UC Union Promotional Electronic Agreement

Attention: UC Union Promotional Online Agreement is updated, please kindly check the terms and click Agree to continue.


UCWeb Service Agreement


Thanks for your interest in UCWeb services.

By applying for UCWeb account, you agree UCWeb Service Agreement (the “Agreement”) to use UC Union service as a publisher and/or use 9Apps service as a content provider. Please read below terms and conditions carefully before you use our service.

UCWeb reserves the right to amend the Terms and conditions at any time, and it is your responsibility to review the Terms and conditions for any changes. You use of the Services will signify the assent to and acceptance of the revised Terms and/or revised conditions.

“we,” “us” or “UCWeb” means UCWeb, and the “parties” means you and UCWeb.

Definitions

For the purposes of this Agreement, the following terms will have the indicated meanings:

UCWeb account: means an account you have to obtain from UCWeb for using UCWeb service. You shall submit an application to obtain an UCWeb account; we may or may not accept the application without assigning any reason thereof. If you are an individual, you represent that you are at least 18 years of age.

UCWeb service: includes an online advertising network service via UC Union and an application store service via 9Apps.

UC Union: means a promotion platform operated by UCWeb, which provides Promotional products. Publisher who enrolls in UC Union could chose the Promotional products from UC Union and promote them for value.

Promotional Products: means the application or online service platform (website, wapsite) etc. wholly owned by UCWeb, and/or third party's application or online service platform (website, wapsite) etc. which is licensed to UCWeb to promote via UC Union.

Advertiser: means the owner of the Promotional Products.

Publisher: means the individual or entities who promote the Promotional Products on their own Publisher’s Platforms.

Publisher’s Platforms: means the websites, mobile applications, media players, mobile content, and/or other Promotional Platforms owned by or authorized to publisher, and approved by UCWeb for promoting Promotional Product.

9Apps: means an application store owned and operated by UCWeb.

Content ProviderMeans the individual or entities who provide their apps to 9apps, and grants 9apps for marketing or distribution or operation.

Disclosing Party: means the party to this Agreement disclosing Confidential Information;

Receiving Party: means the party to this Agreement to whom Confidential Information is disclosed;

Confidential Information: means any and all information and know-how that either party may from time to time disclose to each other, whether orally, in writing or digitally, which relates to the business and technology of either party or its Affiliates, including but not limited to any of its products, data, know-how, product roadmaps, designs, illustrations, drawings, photographs, notes, memoranda, financial information, financial projections, financial records, marketing information, spreadsheets and computer software ;

Intellectual Property Rights: means rights, title and interest to and in any discovery, development, invention, patent, including application for the grant of such right, improvement, design (whether registered or unregistered), process, formula, method, database, information, drawing, code, computer program, copyright work or any work of authorship (present and future), semiconductor or other topography, trade mark (whether registered or unregistered) or trade name or get-up/trade address.

Part One: Online Advertising Network Service

When using online advertising network service via UC Union, the below terms and conditions will apply on you.

1. Implementation of the promotion

1.1 By enrolling in UC Union, you could get the promotion materials of Promotional Products from UC Union, and promote them through your Publisher’s Platforms. In addition, you grant UCWeb the right to access, index and cache the Publisher’s Platforms, or any portion thereof, including by automated means.

1.2 UCWeb reserves the right to select the Publisher’s Platform at its sole discretion and may refuse you permission to promote the Promotional Products on your certain Publisher’s Platforms.

2. Statistics and Reporting

2.1 UCWeb agrees to provide you access to UCWeb’s online reporting system to show your promotion data. The payment will be based on UCWeb’s online reporting system.

2.2 All the price offered by UCWeb will display at UCWeb’s dashboard. You may access its account to check. You hereby agree to follow UCWeb’s dashboard statistics and issue invoices accordingly. UCWeb will pay to you according to the price display at Publisher’s account.

2.3 UCWeb will display your earning daily. Please note that all the earning display at your dashboard is approximate value, which is not the final payment. In the event of an error in payments made to You as determined by UCWeb, whether as a result of inaccurate information provided by a third party or otherwise, UCWeb shall allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to You.

3. Payment

3.1 UCWeb will pay the payment by telegraphic transfer. The payment charges, included but not limited to bank fee is individually paid by both parties

3.2 Accounting cycle: From 26th each month to 25th of the following month

3.3 Payment will be made by UCWeb at the end of each calendar month after the Net Revenue collected by UCWeb from applicable advertisers. The Net Revenue percentage and /or the unit price paid to you shall be determined by UCWeb and may be varied in its reasonable discretion from time to time. For individual publisher, payment will be delivered within 15 working days after 25th every month. For an entity publisher, payment will be delivered after 30 working days of each account cycle. The following situation may cause delay payment: a) incorrect bank account information; b) delayed invoice, c) cheating or misrepresentation.

3.4 Minimum payment:

$10 USD for Payoneer and Webmoney

$10 USD for bank transfer (IND).

$100 USD for bank transfer (USD) *company partners should choose this payment

If your earnings don't meet the minimum payment, it will be accumulated to your earnings of the following months.

3.5: Change your payment information: you may change your payment information as needed only from 16th to 25th each calendar month.

3.6 UCWeb reserves the right to discontinue and/ or withhold payment at any time, and/or terminate any agreement with You without liability, if UCWeb reasonably suspects that any of the following have occurred on the Your promotions and /or platforms: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable law or is reasonably likely to have a negative commercial impact on UCWeb, its advertisers or business partners. Without limitation to the foregoing, UCWeb may, at its sole discretion, credit back to advertisers and/or offset against future payments to you any payments which it subsequently determines accrued as a result of such fraudulent activity or illegal activity.

3.7 Others:

3.7.1 In order to deliver the payment successfully, please make sure your account information is completely correct, especially your online payment account. If you are a legal entity, you shall make sure the bank account name you provide is the same with the company name you filled in the UC Union system. You are responsible for all the delayed payment and/or payment error due to the incorrect account information.

3.7.2 In addition to our other rights and remedies, we may require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld, you shall notify UCWeb in writing within 30 days of any such payment. Any claim relating to the disputed payment shall stand waived by you beyond the notification period. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

4. Taxes

You are responsible for all taxes (if any), including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, associated with the Services, other than taxes based on UCWeb’s net income. All payments to you from UCWeb in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

5. Compliance Obligations and Promotion Policy

5.1 Compliance Obligations

5.1.1 Publisher’s Platforms are wholly-owned by you or that you are licensed to use on a fully paid-up basis or are otherwise permitted to use in a manner that will not require the payment of any fees, royalties or other amounts by UCWeb to you or any third party.

5.1.2 Publisher’s Platforms must not contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that are illegal or objectionable (for example, materials that may be considered obscene, pornographic or defamatory).

5.1.3 Publisher’s Platforms do not and will not violate, misappropriate, or infringe any copyright, patent, design, trademark, trade secret, privacy or publicity rights, or any proprietary, Intellectual Property Rights or other legal right of UCWeb and any third party. You should be solely responsible for the Publisher Platform and you agree and acknowledge that UCWeb has no responsibility or liability relating to such Publisher Platform.

5.1.4 The content published on Publisher’s Platforms complies with applicable laws. Publisher’s platforms will not contain any language or material that is discriminating, obscene, racist, libelous or defamatory.

5.2 Promotion Policy

By enrolling in UC Union, you warrant the following:

5.2.1 Publisher’s platforms do not and will not harm the users' benefit by any means.

5.2.2 Publisher does not and will not promote the Promotional Products with billing code, and debits plug-in.

5.2.3 Publisher does not and will not use the site link redirection method to promote Product, including but not limited to redirecting publisher website's home page to another site, or to an adult site, or even to the promotion link of Publisher.

5.2.4 Publisher does not and will not upload the Promotional Products to a mobile app store with obscene descriptions and images.

5.2.5 Publisher’s platforms do not and will not have non-original contents, if the site is full of top list links or its Promotional Products promotion links, then UCWeb could refuse to return traffic or pay to this site.

5.3 No Cheating

Publisher does not and will not use the PROHIBITED METHOD (click here to find the PROHIBITED METHOD in UC Union “No Cheating “Rules) to promote Promotional Products.

5.4 Online Platforms Requirement
Publisher shall ONLY promote Product through online platforms (including websites and APPs), in the event that Publisher promotes Product by using offline channel (including but not limited to preload), UCWeb has the right to reject to pay the promotion fee of the current settlement period.

5.5 High-Quality Promotions

Publisher hereby agrees and acknowledges that: 
(a) it shall ensure high-quality promotions, and UCWeb has the right to inform Publisher the low-quality promotions from notification by Advertisers in a written notice via E-mail; 
(b) upon receipt of written notice from UCWeb, Publisher shall improve the low-quality promotion within the time limit set forth in such written notice, otherwise, the low-quality promotion shall not be paid; 
(c) it shall conduct promotion activities in accordance with Advertiser's quality standard, and such standard and time limit, as confidential information for the Advertiser, shall be interpreted solely on discretion of the Advertiser; 
(d) in the circumstances that UCWeb takes orders from a third party Advertiser (such Advertiser places orders on UC Union, and UCWeb provides advertising services to the Advertiser), UCWeb undertakes no liability with the relevant matter of the advertising standard set forth by the third party Advertiser.

5.6 No-malicious Promotion Rules

5.6.1 Publisher shall not use any misleading or malicious advertising methods to procure new users when promoting UC Union Product(s) (“Malicious Methods”), including but not limited to:

a)    use of slogan inconsistent with the Product functions, including, without limitation, using advertising materials of other products in order to attractthe users;

b)    use of inductive slogan, including but not limited to alleging non-existed cashrebates to users when installing UC Union Product(s);

c)    use of any advertising material (such as image, word, etc.) that is against public order and good custom in the territory where the campaign is implemented,including but not limited to using pornographic advertising material;

d)    smearing any of the competitor’s product(s) to deceive users to use UC Union’s products,such as by claiming any virus existing on any of the competitor’s product(s);

e)    distributing UC Union’s Products on any of the illegal website/wapsite/applications, such as pornographic website;

f)     any other promotion method that might result in misleading or malicious effect.

5.6.2 In the event of discovery of a Malicious Promotion, UC Union is entitled to (i) stop the payment settlement, or repayment of the payment made for the part of such Malicious Promotion; (ii) compensation amounting to USD [100,000]; (iii) further recovery if the compensation under item (ii) could not cover the loss suffered by UC Union, including but not limited to loss of UC Union’s good will, loss of users of UC Union Product(s), removal of UC Union Product(s) from Google Play or Apple Store (asstated below), and any other loss as a result of your Malicious Promotion; (iv) require you to CLARIFY the facts for elimination of the negative impact shedupon UC Union; and (v) resort to any other legal measures if necessary.

5.6.3 In theevent that Partner’s Malicious Promotion causes the result that Google Play or Apple Store takes down UC Products or terminates the distribution of UC Products, Partner shall be obliged to compensate UC Union for the damage orloss thereby incurred.  The minimum amount of damage or loss shall include the decrease of user number, plus lossof profit, as a result of the taking down or termination of UC Products on Google Play.  UC Union has the right to request Partner to pay pecuniary penalty and to bear all the negative impactsor legal responsibility caused by such cheating promotion, including but notlimited governmental fines, the third-party penalty UC Union hereby bears; and UC Union also has the right to request Partner to eliminate negative effects.  The calculation of the penalty shall be basedon the unit price of the product multiply by the expected total promotion data during the take down period of the related UC Product on Google Play or Apple Store, and such expected total promotion data will be calculated according to the UC Union statistics.

5.7 Restriction ofPromotion by using Brand Keywords

Restrictionto using Keywords in Promotion

5.7.1 Restriction of buying Brand Keywords duringPromotion

Publisher hereby agrees and acknowledges that it shall not buy the Brand Keywords listed in [LIST OF BRAND KEYWORDS_UCWEB], which might be updated from time to time, in the Promotion of UC Product(s) (i.e. UCBrowser, UC News and/or 9APPS) on the platform(s) that allows buying Brand Keywords as Promotion methods, including but not limited to:

(1) Google network, including, without limitation, Google Search, Google Play, Google Adwords;

(2) domestic application store;

(3) domestic search engine;

(4) other promotion platform(s) that might beused as promoting UC Product from time to time in the future.

5.7.2 Using Negative Keywords Mechanism in Google Adwords

Publisher hereby agrees that it will use the Negative Keywords Mehcanism by adding all the negative keywords enumerated in [LIST OF BRAND KEYWORDS_UCWEB] to the Negative Keywords List in its Google Adwords account.

5.7.3 In the event that Publisher conducts Promotionof UC Product(s) by buying Brand Keywords or failing to use the Negative Keywords Mechanism abovementioned, UC Union is entitled to (i) cease cooperation with Publisher in accordance with Article 12.1; or (2) deduct the whole payment of the month(s) when such restrictive acts stipulated under Clause 1 and Clause 2 occur, or retrieve payment already made to Publisher ofthe month(s) when such acts occur. 

5.8 No Promotion within Sanctioned Territories

Member of the group to which a NYSE listed entity belongs as UC Union is, and in accordance with the applicable laws and regulations such listed entity shall subject to, UC Union hereby prohibits Promotion within the Sanctioned Territories listed herein (see: http://img.ucweb.com/s/uae/g/09/www.uc-union.com/Sanctioned%20Territories.pdf) for any reason under this Terms of Use.   Publisher acknowledges that NO PROMOTION will be conducted within the Sanctioned Territories, and agrees that the Promotion price could be set as USD 0.00 by UC Union within the Sanctioned Territories.  If any Promotion within the Sanctioned Territories is discovered by UC Union, UC Union is entitled to (i) terminate this Terms of Use immediately at sole discretion of UC Union by sending a prior written notice to Publisher; (ii) cease the payment settlement, or pursue repayment of the amount paid for the part of the Promotion Service Fee within the Sanctioned Territory; (iii) compensation amounting to USD 100,000; (iv)further recovery if any loss suffered by UC Union, including but not limited to loss of UC Union’s good will, loss of users of UC Union Product(s), removal of UC Union Product(s) from Google Play or Apple Store; (v) require Publisher to CLARIFY the facts for elimination of the negative impact shed upon UC Union; and (vi) resort to any other legal measures if necessary.

6. Changes and Modifications

6.1 Advertisers may change the graphics, text and/or URL contained in the creative banner or other advertising unit (“Creative”) on the UC Union from time to time and UCWeb may inform you after the changing. You shall place such revised Creative in then-current rotation no later than seven (7) business day after receiving such Creative.
6.2 We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.

We may modify the Agreement at any time without any prior notice. We’ll post any modifications to the Agreement on this page. Any modifications will be effective immediately once posted. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.

7. Intellectual Property; Brand Features
7.1. UCWeb Intellectual Property
UCWeb retains sole and exclusive right, title and interest to the UC Union and the Intellectual Property Rights embodied therein.
Subject to the terms and conditions of this Agreement, UCWeb hereby grants to you a non-exclusive, worldwide, royalty-free, revocable license to use the trademarks of UCWeb solely in connection with this service. The use of the trademarks hereunder will not create in you any right, title or interest in or to the trademarks. All goodwill arising from such use of the trademarks will inure solely to the benefit of UCWeb.

7.1.1 To the extent that any aspect of UC Union is found as a matter of law not to be owned by UCWeb as contemplated above, you hereby irrevocably and unconditionally assign to UCWeb without any further consideration, all rights, title and interest in and to such aspect of UC Union for the entire world, in perpetuity and for all mediums or modes, now existing or that may come into existence in future. You agree that such assignment will continue to vest all rights, title and interest in and to UCWeb and will never lapse or cause such rights, title and interest to revert to you in the event that UCWeb does not exercise any or all of the rights so assigned. Further, if applicable, for the rights so assigned you hereby, upon your own volition, waive your moral rights and acknowledge that UCWeb shall have no obligation of naming you as the author of any aspect of UC Union.

7.1.2 You agree that you shall not, at any point in time, make or assert any claim whatsoever to any Intellectual Property Rights of UCWeb in UC Union or otherwise. You further agree that you shall not attempt to register at any point in time any Intellectual Property Rights or other similar rights that may amount to infringement or result in any other violation of the rights, title or interest of UCWeb in any aspect of UC Union.

7.2. THIRD PARTIES INTELLECTUAL PROPERTY

ADVERTISERS RETAIN SOLE AND EXCLUSIVE RIGHT, TITLE AND INTEREST TO THE PROMOTIONAL PRODUCTS, ADVERTISERS GRANT NO OWNERSHIP HEREUNDER TO YOU OR ANY THIRD PARTY OF ANY PORTION OF THE PROMOTIONAL PRODUCTS. YOU RESERVE THE RIGHT TO USE THE CREATIVE DURING THE PROMOTION, AND YOU ALSO RESERVE THE RIGHT TO REJECT CREATIVE IF DEEMED INAPPROPRIATE AND OBJECTIONABLE.

YOU WILL NOT EDIT OR MODIFY THE SUBMITTED ADS IN ANY WAY, INCLUDING, BUT WITHOUT LIMITATION, RESIZING THE AD, WITHOUT UCWEB’S APPROVAL. YOU SHALL USE ALL SUCH ADS IN STRICT COMPLIANCE WITH THESE TERMS AND DONDITIONS AND ANY WRITTEN INSUTRCTIONS PROVIDED BY UCWEB.

ALL CREATIVES PROVIDED ARE COPYRIGHTED MATERIALS AND PROPRIETARY ASSETS OF THEIR RESPECTIVE OWNERS AND SHOULD ONLY BE USED FOR THE SPECIFIC ADVERTISER AND CAMPAIGN DESIGNATED IN THIS CONTRACT.

Part Two: Application Store Service

When using Application store service via 9Apps, the below terms and conditions will apply on you.

1. UCWeb as your agent

1.1. You hereby authorize and instruct UCWeb to act under the terms of this Agreement as Your non-exclusive agent for:

1.1.1. marketing and distributing Your Content to End Users through the 9Apps Store and, as the case may be, any Partner Store(s); and

1.1.2. Providing Your Content to third parties for marketing and distribution in any Third Party Store on a sub-agency, sub-licensing, distribution services and/or other basis.

1.2. You also hereby authorize and instruct UCWeb to:

1.2.1. provide You with hosting services for storage of Your Content and related materials for the purposes of marketing and distributing Your Content to End Users;

1.2.2. market, demonstrate and promote Your Content;

1.2.3. receive and process orders from End Users;

1.2.4. act as Your direct proxy with regard to Your relationships with End Users and/or Third Party Store owners or operators concerning Your Content;

1.2.5. deliver Content to End Users on Your behalf;

1.2.6. perform any other activities reasonably necessary to fulfill its obligations under this Agreement, as determined by UCWeb.

1.3. You hereby grant UCWeb all rights reasonably necessary for UCWeb to fulfill its obligations as agent under this Agreement.

1.4. UCWeb may subcontract third parties (including but not limited to any entity within the UCWeb Group and/or the Processor) to fulfill any part of its obligations under this Agreement (including, but not limited to, such services as payment processing, fee collection, operation of the server, etc.) and assign or sublicense to third parties any part of its rights under this Agreement.

1.5 The business model, payment and the settlement of the cooperated Content shall be prevailed by the agreement concluded by both parties separately.

2. Use of the store

2.1. In order to make use of the Store You must provide UCWeb with the valid profile information including Your email, Your company name, VAT-ID and/or other tax ID, addresses, country of residence, website, order email, user support email, urgent support email (to be used by UCWeb only), and any other information UCWeb may reasonably require (e.g. telephone number, fax number, the name of Your contact person, etc.).

2.2. You must provide Your Content to 9Apps Store together with the following information: the title of Your Content, a full description of Your Content, a short description of Your Content (which may be generated by UCWeb if not provided), instructions, a thumbnail for the catalogue (which may be generated by UCWeb if not provided), images (screenshots), the platform details and other technical requirements, the version (if applicable), the category, the terms of distribution of Content (e.g. whether the Content is provided with a trial period), and keywords, the status of Content (active/non-active), serial numbers (if the serial number generation form is not chosen), builds and their description (title, version, platform, device, language, file formats, compatibility), etc.

2.3. You shall be solely responsible for ensuring and You hereby represent and warrant that the information You provide to UCWeb and to End Users is true, accurate and valid and that Your Content is safe, free of defects in design and operation, and that it complies with any and all applicable laws and regulations.

2.4. Restricted Content. You MAY NOT upload, display and distribute any Content or associated material that violates any of UCWeb’s policies, or that:

2.4.1. disrupts, disables, damages in any way or accesses in an unauthorized manner any Device, software or network or personal data of any End User, UCWeb, any UCWeb partner or any other third party, including but not limited to, content transmitting viruses, worms, malware, spyware;

2.4.2. contains or links to any illegal content, any child pornography, obscenity, nudity, sexual activity, extremist, hatred, violent, discriminatory, defamatory or any other material whose distribution is forbidden or restricted under applicable laws;

2.4.3. processes in an unauthorized manner private and confidential information of individuals;

2.4.4. infringes, or links to any site that infringes, any intellectual property rights, including copyright, trademark, patent, know-how or any other proprietary rights of others;

2.4.5. facilitates online gambling, including but not limited to, online casinos, sports betting and lotteries;

2.4.6. mimics functionality or warnings from an End User’s operating system or other applications;

2.4.7. facilitates, promotes, endorses or otherwise enables distribution of any content outside of the 9Apps Store or a Partner Store (e.g. any other content store or similar content distribution platform), diverts End Users to or provides links to any other content stores or similar content distribution platforms, or provides links to any other site or application that mimics the 9Apps Store or a Partner Store or passes itself off as the 9Apps Store or a Partner Store;

2.4.8. allows, facilitates, promotes, endorses or otherwise enables making or processing payments by the End User from within such Content via any tool or method other than the ones offered and supplied by UCWeb.

2.5. You shall submit Your Content, materials and information to UCWeb in a format and using the delivery methods and tools as prescribed by UCWeb.

2.6. UCWeb may cease displaying, promoting and giving access to Your Content if it is not properly uploaded.

2.7. If Your Content includes any software licensed under an Open Source Initiative Approved License, it must not cause any UCWeb software to become subject to the terms of any such license, which You hereby represent and warrant.

2.8. Content ratings will be used to determine the placement of Your Content on the Store with higher rated Content generally given better placement, subject to UCWeb's right to change placement at UCWeb's sole discretion. End Users who download Your Content will be able to rate it. If Your Content has not received any rating from End Users, UCWeb may rate it at its sole discretion based on its quality and history (e.g. uninstall rates).

3. Intellectual property rights

3.1. You are and shall remain the owner of all right, title and interest in and to Your Content, including all intellectual property rights therein such as, without limitation, copyrights, patents, trademarks and trade secrets. This Agreement does not transfer ownership of any of these rights.

3.2. You hereby grant UCWeb a non-exclusive, worldwide and royalty-free right and license to use Your Content for the purposes of this Agreement, including copying, distribution by electronic means, public display, public performance, communication of the Content to the public and any other means necessary for the performance of UCWeb's obligations under this Agreement.

3.3. You hereby grant UCWeb a non-exclusive, worldwide and royalty-free right and license to use Your trademarks, trade names, service marks, logos and/or other identifying or distinctive marks, as well as images identifying Your Content (icons, etc.), by placing, copying, reproducing publicly displaying and making them available online and on End Users’ Devices in order to perform its obligations under this Agreement, including the distribution of Your Content through the Store, as well as by placing, copying, reproducing and publicly displaying and making them available in UCWeb’s own advertising and promotional materials for the Store (whether online or offline).

3.4. UCWeb may sublicense any of the rights granted to it under this Agreement to any third party that owns and/or operates a Third Party Store for the purposes of this Agreement, provided that:

3.4.1. UCWeb shall (and You hereby authorize and instruct UCWeb to) use its commercially reasonable efforts to provide the sub-licensee with the End User License Agreement and the information related to the Content provided to UCWeb by You.

3.5. Nothing in this Agreement grants You a right to use any of UCWeb’s or its partners’ trademarks, trade names, service marks, logos or other identifying or distinctive marks.

3.6. End User License Agreement. You shall enclose an End User License Agreement in Your Content which covers the terms and conditions of the license granted by You to the End User and governs the use of Your Content by the End User. Where there is no such End User License Agreement enclosed in Your Content, You hereby agree that each End User who downloaded your Content via the Store is automatically granted by You a non-exclusive, non-transferable, worldwide right and license to use Your Content on the End User’s Device, such license being perpetual, unless Your Content is distributed to End Users with limited availability on a trial basis, in which case such license is limited to the trial period only. Under this license, You shall be solely responsible for maintenance and support services, any warranty or product claim in relation to Your Content, any third party intellectual property right infringement claim and for legal compliance. In any case, the End User License Agreement shall be made between You and End User only, UCWeb in no case being a party to any End User License Agreement.

4. Maintenance and support

4.1. Any maintenance and support service in relation to the Content is Your responsibility. You shall be solely responsible for the Content, quality and performance of the Content, correctness and sufficiency of the information You provide to End Users, for any express or implied product warranty, support, maintenance or other obligations related to the Content, for communicating with End Users regarding the Content and for addressing any End User complaints and claims about the Content.

4.2. You agree to provide End Users with support by email or phone, state Your name, address, support email address or phone number at an appropriate place within the Content, and respond to End User related issues pertaining to the Content within five (5) business days.

4.3. Where You become aware of any serious default in Your Content, You shall immediately inform UCWeb about such a default.

4.4. UCWeb has no obligation to provide any maintenance and support to End Users in relation to Your Content. UCWeb may (but is not obliged to) address any complaint of an End User and UCWeb may, in addressing such complaint of an End User and at UCWeb' sole discretion.

5. Privacy

5.1. End User Privacy. You shall be solely responsible for protecting the privacy and legal rights of End Users of Your Content under all applicable laws and regulations, and, as a minimum, You shall do as follows:

5.1.1. If End Users provide You with, or You gather or access End User Information, You must make the End Users aware that certain End User Information will be available to You, and You must provide a legally adequate privacy notice to End Users about it, obtain the End User’s permission to gather and use End User Information and ensure the protection of such End User Information.

5.1.2. You may only use End User Information for the limited purposes for which the End User has given You permission to do so and only as long as it is needed to achieve such purposes, and in no case may the End User Information be used in any manner that would violate Your privacy policy or the privacy policy applicable within the UCWeb Group, which is located at http://www.9apps.com/about/privacy_policy.html.

5.2. UCWeb and/or its partners and/or subcontractors (including but not limited to any entity within the UCWeb Group and/or the Processor) may collect certain statistics from the Store and End Users’ Devices, including but not limited to, information on how the Store and Devices are being used. The information collected is examined in the aggregate to make improvements to the Stores and is subject to the privacy policy applicable within the UCWeb Group, which is located at  http://www.9apps.com/about/privacy_policy.html
UCWeb may, at its sole discretion, provide limited aggregate information to You for You to be able to improve Your Content.

5.3. If UCWeb subcontracts third parties (including but not limited to any entity within the UCWeb Group and/or the Processor) to fulfill its obligations under this Agreement, some of the data provided by You to UCWeb according to this Agreement might need to be transferred or disclosed to such third parties for that purpose.

6. Content removal

6.1. Content Removal by You

6.1.1. You may remove Your Content from future distribution through the Store at any time, provided that the removal of Your Content shall not:

a) affect the license rights of End Users who have previously licensed Your Content; or

b) lead to removal of Your Content from Devices or from any part of the Store where previously licensed Content is stored on behalf of End Users; or

c) change Your obligation to deliver or support Your Content or services that have been previously licensed or purchased by End Users.

6.1.2. If You remove Your Content from the Store as a result of an allegation of a certain wrongdoing that constitutes a violation of this Agreement, You shall immediately notify UCWeb about it and, if UCWeb instructs You so, charge back to the affected End User who licensed such Content for fee..

6.1.3. Notwithstanding the foregoing, in no event will UCWeb maintain anywhere in the Store(s) any Content if You have removed such Content from the Store(s) and if either (a) You have provided written notice thereof to UCWeb or (b) UCWeb otherwise becomes aware that such removal was due to any actual or alleged violation of this Agreement.

6.2. Content Removal by UCWeb

6.2.1. UCWeb may block or remove Your Content from the Store, if UCWeb is notified by You or otherwise becomes aware or determines at its sole discretion that Your Content or any portion thereof or any related materials:

a) are in violation of Sections 3 — 6 of this Agreement; or

b) violates UCWeb's policies or policies applicable within the UCWeb Group as set forth by UCWeb or the respective entity within the UCWeb Group and may be amended by UCWeb or the respective entity within the UCWeb Group from time to time;

c) has a serious default, is of low quality, or (in the opinion of UCWeb) creates excessive uninstallations;

d) may create liability for UCWeb, any entity within the UCWeb Group, the Processor, and/or any of their contractors or partners.

6.2.2. UCWeb reserves the right, at its sole discretion, to suspend and/or remove Your Content or any associated material from the Store, as well as to bar You from the Store by suspending and/or deactivating Your UCWeb account.

6.2.3. UCWeb reserves the right to remove Your Content if it is in violation of the terms of service of Device manufacturers, mobile network operators and/or other partners with whom UCWeb has entered agreements to place the 9Apps Store (or, as the case may be, Partner Store) software on Devices.

7. REPRESENTATIONS AND WARRANTIES

7.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE STORE IS AT YOUR SOLE RISK AND THAT THE STORE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

7.2. UCWEB SHALL NOT HAVE ANY OBLIGATION TO (ALTHOUGH IT MAY) MONITOR YOUR CONTENT, ASSOCIATED MATERIALS AND INFORMATION OR YOUR USE OF THE STORE FOR COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS OR THIS AGREEMENT.

7.3. UCWEB FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.4. Your representations and warranties. You hereby represent and warrant that:

7.4.1. You have the full power, legal right and authority to enter into this Agreement and perform the obligations thereunder;

7.4.2. if You are agreeing to be bound by this Agreement on behalf of Your employer or other entity You represent, You have full legal authority to enter into this Agreement on behalf of such employer or entity;

7.4.3. the information You provide to UCWeb under this Agreement is true and accurate;

7.4.4. Your Content as submitted and as subsequently updated or upgraded complies with this Agreement; and

7.4.5. You have all intellectual property rights and permissions in relation to Your Content allowing You to distribute the Content (including the third-party materials in Your Content, if any) under the terms and conditions of this Agreement and to license the rights in and to such.

7.5. Except for the express representations and warranties set forth in this Agreement, neither You nor UCWeb make any other representations or warranties. Each party expressly disclaims all other representations or warranties, express or implied.


General Terms for Using UCWeb Service

1. Confidentiality
The Parties shall maintain in strictest confidence and shall not disclose to any third parties nor use for any purpose other than for the proper fulfillment of the express purpose of this Agreement any Confidential Information received from the other party in whatever form without the permission of the Disclosing Party. For purposes of this Agreement, any technical, commercial or other information of a confidential nature delivered by either party to the other shall always be treated as Confidential Information, whether or not marked with a confidential designator. Neither Party shall duplicate, reverse engineer, disassemble or de-compile any software of the other Party. The Parties shall only disclose the Confidential Information to authorized employees and shall take appropriate steps by instruction, agreement or otherwise to prevent unauthorized disclosure by the receiving party’s officers, employees, agents or consultants.
Nothing in this Agreement shall prevent the Receiving Party from disclosing any information which:
(a) is or becomes public knowledge other than by a breach of this Agreement;
(b) the Receiving Party, its officers, employees, agents or consultants may develop independently of the Disclosing Party or receive (before or after the date of this Agreement) without restriction from a third party (other than where the Receiving Party knew or had reason to believe that the third party disclosed the information in breach of confidence);
(c) is required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that the Receiving Party shall give the Disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order.

2. Termination
UCWeb may at any time terminate the Agreement, or suspend or terminate the cooperation of UCWeb by closing your UCWeb account without assigning any reason.  In the event that the termination is based on your breach of the agreement, we may withhold unpaid amounts or charge back your account, and you may not be allowed to create a new Account.

3.  Indemnity
You agree to indemnify and defend UCWeb, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to your breach or non-performance of any term of the Agreement, including any content served on the Publisher’s platform that is not provided by via UC Union.  UCWeb’s advertisers are third-party beneficiaries of this indemnity.

4. Limitation of Liability
4.1 To the extent permitted by law, except for your indemnification obligations hereunder or your breach of any Intellectual Property Rights, confidentiality obligations and/or proprietary interests relating to the agreement, (i) in no event shall either party be liable under the agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy, and (ii) each party’s aggregate liability under the agreement is limited to the net amount received and retained by that particular party in connection with this Agreement during the three month period immediately preceding the date of the claim.  Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
4.2 UCWeb shall not be held liable for non-availability of UC Union and/or 9Apps during periodic maintenance operations or any unplanned suspension of access to UC Union and/or 9Apps that may occur due to any technical reasons or for any reason beyond UCWeb's control. You understand and agree that any material and/ or data obtained through UC Union and/or 9Apps is done entirely at your own risk and discretion and that UCWeb will not be responsible for any damage to your computer systems or loss of data that results from the use/download of such material and/ or data.
4.3 OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES.  FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED.  WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5. Anti-corruption/Integrity Clause

You hereby undertake that, in order to achieve and/or implement this Agreement, You and any director, administrative personnel, employee, agent or consultant of any of Your affiliate did not and will not violate any of the corruption-related laws and regulations, and did not and will not, directly or indirectly, provide funds, gifts, valuable item or service, or any other unlawful interest to any personnel concerned hereof such as (a) the official from any of the national or regional govern body; or (b) UCWeb and the director, administrative personnel, employee, agent or consultant of any of UCWeb’s affiliate; or (c) any third party (if any) involved in the implementation of this Agreement and the director, administrative personnel, employee, agent or consultant of any of the third party’s affiliate.   You acknowledge and agree that UCWeb is entitle to terminate this Agreement immediately upon discovery of any of the abovementioned situations conducted by You, and monetary compensation liability for breach of contract shall be borne by You to UCWeb in a higher amount between (a) 30% of the total contract amount under this Agreement and (b) the total amount of the unlawful interest provided hereof.

6. Miscellaneous

Neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond that Party’s control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such circumstances, the defaulting Party shall be excused for a period equal to the time of the delay caused thereby.

This Agreement may not be assigned or transferred by you without UCWeb's written consent, which shall not be unreasonably withheld.

This Agreement shall be governed by and construed in accordance with the laws of P.R. China, except that body of laws controlling conflict of laws. Any suit hereunder shall be submitted to  China International Economic and Trade Arbitration Commission in accordance with the arbitration rule in effect at the time of petition.