You understand and agree: In order to provide you with better services, TopOn and its affiliates have the right to overhaul, maintain, and upgrade the TopOn Ad Mediation platform and related equipment on a regular or irregular basis, and such situations may affect related services. If it is interrupted or terminated within a reasonable time, and if it causes losses to you, you agree to waive the responsibility of pursuing TopOn and its affiliated companies.
8.3 You understand and agree: TopOn services are provided according to the status quo that the existing technology and conditions can achieve. TopOn will do its best to provide services to you and try to provide consistent and secure services; however, it cannot guarantee that the services are flawless, nor can it foresee and prevent legal, technical and other risks at any time, including but not limited to force majeure, viruses, Service interruption, data loss, and other losses and risks that may be caused by Trojan horses, hacker attacks, system instability, system vulnerabilities, system failures, third-party service defects, and government actions.
9.1 If the Partner commits fraudulent cheating or other breaches of contract, resulting in TopOn’s commercial purpose being unable to be realized, it will be deemed as a substantial breach of contract by the Partner, and TopOn has the right to unilaterally terminate this Agreement, and require the Partner to pay 3 months before the breach occurs. The Partner shall pay TopOn liquidated damages based on the accumulated actual income of the Partner. If the liquidated damages cannot make up for the loss suffered by TopOn, the Partner shall continue to compensate TopOn for all losses.
9.2 Unless otherwise specified in this Agreement, the Partner agrees to indemnify TopOn and its affiliates and their respective managers, Directors, shareholders, employees, agents and other representatives, defend and hold harmless from any unresolved, threatening, resolved or mediated third party claims, obligations, demands, judgments or causes of action, and any costs and expenses (including reasonable attorneys' fees, arbitration fees and costs, collectively, the "Claim") related to: (i) its representations, warranties, obligations or limitations under this Agreement; (ii) any breach by the Partner or its representatives of any applicable required by law or without notifying TopOn of any applicable law (including, without limitation, any data protection law); or (iii) Partner or its affiliates or any of their respective directors, officers, employees, contractors, agents or other representatives any gross negligence or willful misconduct.
9.3 TopOn agrees to indemnify the Client and its affiliates and their respective officers, directors, shareholders, employees, agents and other representatives, to defend and hold harmless from any claim arising out of: (a) TopOn's breach of this Agreement; or (d) TopOn or its affiliates or any of their respective directors, officers, employees,
Any gross negligence or willful misconduct of contractors, agents or other representatives.
9.4 Upon claiming compensation under this Agreement, the Indemnified Party shall immediately provide the Indemnified Party with written notice of any claim that the Indemnified Party deems to fall within the scope of the above clauses. The Indemnified Party may, at its option and at its own expense, assist in the defense, but the Indemnified Party shall control such defense and all negotiations related to the settlement of such claim, and shall not, without the written consent of the Indemnified Party, The non-monetary form of the settlement shall not be final.
If you have one of the following violations, TopOn has the right to suspend or terminate the cooperation, unilaterally cancel the TopOn agreement and close your account authority, and require you to take full responsibility and compensate for all losses:
10.1 Your product or your use of TopOn services violates laws and regulations, policy regulations, industry norms, this Agreement, etc.;
10.2 Your products or your use of TopOn services cause TopOn to be subject to third-party complaints, reports, and lawsuits (including but not limited to third parties filing lawsuits against TopOn in the form of complaints, letters, media reports, etc., reporting to relevant competent authorities, etc. ), or expose TopOn to the review or inquiry of relevant competent authorities, or TopOn has reason to believe that you or your products are or may cause TopOn to bear risks such as violations of laws and regulations, complaints, lawsuits, and negative impacts;
10.3 In violation of the confidentiality requirements of this Agreement and/or the end user's personal information protection requirements, transfer, copy, disseminate, transfer, license or disclose, allow, Provide for others to use, or engage in any other commercial or business activities other than the purpose of this Agreement;
10.4 Neither party shall be liable to the other party or any third party claimant for any indirect, special, punitive, consequential or incidental damages, including lost profits arising out of or in connection with this Agreement, howsoever arising, REGARDLESS OF ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EVEN IF THIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, TopOn shall be fully liable for any loss of the Partner or any third-party claimant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount actually paid by TopOn within three (3) months of the claim.
This Agreement, and any dispute, controversy or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or its formation, shall be governed by and governed by Here is an explanation:
11.1 The laws of the People's Republic of China, if your domicile is located in the territory of the People's Republic of China (for the purpose of this Agreement, the mainland of the People's Republic of China does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region). The entity may be a citizen of the People's Republic of China. Any dispute arising from or related to this Agreement will be resolved through friendly negotiation between the two parties. If the negotiation fails, either party has the right to sue in the people's court with jurisdiction in the place where this Agreement is signed (Tianhe District, Guangzhou City).
11.2 Singapore law, if your domicile is outside the People's Republic of China, the dispute will be submitted to the Singapore International Arbitration Center (SIAC) for arbitration in accordance with its effective rules. The place of arbitration shall be Hong Kong. The arbitration procedure shall be conducted in English; the number of arbitrators shall be three, and the arbitration award shall be final and binding on both parties.
12.1 TopOn may send you various rules, notices, reminders and other information related to this service through web announcements and web prompts. Once such information is published or sent by TopOn in any of the aforementioned ways, it is deemed that you have accepted it. and agrees to be binding on you. If you do not accept it, please stop using this service, otherwise it is deemed that you have accepted and agreed.
13.1 This Agreement becomes effective after you click to agree online, and your use of this service is deemed that you have read and agreed to be bound by this Agreement. Except for the cancellation or termination circumstances stipulated in this Agreement or the statutory reasons for termination or termination, this Agreement will be valid for a long time. During the performance of this Agreement, TopOn has the right to unilaterally decide to terminate this Agreement at any time according to changes in the operation of the platform without taking any responsibility.
13.2 These terms (subject to the revised version from time to time) constitute the entire agreement between the parties on the content of this document, and replace all previous written or oral agreements between the parties on the relevant content. No waiver by TopOn of any breach or failure to comply with these Terms shall be deemed a waiver of any prior or subsequent breach or failure to comply with these Terms.
This Non-Disclosure Agreement ("NDA") is an attachment to the service agreement between TopOn. If there is any conflict between the provisions of the TopOn service agreement and the provisions of this NDA, both parties agree that the provisions of this NDA shall prevail.
WHEREAS, TopOn and the Partner mutually need to disclose certain information to each other and receive certain information from each other, which should be regarded as confidential and/or fully owned property of each party; and, both parties agree to comply with the The terms of receipt of this Confidential Information, therefore, taking into account the foregoing premises contained in the Agreement, and the mutual commitments contained herein, and to make them legally binding, the parties mutually agree as follows:
1.1. Confidential information refers to any confidential information related to the intellectual property rights and business practices of the parties to the agreement, no matter whether it is implemented in written words or other tangible expressions, and the information provider enjoys full ownership of confidential information. Confidential information includes but is not limited to the following scope: (1) research and development, invention, improvement, method steps, know-how, technical specifications, samples, record annotations, patent rights, copyrights, trademarks, trade names, trade secrets and patents, Information related to the application of trademarks and copyrights; (2) business plans, financial information, computer hardware or software, information systems, source codes, products, services, costs, sources of supply, strategic plans, advertisements, marketing plans, customer lists, sales , profit, pricing method, project plan, staff and business relationship; (3) the customer information provided by one party to the agreement to fulfill the service needs of the other party; (4) any data information displayed on the TopOn platform or provided by TopOn.
1.2. Confidential information does not include the following information:
(1) Information that the information receiver already knows before the information provider discloses the information to the information receiver;
(2) Information that has been used or widely used by the public without the recipient party breaching the agreement;
(3) Information that is not subject to confidentiality restrictions that is legitimately obtained or received by the information recipient from a third party;
(4) Information obtained through independent research and development by the information recipient without violating the agreement; or
(5) Information disclosed in compliance with court orders or legal requirements. If the recipient of the information is under a statutory obligation to disclose confidential information, the recipient of the information shall promptly notify the provider of such court order or legal requirement before disclosing the information and give the provider a reasonable opportunity to seek a protective order or other appropriate relief . If the provider of the information is unable to obtain a protective order protecting the information or other appropriate relief related to the disclosure of the confidential information, the recipient of the information may only disclose that portion of the confidential information that is necessary to comply with legal requirements.
In order to achieve the cooperation purpose agreed upon in the agreement signed between our company and TopOn, we will provide TopOn with relevant personal information and data (“this cooperation”) of [TopOn Ad Mediation SDK and TopOn ADX Cooperation]. The acquisition, sharing, processing and protection of data and other related matters make the following commitments to TopOn. This commitment letter will come into effect on the date when I check and agree, and it will not be invalid due to the agreement signed by you and us and this cooperation. Suspension, termination, rescission and termination or loss of effect. If our company's domicile is located within the territory of the People's Republic of China, this commitment is made to Guangzhou Taku Information Technology Co., Ltd.; if our company's domicile is located outside the People's Republic of China, this commitment is made to TOPON PTE. LTD..
We undertake to abide by all laws, administrative regulations, national standards and other applicable codes of conduct applicable to personal information and data protection, including but not limited to "Data Security Law of the People's Republic of China", "Personal Information Protection Law of the People's Republic of China", etc.;
If requested by TopOn, we undertake to enter into any further personal information and data protection agreements, including any applicable data transfer agreements, or take any other steps requested by TopOn to meet compliance requirements.
The content and purpose of this cooperation, the performance of the master agreement by both parties, and our collection, use, processing, sharing, and transfer of relevant personal information will not violate laws, administrative regulations, relevant national standards, or the purpose agreed by both parties. Damage the interests of TopOn, TopOn's affiliates, and relevant personal information subjects, and will not exceed the relevant personal information subjects. Regarding the content of this cooperation, the collection, use, processing, sharing, and transfer of their personal information have been submitted to us. and the scope authorized and agreed by any other relevant parties; we guarantee that the source of relevant personal information complies with the provisions of laws, regulations and relevant national standards;
We promise that the relevant personal information and data provided to TopOn will not exceed the necessary storage period for us to obtain such information and data, or provide relevant services based on such information and data. and the processing of such information and data does not exceed the above-mentioned period;
We promise not to steal or obtain personal information in other illegal ways, not to illegally sell or illegally provide personal information to others, and not to disclose, tamper with, or damage the collected personal information;
We promise not to collect personal information that has nothing to do with our business and this cooperation, and promise to store relevant personal information in accordance with laws, administrative regulations, and relevant national standards;
For any data and information related to the subject of personal information (if any) that we have learned from TopOn to complete this cooperation, we will comply with the requirements of relevant laws, administrative regulations, and national standards, and in accordance with the requirements of the main contract. Use and process such information within the scope of the purpose, and at the same time adopt de-identification processing and other methods to protect it. Our company promises not to use such information to identify the relevant personal information subjects beyond the scope of legal contracts and harm TopOn. Use and processing by related parties that may cause any adverse effects;
We promise to undertake confidentiality obligations for any information and data (if any) about TopOn and its affiliates’ business, products, personnel, data, etc. that we have learned during this cooperation process, and take all reasonable and not less than our obligations. The measures taken by the party to our similar confidential information fulfill the confidentiality obligation to prevent theft, disclosure and unauthorized use of such information.
We promise that if we violate this letter of commitment, regardless of intentional or negligent, we shall immediately stop the infringement, and take all necessary measures to prevent the spread or further infringement of the relevant user's personal information and data, and do our best Possibility to eliminate adverse effects.
We promise that if we violate this commitment letter, TopOn has the right to immediately terminate the master agreement and terminate this cooperation. For any losses caused to users, TopOn or TopOn's related parties due to our violation of this commitment letter, we will Party shall compensate for all the losses suffered by the aforementioned entities.
We promise that we shall be responsible for responding to any claims, lawsuits, arbitrations, etc. against TopOn or your affiliates caused by our violation of this commitment letter, and defend TopOn and your affiliates , or cooperate with the defense at the request of TopOn or TopOn's related parties to ensure that the interests of TopOn and TopOn's related parties are not damaged.
If the personal information and data involved in this letter of commitment also belong to the "confidential information" or equivalent terms and expressions defined in any other agreement signed between us and TopOn, if we violate the relevant behavior of this letter of commitment, we will also If it causes us to bear the liability for breach of contract stipulated in the above-mentioned other agreements, we agree that the liability for breach of contract stipulated in this commitment letter can be applied in parallel with the liability for breach of contract stipulated in the above-mentioned other agreements.
TopOn SDK License Agreement
This "TopOn SDK Authorization Agreement" (hereinafter referred to as "License Agreement") serves as an offline or online "TopOn User Service Agreement" (hereinafter referred to as "Cooperation Agreement") signed between you (hereinafter referred to as "partner") and TopOn ) and constitute an integral part of the Cooperation Agreement. This SDK authorization agreement takes effect from the effective date of the cooperation agreement, and will continue until the cooperation agreement is terminated. If there is any inconsistency or conflict between the SDK licensing agreement and the cooperation agreement, and it is related to SDK licensing, this SDK licensing agreement shall prevail. Terms in quotation marks and terms not defined in this SDK License Agreement shall be consistent with the meanings stipulated in the cooperation agreement and/or relevant laws and regulations.
This License Agreement binds you to the TopOn software development kit and any version updated from time to time (TopOn SDK, the download link provided by TopOn shall prevail, for the avoidance of doubt, unless otherwise specified, the SDK in this License Agreement refers to TopOn SDK) All or part of your access and use (including your access and use before or after agreeing to this SDK License Agreement). By downloading, accessing or using the SDK, you agree to the terms of this License Agreement and the cooperation agreement. If you use the SDK on behalf of an entity, you represent and warrant that you have sufficient legal authority to bind the entity to this License Agreement and the Cooperation Agreement, and that you accept this License Agreement and the Cooperation Agreement or download, access or use the SDK, are made on behalf of that entity, and all references to "you" or "your" in this License Agreement refer to that entity. If you do not agree to all the terms of this License Agreement and the Cooperation Agreement, please do not download, access or use the SDK, and do not access or use any TopOn services agreed in the Cooperation Agreement ("TopOn Services").
Subject to your compliance with this License Agreement and the Cooperation Agreement, TopOn hereby grants you a limited, worldwide, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to This SDK authorization agreement and cooperation agreement, and only use the SDK for the purpose of using TopOn services ("permitted purpose").
2.1. You may not use the SDK where prohibited by law. Except for the express written permission of TopOn, you shall not directly or indirectly (or assist or allow a third party) (1) distribute, sell, sublicense, rent, lend, lease or transfer the SDK to any third party; (2) use the SDK to create or help to create any products or services that have any competition with any service provided by TopOn, including any third-party ad server connected to any other supplier platform or using the SDK; (3) combine the SDK with other software to limit, Block, evade, damage, affect the functions of the SDK or charge for access to the SDK; (4) copy, decompile, modify, reverse engineer, decompile, disassemble, disassemble, translate, adapt or create derivative works of the SDK ( including the runtime component and any other portion thereof); (5) use the SDK to develop any software to upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy or limit any software or hardware functions, or violate any applicable laws or regulations; (6) use the SDK in any way that will damage the interests or reputation of TopOn.
2.2. You shall not declare to the public or any of your business partners that any of your SDK products are certified by TopOn or otherwise endorsed or guaranteed.
2.3. Nothing in this License Agreement shall restrict or limit TopOn's right to make infringement or other intellectual property rights claims against you.
3.2.TopOn may provide report data, including revenue data, number of impressions, ad serving, and ad response data related to ad display sent through the SDK (“Report Data”). In accordance with the terms of this License Agreement, the cooperation agreement, and all applicable laws, regulations and rules (including applicable privacy and data protection laws), you promise and agree that you will only access and use the TopOn service for internal business purposes Reporting Data, you also agree that you will not, and will not allow any third party to (i) intercept or obtain any Reporting Data, including the value of advertisements or impressions, in order to circumvent or compete with the TopOn Services; (ii) intercept or obtain any revenue data, including determining the value of an ad or an impression before it is presented, using such information, directly or indirectly, to dynamically, programmatically, or otherwise choose whether to assign an impression to TopOn; (iii) access or use any Report Data for other purposes not expressly authorized by this License Agreement; (iv) reverse engineer, decompile, triangulate or modify any Report Data to obtain, determine or infer any information beyond the data fields provided through the SDK, including TopOn’s confidential information, pricing information and the identity information of any TopOn’s partners not included in the TopOn report; or (v) without legal consent or beyond the scope authorized by the end user’s consent, any report data with personally identifiable Identifiers are combined, mixed, associated, united or consolidated, except as permitted by applicable law or regulation.
TopOn owns and reserves all right, title and interest in and to the SDK, including but not limited to all copyrights and other intellectual property rights therein. TopOn reserves all rights to the SDK not expressly listed in this License Agreement. Nothing in this License Agreement gives you the right to use any trade names, trademarks, service marks, logos or other distinctive brand features and other intellectual property rights of TopOn and its affiliates.
If TopOn provides any upgrades, patches, enhancements or fixes to the SDK (“Updates”), such Updates will become part of the SDK and be governed by this License Agreement. TopOn may make any changes to the SDK at any time, including permanently or temporarily ceasing to provide any functions in the SDK.
You agree to defend, indemnify, and hold TopOn and any of its directors, officers, employees, affiliates, and agents harmless from and against all claims, losses, damages, liabilities, and other expenses arising from your use of the SDK or violation of this License Agreement (including attorneys' fees, arbitration or litigation costs).
Notwithstanding anything to the contrary in this License Agreement or any other agreement or document, if you breach this License Agreement, TopOn shall have the right to cancel the cooperation or withdraw any advice, quotation or transaction to you, and immediately terminate any agreement between TopOn and you, without notifying you.
TopOn provides the SDK "as is" without warranty of any kind, and except as otherwise expressly stated in this License Agreement, TopOn hereby disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, performance, accuracy, reliability warranties of performance, availability, compatibility, and non-infringement. Your use of the SDK and any data (including reporting data) or material downloaded or otherwise obtained through use of the SDK is at your own discretion and risk, and you are solely responsible for shall be solely responsible for any damage to computer systems or other equipment or for loss of data, lost profits, or lost revenue.
To the maximum extent permitted by applicable laws, TopOn and/or its affiliates shall be liable for any damages (including but not limited to loss of commercial profits, loss of business interruption, loss of business information or other economic losses) arising from the use or inability to use the SDK loss) shall not be liable, even if TopOn or such party has been advised of the possibility of such damage. Without affecting this section, the limitations of liability in the partnership agreement still apply to you and TopOn.
As long as you use the SDK or TopOn services, this License Agreement will continue to be valid. TopOn has the right to terminate this License Agreement immediately if you violate any terms of this License Agreement. Upon termination of the Agreement, you agree to destroy all copies of the SDK and any Reporting Data in your possession or control. The confidentiality, indemnity, disclaimers, limitations of liability and general provisions set forth in this License Agreement will survive termination of this License Agreement.
10.1. You may not assign any part of this License Agreement to any third party.
10.2. this License Agreement constitutes the complete agreement reached by both parties on this authorization and is a supplement to the cooperation agreement. If the cooperation agreement is invalid or unenforceable, this License Agreement is still valid and binding on you and TopOn. If any provision of this License Agreement is held to be unenforceable for any reason, that provision shall be modified only to the extent necessary to make it enforceable. In the event of any conflict between this License Agreement and any other agreement governing your use of the SDK, the terms of this License Agreement shall control. For any issues not mentioned in this License Agreement, the cooperation agreement still applies. As used herein, the term "comprising" means "including but not limited to".
10.3. The applicable laws and dispute resolution methods stipulated in the Cooperation Agreement shall apply to this License Agreement.