Alibaba TV open platform settlement agreement

This agreement is between the operator of the Alibaba TV open platform (hereinafter referred to as "Party A") and the application provider on the Alibaba TV open platform (hereinafter referred to as "Party B") regarding the provision of platform services by Party A to Party B. A valid contract entered into regarding the matter. If Party B clicks to confirm on the online page or chooses to accept this Agreement in other ways, such as submitting or publishing the application, it means that Party A and Party B have reached an agreement and agree to accept all the provisions of this Agreement.

Before accepting this agreement, Party B has carefully read the entire content of this agreement. At the same time, any questions Party B has about all the terms of this Agreement have been explained by relevant personnel of Party A, and Party B has fully understood and accepted them.

1. Definitions

Unless the context requires otherwise or otherwise indicates, the following words have the following meanings in this Agreement:

1.1. Application: Party A provides services to Party B through the Alibaba TV open platform in accordance with this Agreement, and Party B provides and independently enjoys intellectual property rights or legally authorized applications (including but not limited to APK/ SDK), games, videos, audios, pictures, etc.

1.2. Alibaba TV Open Platform: Jointly provided by Party A and its partners, it mainly provides Party B with a) application development environment support services, b) application access and application display ( Including the display service of Alibaba TV App Store) and other information storage space services, c) an open platform with payment SDK support and corresponding settlement services, and Alibaba TV App Store, hereinafter referred to as the "TV Platform", the aforementioned a), b), c) Class services are collectively referred to as platform services.

1.3. Alibaba TV App Store: Jointly provided by Party A and its partners and built into the TV terminal, it provides users with one-stop application selection, downloading, installation, The application distribution platform for the upgrade service, hereinafter referred to as the "Application Center".

1.4. TV terminal: Any terminal with a built-in application center, including but not limited to smart TVs, smart set-top boxes, smart projectors and other Internet TV terminals, as well as VR equipment, etc. emerge with the development of technology other smart terminals.

1.5. CPA: refers to the cooperation method in which Party B pays technical service fees to Party A based on the number of application downloads or installations or uses or registrations or other related actions. The number of application downloads or installations or uses or registrations or other related behaviors is hereinafter referred to as the "number of user behaviors", and the technical service fee paid by Party B to Party A for each download/installation/use/registration/other related behaviors is hereinafter referred to as the "CPA" unit price".

1.6. CPS: refers to the cooperation method in which Party B uses part of the application revenue as technical service fees to pay Party A.

1.7. Application revenue: refers to the user downloading or installing or using the application provided by Party B through the TV platform and paying all fees paid by Party B, including paid download revenue, in-app purchase revenue, and other operating revenue .

2. Service details

2.1. Party A provides platform services to Party B through the TV platform, and conducts operation management, system maintenance and business promotion of the TV platform.

2.1.1. Both parties agree to cooperate in CPS mode.

2.1.2. If the two parties agree on the CPA unit price through email or supplementary agreement, it shall be deemed that both parties agree to cooperate in the CPA method at the same time. That is, Party B shall provide Party A with the number of user actions and the CPA unit price as agreed. Pay technical service fees, and at the same time use part of the application revenue as technical service fees to pay Party A.

2.2. If the application is of a type that the TV platform does not support uploading or Party B fails to upload it on its own, Party B can provide Party A with the content or content list by email, physical media or other means after signing this agreement, and Party A will If Party B operates the access to the TV platform on its behalf, both parties shall confirm the application provided by Party B through written means such as email, supplementary agreement, etc.

2.3. Party A has the right to choose independently whether to promote the application, and Party A also has the right to decide independently the specific period of promotion, TV terminals, specific display locations and other display matters.

2.4. Applications with built-in charging functions should integrate the Alipay billing plug-in SDK provided by Party A, and applications integrating this SDK will only be promoted on Party A’s TV platform. If Party B provides the application integrating Alipay billing plug-in SDK to other channels other than Party A's TV platform without Party A's permission, Party A has the right to terminate this Agreement, and Party B shall compensate Party A for all losses caused.

2.5. Party B provides users with applications through the TV platform and concludes transactions with users on its own.

2.6. Party B entrusts Party A to handle matters such as user refund applications and refunds for user operations during the cooperation period in accordance with the provisions of this agreement. Party A's decision to reject or agree to the user's refund application takes effect immediately, and Party B shall be responsible for the corresponding consequences. The corresponding refund amount shall be deducted from the application revenue.

3. Fee Settlement

3.1. Under the CPS method, the technical service fee paid by Party B to Party A is calculated as follows:

3.1.1. If Party B has no breach of contract or can deduct money, in the national radio and television and communication operator market (hereinafter referred to as the operator market), Party B’s final income is (application income - payment service fee) * 40%, and the remaining part is Income between Party A and the operator shall be settled separately between Party A and the operator.

3.1.2. If Party B has no default or debitable situation, in other markets except the operator market, Party A’s fee = (application revenue – payment service fee) * 30%, and Party B’s final revenue is (Application revenue-payment service fee)*70%.

3.1.3. In all markets, if the distribution ratio of application revenue needs to be adjusted due to market environment or policies, regulations or special business policies, Party A has the right to notify Party B of the corresponding adjustment by email, and Party B agrees If the adjustment is made, both parties shall implement it according to the notice of Party A; if Party B does not agree, Party A will not launch the application in the relevant market.

3.1.4. The definition and specific scope of the operator market and other markets involved in the cooperation shall be subject to Party A’s instructions.

3.1.5. Payment service fees are charged by the payment service provider. During the validity period of this Agreement, the payment service fee policy may be adjusted. Such adjustments will take effect from the date the payment service provider makes the adjustment decision.

3.2. Under the CPA method, the technical service fee paid by Party B to Party A is calculated as: number of user actions * CPA unit price. The unit price of CPA shall be determined separately by both parties through written means such as email or supplementary agreement.

3.3. Both parties use one natural month as a settlement cycle.

3.3.1. CPS settlement method: Party A shall provide Party B with payment via email (sent to the email address submitted when Party B registered for the TV platform) or other reasonable means before the 20th day of the month following the expiration of each cycle. Party B needs to review the application income of the previous month and give an email reply within five working days, and stamp the written statement for confirmation; Party A will invoice the CPS income and pay it to Party B. If both parties have objections, it cannot be done on time Once completed, the part agreed upon by both parties will be settled first.

3.3.2. CPA settlement method: If both parties cooperate using the CPA method, both parties need to check the data in the Umeng Backstage, a third-party platform agreed by both parties, before the 20th day of the month following the expiration of each cycle, and submit it in writing. The bill will be stamped and confirmed. After confirmation, Party A will issue an invoice for the fees that Party A should charge and pass it to Party B. Party B must pay Party A within five working days of receiving the invoice; if both parties have objections and cannot complete it on time, Settlement will be made first for the portion that both parties agree upon. If Party A and Party B fail to complete the income verification within the agreed time, the corresponding invoicing and payment time will be postponed.

3.4. Settlement starting point: Both parties A and B agree that if the cumulative amount of Party A’s CPS payment to Party B during the validity period of this agreement is less than 1,000 yuan, payment will not be made temporarily, and the corresponding amount will accumulate. Add to the next settlement cycle until the amount payable reaches 1,000 yuan, Party A will make another payment, and so on. In such cases of temporary non-payment, the provisions of this Agreement regarding late payment of liquidated damages shall not apply. Unless otherwise agreed upon by both parties, there will be no temporary non-payment of the fees payable by Party B to Party A under the CPA method.

3.5. Basic rules for Party A to handle user refund applications on behalf of Party B:

3.5.1. Only accept user refund applications due to the following reasons:

3.6.1.1. Purchases that are not the user’s true intention, such as caused by user misoperation;

3.6.1.2. Repeated payments by the user due to system reasons;

3.6.1.3. If the payment is out of sync due to system reasons and the service cannot be activated for the user in time;

3.6.1.4. Other legitimate reasons why Party A believes that the user should be refunded.

3.5.2. The refund ratio and operating rules are as follows:

3.6.2.1. No service is used, and the refund amount applied for by a single user within a month is less than 500 yuan (including 500 yuan) Yuan), Party A can directly refund the user in full;

3.6.2.2. In other cases, if a single user's refund exceeds 500 Yuan (not including 500 Yuan) in the month, Party B needs to Party A can refund the money only after expressing consent through the email address used when registering on the TV platform or otherwise designated by Party B. If Party B does not agree to the refund, Party B is responsible for contacting the user, processing the user's application and bearing the corresponding consequences;

3.6.2.3. Alipay service fees collected and incurred due to refunds can be borne by the user and will not be refunded.

3.5.3. Special circumstances other than those in this article shall be handled through mutual negotiation between Party A and Party B.

3.5.4. Party A shall synchronize refund information with Party B once a month.

3.5.5. Regardless of whether Party A discloses this refund policy/purchase statement to users through its platform, if the refund policy specified in the application conflicts with the above rules, the above rules shall prevail.

3.6. Both parties are required to pay all types of taxes on the income generated under this agreement; both parties are responsible for all fees paid to carry out this cooperation project, except as stipulated in this agreement. .

3.7. Under the CPS method, Party A agrees to pay Party B’s final income through bank transfer, and agrees to pay it to the Alipay account or bank account filled in by Party B when registering on the TV platform. Under the CPA method, Party B shall pay the service fee to Party A through bank transfer, and shall pay it to the following account of Party A:

Recipient: [Zhejiang Tmall Technology Co., Ltd.]

Account opening bank: [China Merchants Hangzhou High-tech Branch]

Account number: [571906593810800]

4. Application of online transactions

4.1. Party B clearly understands and agrees that before formally providing application content and services to users, it shall sign a separate license agreement with the user and perform it in strict accordance with the agreement with the user.

4.2. Application description: The text description, screenshots and/or photos provided by Party B and displayed on the TV platform can be a) a description of the application that Party B legally owns and that Party B wishes to trade; or b ) A description of the application the user is looking for. Party A will classify the TV platform and provide a classified directory. Party B must publish the application description on the TV platform by itself and classify the application description into the correct category. Party A is not responsible for the accuracy or content of application descriptions and classifications.

4.3. The applications and related services published by Party B through the TV platform can be ordered by users on the TV platform, and fees will be charged according to the agreement between the two parties; users can order the applications and related services published by Party B on the TV platform and submit them to Party B Pay the fee.

4.4. When Party B uses the "Alipay Service" to collect payments, it shall ensure the legality, authenticity and availability of its "Alipay" account and comply with the provisions of the "Alipay Service Agreement". If Party A's payment is delayed due to abnormalities in Party B's "Alipay" account, Party A will not be liable for breach of contract.

4.5. If Party B violates the relevant provisions of this Agreement, Party A has the right to delete, block the application from the TV platform or restrict its functions. As a result, if the user is unable to use the application normally, Party B shall bear the relevant responsibilities independently. .

4.6. Party B shall uphold the concept of providing quality services to users. Any disputes arising from the user's use of the applications and services provided by Party B shall be resolved by the user and Party B through their own negotiation, and Party A shall not bear any responsibility. Party A can assist both parties to coordinate when disputes arise between users and Party B, but Party A does not guarantee that the coordination will achieve actual results.

5. Data verification

5.1. Party A builds and provides applications to Party B through a data open platform in accordance with national regulations and Alibaba Group’s policies Income and other data related to settlement between the two parties.

5.2. Under the CPS method, application revenue and related data are based on TV platform statistics. Under the CPA method, both parties agreed to entrust Umeng, a third-party statistical agency (domain name: http://www.umeng.com/), to conduct user behavior data statistics under the CPA method, and use the statistical results provided by Umeng as the basis for settlement. However, both parties should require Umeng to report its statistical results to both parties A and B at the same time; if Umeng cannot provide this statistical service, the statistical data of the TV platform shall prevail; with prior written agreement by both parties, Party B's statistical data may also be used as settlement in accordance with.

6. Party A’s rights and obligations

6.1. Party A is responsible for the technology and operation of the TV platform.

6.2. Party A has the right to verify Party B’s identity information, including but not limited to verifying Party B’s registration information, settlement account information, submitted ID card, business license, organization code certificate and other relevant information.

6.3. Party A guarantees that its promotion methods will not violate national laws, regulations and relevant national policies, will not infringe on the legitimate rights and interests of any third party, and ensure that the promotion channels do not involve gambling or pornography. Party A is responsible for compensating for direct economic losses caused to Party B due to Party A's illegal activities in promotion. However, if the above situation is caused by a malicious attack by a third party, Party A will not be held responsible.

6.4. Party B must review the applications and related information submitted and published on the TV platform, and cooperate with Party A in functional and security testing. If Party A discovers (including but not limited to Party A's discovery by itself and/or a third party informs Party A) that Party B has violated any laws and regulations, violated TV platform service usage rules and procedures, or violated basic social ethics, Party A will The right to modify, delete, block, or unilaterally suspend or terminate services or make other reasonable processing of corresponding applications and information. However, Party B makes it clear that Party B is the person responsible for application content, functionality and security testing and shall be fully responsible for this.

6.5. Party A has the right to use the application or Party B’s trademarks, logos, screenshots, names, text descriptions and other information on Party A’s website, client or related marketing communication activities and promotion channels. Party A has the right to require Party B to provide promotional materials three working days before the release of the application. Party B must review whether the materials provided comply with national laws and regulations and the requirements of this Agreement. If Party B delays in providing materials or Party B refuses to make changes, Party A has the right to postpone or stop publishing the application and hold Party B liable for breach of contract. However, the foregoing process does not mean that Party A assumes any responsibility for the applications or other content provided by Party B.

6.6. In order to better serve users and partners, Party A has the right to collect and use corresponding data.

6.6.1. Party A has the right to collect and enjoy the registration data of Party B and users on Party A’s system, website or software, Party B’s service information and operational data on Party A. If any problems or doubts are found in the registration data or transaction behavior, we have the right to issue an inquiry or correction notice to Party B, or directly delete or block the information.

6.6.2. Party A has the right to collect user statistical information, statistical user behavior habits, etc. from Party B on Party A. Party A has the right to use the collected information in accordance with the law and publish or disclose the collected statistical information to the outside world. Party A also has the right to require Party B to provide user information, user application usage and other information it possesses.

6.7. In the event of any disputes arising from the application, including but not limited to any litigation, complaints, or any breach of contract, Party A has the right to stop any activities such as testing, display, and online sales of the application and freeze fee settlement, and at the same time Party B shall bear all legal liabilities arising therefrom and all costs incurred by Party A as a result of third party claims.

6.8. Party A has the right to require Party B to mark the name or brand logo designated by Party A in marketing and user promotions.

6.9. Party A may transfer part or all of its rights and obligations under this Agreement to an affiliated company by notifying Party B in writing, or transfer part of its rights and obligations under this Agreement in accordance with laws, regulations or the requirements of the competent authority. Or all transferred to the corresponding qualified operator.

6.10. If Party B violates this Agreement, Party A has the right to impose appropriate penalties on Party B such as warning, restricting services, blocking applications, suspending services, terminating services, etc. and require Party B to pay according to the circumstances. Liquidated damages of not less than 50,000 yuan. Party B shall independently bear all disputes arising from the above-mentioned breach of contract and be responsible for compensating all losses caused to users, Party A or Party A's affiliates and partners.

7. Rights and Obligations of Party B

7.1. Party B must be a natural person with full capacity for civil conduct, or an entity with legal business qualifications organize. If a person without capacity for civil conduct, a person with limited capacity for civil conduct, or an organization without business or specific business qualifications improperly registers as a user or acts beyond the scope of their civil rights or capacity, any agreement between them and Party A, including this Agreement, will be invalid from the beginning. , once Party A discovers it, it has the right to immediately cancel its account and hold it responsible for all legal liabilities for using Party A's services.

7.2. Party B promises to abide by relevant laws and regulations, this Agreement, the "Alipay Service Agreement", TV platform service usage rules and procedures, basic social ethics, etc., and not infringe on the legal rights of third parties. Party B understands that the contents of the above agreements and specifications may change from time to time, and agrees to continue to abide by them.

7.3. Party B has the right to use its registered account and password to log in to the TV platform, and is fully responsible for the security of the username and password, and is fully responsible for all activities and events carried out on its account.

7.4. Party B has the right to develop or submit applications on the TV platform. Party A has the right to require Party B to test the application according to the test operation environment and specifications provided by Party A, and submit it to Party A for compatibility testing after the test is completed. If Party A requires Party B to conduct the aforementioned tests, Party B can obtain the right to publish and operate on the TV platform only after the submitted application passes Party A's compatibility test.

7.5. Applications shall not be upgraded without Party A’s prior evaluation. Party A has the right to use any technical means to limit the self-upgrade function of the application or block the corresponding application, and all consequences caused thereby shall be borne by Party B.

7.6. Party B has the right to supervise Party A’s promotion activities, and has the right to supervise the software or Party B’s brand logo with Party B’s intellectual property rights used by Party A in the promotion process, including but Not limited to: the scope of use of intellectual property rights, the integrity of software copyright and the legal use of trademark rights, etc.

7.7. Party B is responsible for ensuring that the content of the application is consistent with the content of Party B’s official application (except for the functions requested to be deleted by Party A) and updated in a timely manner.

7.8. Party B agrees to use the account system and payment system provided by Party A in the application.

7.9. Party B declares and warrants that the application and related services provided by Party B (including content in the application, embedded advertisements and links, etc.) meet the following requirements:

7.9.1. Authenticity, Legal, accurate, and complete, and will not contain any obscene, pornographic, immoral, fraudulent, defamatory (including commercial libel), unlawfully threatening or unlawfully harassing content;

7.9.2. Will not infringe any third party Enjoy the legal rights or interests, including but not limited to third-party intellectual property rights, etc.;

7.9.3. Will not violate any laws, regulations, rules or regulations (including but not limited to regulating Internet websites, Internet information , unfair competition laws, regulations, rules or regulations);

7.9.4. Will not contain any type of Trojan horses, viruses, backdoors or other malicious computer programs; shall not interfere or attempt to interfere in any way The operating system, TV platform, products provided by other product providers or the normal operation of any part or function thereof;

7.9.5. Will not be directly or indirectly linked to the following content: (i) any Goods or services prohibited by laws, regulations, ordinances or regulations, or (ii) without the right to link; The obtained data related to the TV platform and Party A's website (including but not limited to any user information, user transaction information, user usage data for Party B's applications, etc.) are used for commercial purposes outside this agreement (including but not limited to independent development of applications, Selling alone, cooperating with any other third party); will not illegally obtain user information for transactions or obtain improper benefits. Otherwise, Party A has the right to unilaterally decide to terminate this agreement early. At the same time, Party B shall bear all legal liabilities such as breach of contract and fully compensate Party A and the user for all losses;

7.9.7. No failure to provide the user with Explicitly and with the user's consent, unnecessary terminal functions may be invoked without authorization, resulting in performance impact, cost loss, information leakage, etc.;

7.9.8. User personal information shall not be illegally collected and used. Users' personal information may not be collected without their consent. The collection of users' personal information must comply with the principles of explicitness and necessity. The use of users' personal information shall not exceed the express purpose for which it was collected. User information will not be illegally obtained for transactions or improper benefits;

7.9.9. You shall not request, collect, request or otherwise obtain access to user accounts, passwords or other authentication credentials from any user; shall not provide any user with automatic login to the TV platform and Party A’s website Proxy authentication credentials; shall not provide "tracking" functions, including but not limited to identifying other users viewing or operating on the application profile page;

7.9.10. When Party B submits the application, it must disclose the complete information to Party A and accurate information (including but not limited to application information, usage methods, tariff standards, validity period, application provider, contact person, contact number, customer service number, online email address, and submit ID card, business license and relevant copyright certificates, etc. ), explain the security permissions required for the submitted application, which devices and functions of the user terminal are called, what information and privacy of the user are used or involved, and prompt the user with the above information before the application is installed and inform the user that Party A will charge on behalf of Party B (if any) for users to decide whether to continue installation and use. Party B guarantees that the above information is true, correct and complete, and ensures that it has passed the Alipay real-name authentication process to ensure the legitimate income rights of all parties. If the above registration information changes, Party B shall make timely changes. Party A has the right to provide the contact information provided by Party B to users;

7.9.11. Any information provided by Party A or any intellectual property statement displayed or included in the service shall not be deleted, hidden, or changed;

7.9.12. Party B guarantees that the applications, promotional materials and related services it provides to users through the TV platform do not contain content or information that damages the corporate image, brand, applications or business of Party A and its affiliates. Party B shall not imply that Party A and its affiliates join, sponsor or endorse the application, including but not limited to using "Alibaba", "YunOS", "Alibaba", "Alipay", Any variation, abbreviation, rewriting, addition or deletion of words or letters, or misspelling of the brand, logo, or company name held by "Alibaba", "Aliyun", "Taobao", "Alipay" or any other affiliated company of Party A;

7.9.13. You shall not circumvent, attempt to circumvent or claim to be able to circumvent any content protection mechanism or data statistics tool provided by Party A.

7.10. Party B shall be responsible for the quality of the application, including but not limited to product availability, compatibility, product quality and other product issues. If Party A or its affiliates or partners are claimed or sued by a third party due to application quality problems, Party B shall bear relevant legal responsibilities and compensate for all resulting losses.

7.11. Party B is obliged to provide upgrades, maintenance and other technical support for published applications. Party B is responsible for customer inquiries and complaints and other after-sales services caused by various non-TV platform issues after the application is released, and will respond and propose solutions within 24 hours. Party B promises to provide users with consultation and after-sales services in a friendly, patient and enthusiastic manner. If Party B receives multiple complaints and fails to handle them properly, Party A reserves the right to suspend Party B's services. For some unreasonable complaints, Party B can contact Party A.

7.12. If Party B provides paid services to users through the TV platform, it must obtain the user's consent and have a clear tariff prompt before the user pays or uses it.

7.13. Party B agrees that all rights to TV platform operation data (including but not limited to user registration information) belong to Party A. Party B undertakes not to save, use or authorize others to use the aforementioned operational data for any purpose without the prior written approval of Party A, or to disclose the use of applications by TV platform users.

7.14. Party A will allow users to rate the application. For comments that are illegal or violate public order and good customs, Party B can negotiate with Party A to deal with them. However, Party B shall not carry out any illegal or unethical trading behavior in any form, including but not limited to improving the rating of the application through self-dealing or virtual trading, defrauding, inducing or forcing users to pay, etc.

7.15. Party B shall bear its own tax burden according to the income it obtains, including various taxes such as value-added tax and personal income tax. If Party A needs to withhold and pay various taxes according to national laws and regulations, Party A has the right to withhold and pay them directly from Party B's taxable income without obtaining Party B's prior consent.

7.16. Party B must keep confidential the confidential information such as the business information of Party A and its affiliates and partners that it learns. Party B shall be responsible for all losses caused by the leakage of confidential information and shall be responsible for any litigation. At the same time, Party A has the right to terminate the cooperation.

7.17. Party B clearly understands and agrees that if Party A suffers any losses, is subject to claims from any third party, or is punished by any administrative department due to its violation of relevant laws or the provisions of this Agreement, Party B shall be responsible for Party A shall pay compensation, including reasonable attorney fees.

7.18. Party B agrees to receive emails and information from Party A and its affiliated companies and partners.

7.19. Party A may decide whether and how to release application promotion information based on the operation conditions. For the aforementioned release, at the request of Party A, Party B shall submit to Party A relevant certification materials such as qualification certificates, instructions, and review and approval documents from relevant administrative departments in accordance with the requirements for the release of promotional information. Party B is responsible for the authenticity, validity and legality of all certification materials provided by it, and is willing to independently bear all responsibilities arising therefrom. If Party B refuses to provide it, Party A has the right to refuse to release promotional information.

7.20. Party B authorizes Party A to use Party B’s trademark, logo, screenshots, name, text description and other information during the promotion process.

8. Intellectual Property Rights

8.1. Except for the works and trademarks for which Party B has intellectual property rights, all content on the TV platform, including but not limited to works, Pictures, files, information, materials, website structure, website screen arrangement, and web page design are all intellectual property rights owned by Party A or other rights holders in accordance with the law, including but not limited to trademark rights, patent rights, copyrights, trade secrets, etc. Without the written consent of Party A or other rights holders, no one may use, modify, copy, publicly disseminate, change, distribute, distribute or publicly publish the programs or contents of Party A's website.

8.2. Party A has all rights to the TV platform operation data. The aforementioned operational data includes but is not limited to any user registration information, user usage data for Party B’s applications, etc. Without the prior written consent of Party A, Party B shall not save, use or authorize others to use the aforementioned operational data for any purpose.

8.3. In accordance with the terms and conditions of this Agreement, Party A grants Party B a limited, non-exclusive, terminable and non-redistributable license, allowing Party B to access and use the TV platform to develop, test, Display, publish its applications and sell related services, allowing Party B to access user information provided by Party A or authorized by the user itself. Party B is strictly prohibited from engaging in the following actions:

8.3.1. Reverse engineering, disassembly, reconstruction, reverse engineering of the TV platform, its services and any aspect or part thereof (including but not limited to source code and algorithms) Compile, translate, modify, copy, or create derivative works without express permission;

8.3.2. Tamper with or delete any logo, trademark, Copyright or other statements;

8.3.3. Distribute, sell, resell, lease, license, sublicense or otherwise provide the TV platform or any user information to third parties (including storing TV in any way Platform or user information allows third parties to access);

8.3.4. Avoid or modify Party A’s data statistics tools.

8.4. Party B retains its original rights, ownership or interests related to the application, including but not limited to all intellectual property rights, except as otherwise provided in this Agreement. Party B's submission or release of applications through the TV platform indicates that Party B grants Party A a non-exclusive, free global license during the validity period of this agreement, allowing Party A to disseminate, download, copy, reformat, and disclose through information networks through various methods. Display and run applications, as well as various content such as games, videos, audios, screenshots, pictures, etc. in the applications.

9. Confidentiality Clause

9.1. Confidential information refers to this Agreement, the facts of the contract between the parties, and all technologies disclosed by one party to the other party or its affiliates and non-technical information (including but not limited to product information, product plans, prices, financial and marketing plans, business strategies, customer information, customer data, research and development, software and hardware, API product data interfaces, technical descriptions, designs, special formulas, special algorithm, etc.).

9.2. Either party to this Agreement or its affiliates agrees to keep confidential the above-mentioned confidential information learned by the other party or its affiliates, and strictly restrict employees who have access to the above-mentioned confidential information or third parties who use it to comply with this article obligation of confidentiality. The Receiving Party agrees to bind its employees and third parties who have the need to use the Disclosing Party's confidential information to abide by the licensing requirements and confidentiality obligations related to this Agreement, and to be responsible to the Disclosing Party for their violations of the foregoing provisions as if they were violated by the Receiving Party itself. If the receiving party's employees or third parties violate the licensing requirements and confidentiality obligations of this Agreement, the receiving party will be deemed to be in breach of contract. Unless legally required by state agencies or the above confidential information has entered the public domain, the party receiving the confidential information shall not disclose it to the outside world.

9.3. Both parties to this agreement clearly recognize that their respective user information and business data are their respective important assets and key confidential information. Both parties to this agreement agree to do their best to protect the above confidential information from disclosure. Once the above-mentioned leakage of confidential information is discovered, both parties shall cooperate to take all reasonable measures to avoid or mitigate the consequences of damage.

9.4. This article shall not be invalidated by the termination of this agreement.

10. Term and Termination of Agreement

10.1. This Agreement shall take effect from the date Party B clicks to confirm or otherwise chooses to accept this Agreement through the online page , valid for one year.

10.2. This Agreement is terminated due to the following circumstances:

10.2.1. The non-defaulting party has the right to require the defaulting party to promptly correct the breach, and the defaulting party fails to do so after receiving the notice from the non-defaulting party. If corrected within 10 days, the non-breaching party shall have the right to immediately terminate this agreement.

10.2.2. This agreement may be terminated in advance upon written agreement between both parties;

10.2.3. If the agreement expires and is not renewed;

10.2.4. Either party declares bankruptcy, enters liquidation or dissolution procedures;

10.2.5. One party's serious breach of contract makes it impossible to achieve the purpose of the agreement.

11. Treatment after the termination of the agreement

11.1. Income treatment after the termination of the agreement: Users of TV terminals who have installed the application during the period of this agreement If the application is still used within one year after the termination of this agreement, Party A can continue to settle its income to Party B in accordance with the provisions of this agreement. After one year has passed since the date of termination of this agreement, Party A may no longer make settlements and payments to Party B.

11.2. After the agreement is terminated, Party A has no obligation to retain any information related to the application for Party B, including account information, user behavior information, or to issue reminders to Party B or users or third parties, nor to terminate the service. And bear any responsibility to Party B or users or any third party.

11.3. Regardless of whether this agreement is terminated for any reason or by any means, Party A still has the right to:

11.3.1. Save or not save data and transaction or user behavior records related to the application ;

11.3.2. For any compensation and liability caused by Party B’s illegal or breach of contract before the termination of the agreement, Party B must bear it completely and independently, and Party A has the right of recourse.

11.4. The transaction behavior of Party B before the termination of the agreement shall be handled in accordance with the following principles:

11.4.1. Before the termination of the agreement, if Party B and the user have not yet completed the transaction or the transaction has not been completed, Party A has the right to This transaction information will be deleted when interrupting or terminating the service;

11.4.2. Before the termination of the agreement, Party B and the user reach an agreement on the specific transaction, and Party A has the right to notify Party B or the user of the termination of the service.

12. Limitation and Disclaimer of Liability

12.1. Party B shall be responsible for the development, operation, support and maintenance of the application and shall independently bear the risks and consequences arising therefrom . Party A has no responsibility or liability for any inaccuracies or incorrect content posted on the TV platform, whether such inaccuracies or errors are caused by users or due to the use of or in connection with the application. caused by any connected device or program.

12.2. Under no circumstances shall Party A be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, including loss of profits suffered by Party B due to its use of the TV platform (even if Party B has informed of the possibility of such losses).

12.3. Notwithstanding any contrary provisions that may be contained in this Agreement, Party A’s total liability to Party B, regardless of the cause or manner of conduct, will never exceed Party B’s performance of this Agreement during the validity period of this Agreement. Pay Party A’s expenses.

13. Force Majeure and Change of Situation

13.1. If either party is partially or completely delayed or unable to perform its obligations due to force majeure or change of situation, it shall not be liable for breach of contract. responsibility, but measures should be taken promptly to reduce losses caused by force majeure or changes in circumstances.

13.2. Force majeure refers to objective events that cannot be foreseen, overcome and avoided and have a significant impact on one or both parties, including but not limited to natural disasters such as floods, earthquakes, epidemics and storms, and social Events such as wars, unrest, hackers, government actions.

13.3. The following matters are changes in circumstances stipulated in this Agreement:

13.3.1. If the following circumstances occur, Party A may suspend the provision of services without notifying Party B, but Party A will Party B shall be notified promptly after the situation occurs:

13.3.1.1. Force majeure caused by non-human factors such as maintenance and repair of emergency service equipment.

13.3.1.2. Service suspension or service change due to failure of basic telecommunications services.

13.3.1.3. The situation when the platform’s line service is terminated.

13.3.2. Party A’s server is temporarily unable to operate normally due to illegal attacks and cannot be restored to use despite Party A’s best efforts to repair it.

13.3.3. Other major changes in objective circumstances that occur after the establishment of the contract and are not foreseeable by the parties at the time of entering into the contract and are not caused by force majeure.

14. Liability for breach of contract

14.1. If any party pays overdue, 2‰ (two thousandths) of the overdue amount shall be charged for each overdue day. Pay liquidated damages to the other party.

14.2. If Party B terminates this Agreement early without the written consent of Party A, any fees collected by Party A will not be refunded. If Party A suffers losses, Party B shall also compensate according to law.

14.3. Party B shall not provide any form of illegitimate benefits to the employees and consultants of Party A and its affiliated enterprises. Otherwise, Party B agrees that Party A has the right to immediately terminate this contract and Party B shall terminate the contract according to ( a) Liquidated damages of 30% of the total price of this contract; or (b) The total amount of any form of illegitimate benefits provided, the higher of the two shall be compensated to Party A.

15. Notification and Delivery

15.1. All notifications from Party A to Party B may be made through web announcements, emails, and mobile text messages. Or by regular mail transmission, etc.; such notices shall be deemed to have been delivered to the recipient on the date of sending.

15.2. Party B’s notice to Party A shall be delivered through Party A’s officially announced mailing address, fax number, email address and other contact information.

16. Other Agreements

16.1. The interpretation and application of this agreement, as well as disputes related to this agreement, shall be governed by the laws of the People's Republic of China. This agreement was signed in Yuhang District, Hangzhou City, Zhejiang Province. Any disputes arising out of or related to this agreement and its performance can only be resolved by the parties to the People's Court with jurisdiction in Yuhang District, Hangzhou City, Zhejiang Province.

16.2. The content of this agreement includes the text of the agreement and all TV platform service usage rules that Party A has published or may publish in the future. The TV platform service usage rules are an integral part of this agreement and have the same legal effect as the main text of the agreement.

16.3. Party A has the right to modify the contents of this Agreement and the TV Platform Service Usage Rules from time to time. The modified contents will be published on Party A’s website or notified to Party B in other ways. If Party B continues to use Party A's services, it will be deemed that Party B has no objection to the revised content and agrees to abide by it. If Party B has objections to the modification, or Party B disagrees with the TV platform rules announced by Party A, Party B has the right to choose to terminate this agreement.

16.4. In this agreement, the operator of the Alibaba TV platform is Zhejiang Tmall Technology Co., Ltd., but Party B knows and agrees that according to national requirements, the final control of applications on TV terminals belongs to the Internet TV integration service organization (broadcasting control party), the broadcasting control matters involved in this agreement are signed by Party A under the entrustment of the broadcasting control party. If due to changes in laws, regulations, policy requirements or requirements of competent authorities or requirements or qualification requirements of the broadcasting party, a) the applications downloaded by the user may be deleted, blocked or have their functions restricted, and Party B shall not hold Party A or its affiliates or partners responsible for this. Partner's responsibilities; b) Party A can designate its affiliates or partners (including but not limited to Zhejiang Zhile Network Co., Ltd.), or directly have the broadcasting party provide services to Party B and handle settlement according to this agreement, and the relevant invoices will be handled by Issued by the aforementioned subject. The aforementioned application control or subject designation shall be subject to notices issued by Zhejiang Tmall Technology Co., Ltd. (the form of such notices includes but is not limited to written notices/e-mails/webpage announcements/agreement changes, etc.).