Effect Marketing Service Agreement

This agreement is signed by the following two parties on [01], [01], [2024]：
Given:
1. Party A - Influencerrate is an alliance company engaged in E-commerce business such as effective marketing and online advertising agency, hereinafter referred to as “Influencerrate”.
2. Party B will promote the advertisers (hereinafter referred to as “website owner”) that Party A cooperates with through Party media resources,.
3. Party A and Party B have maintained a good cooperative relationship, and the cooperation between the two parties is conducive to the common development of both parties.
Therefore:
Both parties intend to form a strategic partnership to further strengthen their respective advantages to achieve a win-win situation.
  • 1. Definition
  • 2. Notice and Guidelines
  • 3. Cooperation matters
  • 4. Party B's rights and obligations
  • 5. Party A's rights and obligations
  • 6. Changes and termination of the agreement
  • 7. Liability for breach of agreement
  • 8. Disclaimer
  • 9. Force Majeure
  • 10. Duty of confidentiality
  • 11. Integrity Clause

1. Definition

Party B in this agreement is referred to the owner of the website who meets the following requirements:

1.1 COST-PER-SALE

(1) The payment way in which Party A pays Party B a pre-agreed fee based on the actual valid purchase amount when a visitor goes to a customer website designated by Party A to purchase goods or services through a link on Party B's website or a link on client software owned by Party B. (2) In this context, a valid purchase is one in which the buyer of the goods or services has paid , the goods have been delivered, the services have begun, and there are no returns or cancellations during the return or cancellation period specified by the advertiser.

1.2 COST-PER-ACTION

The payment way in which Party A pays the pre-agreed fees to Party B when visitors go to the website designated by the Advertiser through the links on Party B's website or the links on the client software owned by Party B to register for membership, make their first purchase, respond to inquiries or surveys and other pre-agreed matters.

1.3 Requirements for the website

The operation of the website must strictly abide by the relevant laws and regulations, and the market development, advertising and related business activities conducted by the website are compliant. The website shall not contain the following contents that are (hereinafter referred to as "illegal contents"). (1) violating the basic principles established by the Constitution Law; (2) endangering national security, disclosing state secrets, subverting state power, and undermining national unity; (3) damaging national honor and interests; (4) inciting ethnic hatred, ethnic discrimination, undermining national unity; (5) undermining the state's religious policy, promoting cults and feudal superstition; (6) spreading rumors, disturbing social order and destabilizing society; (7) engaging in the dissemination of obscenity, pornography, gambling, violence, murder, terrorism or abetting a crime; (8) insulting or slandering others and infringing on their legitimate rights and interests; (9) infringing the intellectual property rights of others, including but not limited to patents, trademarks, copyrights; (10) infringing the trade secrets of others; (11) containing other contents prohibited by law and administrative regulation.

1.4 Whether Party B is an individual or a company, it shall have full ownership, right of use, decision right and other corresponding rights to its own homepage.

1.5 Party B must have a fixed permanent address or office address and the ability to send and receive e-mails on the internet frequently.

2. Notice and Guidelines

2.1 The contents of this agreement will be delivered by post or by electronic data interchange system (including but not limited to mail, fax, etc.).

2.2 Party A has the right to change this agreement, and if the terms of the agreement are changed, Party A will notify Party B in writing by e-mail, etc. If Party B does not object in writing within 5 working days, it shall be deemed to have agreed to the revised terms of the agreement and become effective.

2.3 Party B shall comply with the requirements and regulations for the website owner which are formulated by Party A and published on the website, and Party B shall also regularly check and comply with the policy adjustments published by Party A on the website.

3. Cooperation matters

3.1 Cooperation process:

3.1.1 Registration of Party B Party B fills in the registration information and verify the website. Influencerrate adopts the media member verificaiton/examination mechanism, Influencerrate reserves the right to cancel its membership, when the media member's website involves illegal contents or cannot operate normally.

3.1.2 Audit by Party A

(1) If the content of Article 1.3 above appears on Party B's website, it will not be verified. (2) If the content of Party B's registration violates the following articles, it will not be verified. a. Not using the real name.a. Not using the real name. b. Applying in the name of others c. False contact information. d. Failure to meet the other application conditions specified.

3.1.3 After Party B has passed the verificaiton/examination, it can log in to the Influencerrate platform（ https://www.influencerrate.com）to obtain the advertising code.

3.1.4 The code will be placed on the webpage of the website, and Influencerrate will use the statistical results of Influencerrate's advertising effect tracking system and the confirmation data returned by Party A's customers as the basis for Party B's settlement.

3.1.5 Party B will use its own media resources to promote the marketing of Party A's cooperative client.

3.2 Cooperation model: cps commission share.

3.3 Cooperation period:

3.3.1 The period of cooperation: from [01] of [Jan] of [2024] to [31] of [December] of [2027].

3.3.2 When the promotion period agreed in this agreement expires, if both parties have no objection to the continued performance of the contents of this agreement, after both parties confirm in writing or by mail, this agreement will be automatically extended by one year.

3.4 Commission settlement:

3.4.1 According to the actual data reflected in Party B's backstage report and the specific share ratio, the website owner's advertising revenue is determined. Some orders will be deducted after the merchant settles first, and the last settlement result of the merchant shall prevail.

3.4.2 Settlement cycle: It can be divided into a monthly settlement, every other month and every two months. The actual settlement cycle is mainly based on the remarks of the details of each merchant's activities.

3.5 Preferential services: During the cooperation period, Party A will provide free merchant coupons and merchant promotion information to Party B.

3.6 Others: For visitors who visit the advertiser's website through Party B's website, all processes from ordering to payment, as well as returns, repairs, after-sales services, and other behaviors related to commodity sales are carried out between both the visitor and the advertiser. All responsibilities incurred in the processes shall be borne by the visitor and the advertiser and have nothing to do with Party A.

4. Party B's rights and obligations

4.1 Party B guarantees that Party B has complete intellectual property rights or legal and complete use authorization for Party B's products; Party B's products do not violate national laws, regulations and policies, and do not include any illegal content such as pornography, politics, etc., and do not infringe the legal rights of any third party, and do not to link to web pages with illegal content.

4.2 For the successful and stable operation of the service, Party B shall use its best endeavor to ensure the legitimacy of the platform and the stability of the platform's operation.

4.3 All information of Party A obtained by Party B during the cooperation shall not be disclosed to third parties without the consent of Party A, except when there are relevant laws and regulations or the requirements of national government departments.

4.4 Party B is obliged to provide Party A with high-quality and active promotion services by the stipulations of this agreement and has the right to require Party A to pay all promotion fees as stipulated in the agreement.

4.5 If the data and information provided by Party B to Influencerrate change, including name, contact number, etc., Party B should log in to Influencerrate platform to modify personal data or website information in time.

4.6 Advertising Management Rules Alliance members must introduce or promote advertisements to visitors in a legitimate and legal manner. They must not engage in any illegal, improper, or unfair business practices, or infringe upon the legal rights of Influencerrate, advertisers, other alliance members, or others. This includes, but is not limited to, the following:

1) Illegal use of other affiliates, advertisers or Party A's account. 2) Acts of disclosure or redistribution of the information obtained through the service to a third party without Party A's consent 3) Infringement of intellectual property rights (including copyright) or other rights of Party A or a third party. 4) Acts of disclosure of other content, information, articles, graphics, pictures, etc. that violate public order and customs. 5) Acts related to crime. 6) Acts that cause damage to the operator's reputation through the use of mail and message boards without consent. 7) The purchase of keywords on search engines such as GOOGLE, etc. that are prohibited by the advertiser or its promoted brands to promote. 8) It is prohibited to post on the advertiser's website to direct end users on the advertiser's site to purchase products on your own site. 9) Publishing false or misleading information to the public in any way regarding the relationship between Party B and the advertiser or allowing the existence of such false or misleading information. 10) Acts of violation of good faith. 11) Acts that violate relevant laws and regulations. 12) Any other improper conduct.

4.7 Penalty Rules

If an alliance member violates the advertising management rules, Influencerrate will immediately revoke the member's right to place advertisements and commission settlements upon discovery of the violation. Influencerrate will then determine the extent of the damage caused and the corresponding amount, and impose appropriate penalties on the alliance member. In severe cases, Influencerrate will revoke the member's alliance membership.

Alliance members must honestly and faithfully place advertising information. Any transaction disputes arising from these actions are the sole responsibility of the alliance members, and they must bear any administrative, civil, or criminal legal responsibilities resulting from violating the aforementioned guarantees.

4.8 Party B shall not transfer, lease or otherwise exercise the use rights of the service and other rights stipulated in the agreement.

5. Party A's rights and obligations

5.1 Party A guarantees that it has complete intellectual property rights or legal and complete authorization for the use of Party A's products; Party A's products do not violate national laws, regulations and policies, and do not include any pornographic, political and other illegal content, and do not infringe the legal rights of any third party.

5.2 Party A is obliged to guarantee to Party B the legality, stability and authenticity of its data statistics platform and is responsible for ensuring the operation of the data statistics system.

5.3 Party A is obliged to ensure that the statistical data are valid, and at the same time, Party A allows Party B to have access to Party A's data statistical system in the manner designated by Party A for supervision.

5.4 Party A has the right to supervise Party B's promotion behavior.

5.5 Party A has the right to supervise and audit the authenticity of Party B's promotion channels. The activated users brought through Party B's channels must be the real users obtained through the channels' propaganda, and if Party B is found to be malicious manual or automatic volume brushing behavior and the data is problematic, after verification and confirmation, Party A has the right not to settle the promotion fees arising from the cheating data.

5.6 The information obtained by Party A from Party B during the cooperation period shall not be leaked to the third party without Party B's consent, except in the case of relevant laws and regulations or requirements of state government departments.

5.7 Party A provides 7*24 hours support. Except for the days or times specified by Party B due to regular inspection or technical needs.

6. Changes and termination of the agreement

6.1 Any changes to this agreement shall be agreed upon by both parties and determined in writing. The changed terms do not affect the validity of other terms.

6.2 If any of the following occurs to either party to this agreement, the other party has the right to unilaterally terminate this agreement before the date of expiration by written notice.

(1) One of the parties to theagreement is in default and does not correct its default or fails to take adequate, effective and timely measures to eliminate the consequences of the default and compensate the defaulting party for the losses incurred as a result of the default of the defaulting party within 15 days after the defaulting party has given written notice in accordance with this agreement.

(2) If a party to the agreement is unable to continue to perform this agreement after the end of the force majeure event and submits valid proof of force majeure to the other party.

6.3 If Party B terminates the agreement for the reasons set out in paragraphs 4.6, 4.7 and 4.8, Party A may not pay the undrawn commission income.

6.4 If Party B wants to terminate this agreement, it shall apply to Party A to terminate the agreement by mail, etc. After confirming the content, Party A will send Party B a mail approving the termination of the agreement. If Party A does not send a confirmation e-mail, Party B shall be deemed to have acquiesced by Party A.

6.5 If Party A cannot continue to promote the advertisement due to special reasons of the cooperating advertiser or between the advertiser and Party A, Party A shall suspend the activity of the advertisement and shall notify Party B [1] day in advance to stop the activity of the advertisement and the orders generated after the advertisement is taken offline shall no longer be counted as commission.

6.6 If Party B does not log into the management service platform provided by Party A within 6 months, it can be regarded as no longer using this service, therefore Party A has the right to cancel its account and terminate this agreement.

7. Liability for breach of agreement

7.1 If Party A or Party B obstructs the normal activities of the other party or violate of the contents of this agreement, and thus causes other party’s economic and material losses, the breaching party shall be liable for compensation to the other party. Any damage caused to the third party shall be dealt with by litigation.

7.2 It is strictly forbidden to obtain personal income through equipment, procedures and other illegal means. Once discovered, Influencerrate has the right to immediately cancel Party B’s qualification, withdraw the advertisements being placed, and reclaim all the advertisement publishing fees already paid, and Influencerrate retains the right to pursue its legal liability; at the same time, the Party B must bear all the losses brought to Influencerrate as a result.

7.3 Party B commits to the authenticity of any information submitted to the Influencerrate platform, including but not limited to its registration information, web address, contact information, etc. Influencerrate shall not be responsible for the authenticity of the above information. However, if Influencerrate finds out that Party B provides or provided false information or adopts other deceptive means, then Influencerrate has the right to suspend or terminate Party B's account, freeze all commissions in its account, and reserve the right to pursue Party B's liability.

7.4 Party B promises that any of its actions on the Influencerrate platform will not cause Influencerrate, other parties of Influencerrate platform, any other users of Influencerrate, third party websites or companies providing services to Influencerrate, or third parties with whom Influencerrate has cooperation relationship to bear any legal liabilities and penalties.

7.5 Party B agrees to indemnify Influencerrate in full against any claims (including but not limited to judicial fees and other professionals' fees) brought by third parties against Influencerrate and its subsidiaries, branches, directors, officers and agents as a result of Party B’s breach of these terms of service or other documents mentioned in these terms of service or as a result of Party B’s breach of law or infringement of the rights of third parties.

7.6 During the period of cooperation between the two parties, the commercial secrets learned from the other party shall not be disclosed to any third party without the written consent of the other party; if one party violates the above agreements, it shall be liable for compensation to the breached party; in serious breach, the other party has the right to transfer the relevant matters to judicial organs for handling.

8. Disclaimer

8.1 Except for the online advertisements provided by Influencerrate, Influencerrate shall not be liable for the content of Party B's website that contains or involves pornography, violence, reactionary and any content that violates the national laws of the People's Republic of China. The relevant responsibility is entirely borne by Party B.

8.2 Influencerrate is not for the illegal and improper behavior of partners or visitors, such as scalping, click farming and other malicious bulk purchase of orders. The performance settlement is based on the valid performance confirmed by the advertiser, and any performance that is determined as invalid will not be settled.

9. Force Majeure

Influencerrate shall not be liable to the affiliate for any delay or failure to perform due to causes beyond the reasonable control of Influencerrate, including but not limited to natural disasters, strikes, riots, material shortages or rationing, acts of war, acts of government, failure of communications or other facilities or serious injury or death.

10. Duty of confidentiality

10.1 Party B shall keep the contents of this agreement and confidential or proprietary information obtained from Party A or reasonably determined to be confidential or proprietary based on the nature of such information or the manner in which it is or will be disclosed(including but not limited to technical secrets, customers, business plans, marketing activities, product prices, sales plans, incentive policies, customer lists, financial information, technical secrets, etc.) (collectively referred to as &qutos;confidential information&qutos;) confidential, and such obligation shall not be waived by the termination of this agreement.

10.2 Party B is aware that the above confidential information is of vital importance to Party A and undertakes to use the confidential information only to perform its obligations under this agreement and return or destroy such confidential information immediately upon termination of this agreement. In addition, Party B shall not be entitled to use or disclose or provide the confidential information to any third party, and in the event of any breach, Party B shall indemnify Party A for all losses caused by such breach. This duty of confidentiality shall also bind Party B’s employees, and Party B shall be jointly and severally liable in the name of the company.

11. Integrity Clause

Both parties agree that it is of great significance to combat job crimes and prevent crimes such as bribery of business personnel, to maintain the image and interests of their respective companies, to maintain the integrity of the network market, and to maintain national law and discipline. To this end, both parties undertake to abide this integrity clause, abide by the laws of the country, and ensure that their respective business personnel or any other personnel related to the agreement will not provide any direct or indirect bribes, private kickbacks, gifts of large consumer cards and other illegal and criminal acts to each other's business personnel or any personnel related to the agreement. Once such behavior is found, both parties shall cooperate to investigate and verify, strictly supervise and seriously deal with it, and if it constitutes a crime, it shall be reported to the public security authorities.