SinoNetwork Ad Union - SinoTech Network

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Please read the following website cooperation agreement.

SinoNetwork Cooperation agreement

INTRODUCTION: 
The ownership and operation of SinoNetwork belongs to SinoTech Media Technology Co., Ltd (Beijing) , hereinafter referred to as "SinoTech". The provision of services by Advertisers and Publisers within SinoNetwork must be issued in accordance with SinoTech’s terms of service and operational rules, both of which are strictly enforced. Upon completing the registration process users will be asked to click "I agree entirely with all the terms", confirming acceptance of the terms of service.

Article 1 (Definition) 
1. Publishers, Cooperating website, Visitors 
Publishers refers to the individuals, legal persons or organizations who sign the agreement with SinoNetwork and publish advertisements from SinoNetwork’s advertisers on their websites in order to earn commissions. Cooperating website(s) are the website(s) owned or managed by the Publishers.  
A visitor is any user of the Internet who is attracted by any advertisement on any Cooperating website and visits an advertiser’s website..

2. Advertisers, Advertiser’s website 
Advertisers are the legal persons or organizations who authorize SinoNetwork to release their advertisement(s) and agree to pay SinoTech for the advertisement. Advertisers own products, commodities or services that can be promoted and/or traded through on-line marketing. Advertisers must sign an agreement with SinoNetwork in order to release advertisement(s) . 
Advertisers’ website(s) are the site(s) owned or operated by advertisers that  promote and/or provide products and/or services.

3. SinoNetwork Paid Service, SinoNetwork, Marketing campaign
“SinoNetwork Paid Service” is the service offered by SinoNetwork that uses the Internet as a medium to facilitate on-line marketing campaigns of advertisers and publishers..
“SinoNetwork” is the paid platform upon which both advertisers and publishers conduct marketing campaigns and through which commissions are calculated.  
”Marketing campaign” is the general designation of all the on-line marketing activities released by advertisers. All the marketing campaigns will be released on one or more publisher’s cooperating websites.

4. Sales and Click
”Sales” refers to any instance when a Visitor buys any advertiser’s product(s) or service(s) through SinoNetwork. 
“Click” refers to visitor’s clicking on the advertisement(s) on the publisher’s website(s). 
A. Pay-per-page 
Payment based on frequency of page views. 
B. Pay-per-click 
Payment based on number of clicks through the banner, text link rich media and other ways the publisher guides the visitor to click on advertisements. 
C. Pay-per-action 
Payment based on specified user behaviours such as inquiry, registration, etc.  Payment amounts are set before the marketing campaign begins. 
D. Pay-per-sales 
1), When visitors buy goods or services from the advertiser via the links of a publisher’s website , SinoNetwork pays the publisher a fixed commission based on prior agreement. 
2) In this scenario, the buyer’s purchase of goods or services must be complete, and not canceled or refunded. If the goods or services are returned or the transaction is otherwise canceled, it can not be regarded as a sale.  
5.SinoTech Payment 
SinoTech Payment refers to the payment by SinoNetwork to publishers based on the scenarios described in article 4 sections A-D above. 
6. LINKS 
”Links” refers to the banner, text linkage, button or pictures, etc., produced by the advertiser or SinoNetwor, that are released on publishers’ websites. 
7. Effective action 
Visitors click the advertisement on publisher’s website and perform the required outcome requested by the advertiser.

Article 2 (Notice of Terms and Criteria) 
1. If publishers submit their information here, SinoNetwork will acknowledge the  application by email or other communications. 
2. SinoNetwork reserves the right to change the terms. Any changes will be announced on the SinoNetwork platform. Changed terms take effect 10 days after announcements.. 
3. The agreement is valid for a one year period, and will automatically continue in effect after one year so long as a publisher has not terminated.

Article 3 (Other Provisions) 
The issues not mentioned in this agreement will be dealt with in accordance with relevant laws and regulations.

Article 4 (Registration Procedures) 
1. Before becoming a publisher on SinoNetwork, you should first agree with all the terms of this agreement and submit your application. 
2. SinoNetwork will notify applicants by e-mail as soon as possible to confirm receipt of registration; user name and password will be sent to the applicant’s’ email address..

Article 5 (Qualification for Application) 
1. SinoNetwork reserves the right to reject ineligible applicants based on (but not limited to) any one or more of the following conditions:  
The application form
1) Provides false information; 
2) Fails to satisfy the requirements for other application conditions. 
Applicant website or advertisement promotes, presents, or advocates one or more of the following: 
3) obscenity, pornography; 
4) description of violence, terror; 
5) Descrimination based on nationality, ethnicity, gender, race, age or against persons with disabilities; 
6) criminal and illegal acts; 
7) infringe the results of CHANet network or others copyright, property rights; 
8) defamation of others, and/or harmful insults 
9) breach public order and customs; 
10) breach of laws and regulations; 
11) other conditions disallowed by SinoNetwork 
: 
12) Disabling of cookies; 
13) applicant is younger than 18 years of age.
2. If an application is refused, the applicant can re-apply after changing the unqualified conditions.

Article 6 (SinoNetwork Obligations) 
1. In the absence of specified limitations, SinoNetwork can provide the personal information provided by its users or related statistical information to third parties and/or can publish it on its server. But SinoNetwork can not disclose any information that is unrelated to the business or that is required by party A to be kept confidential. Certain types of information disclosure required by relevant laws and regulations are the exception.

2. In accordance with the principles of honesty and proper business practice,  SinoNetwork monitors the actual performance of marketing campaign and reports the cost fairly. Upon special request by publishers, SinoNetwork can provide information or consultancy services based on separate agreement.

Article 7 (Publishers’ Obligations) 
1. Publishers can not object to report’s data without providing reasonable evidence.  
2. Publishers can not release illegal Ad designs or creations, that could possibly damage the reputation of SinoNetwork. 
3. If the terms of this agreement change and publishers continue to use the SinoNetwork service, the publishers agree to the changed terms by default. Publishers that do not agree to any changed terms should communicate in writing to withdraw from SinoNetwork. 
4. Publishers can not change the Ad contents, text, picture or video from SinoNetwork or the third party without written permission. 
5. As required by SinoNetwork or the advertiser, the publisher should change or modify the contents, text or pictures under the cooperation agreement to ensure the correctness and proper integration of the Ad. 
6. If a publisher does one or more of the following, SinoNetwork has the right to immediately cancel its elibibility and Account:
1) illegal use of the Account of other publishers, advertisers, or SinoNetwork. 
2) change the Ad code or give the code to other parties without permission from SinoNetwork. 
3) transfer the service without SinoNetwork’s permission. 
4) infringe on SinoNetwork’s or the third party’s intellectual property rights (including copyright) or other rights. 
5) present public information, articles, graphics, photographs, or other information that breach standard customs, practices, and/or the law. 
6) criminal acts. 
7) damage the reputation of SinoNetwork through email or other message
8) breach of the relevant laws and rules of conduct. 
9) refusal to receive emails from SinoNetwork. 
10) release of advertisements onto the website(s) of unregistered publishers. 
11) Cheating behaviors such as completing false "effective actions" through spam, BBS, and other means.
12) Other content or behavior banned by Sinonetwork.
7. If a publisher’s key information changes, including web site address, Email, Phone, etc., the publisher should update the information in a timely fashion. 
8., If a publisher does not remove the Ad code after the period of paid Ad validity closes , SinoNetwork reserves the right to continue to publish other Ads to the code without incurring an obligation to pay the publisher.

Article 8 (Rights of Publishers) 
1. Applicants can register, receive confirmation from SinoNetwork, activate  accounts by clicking the hyperlink provided by SinoNetwork, and formally become publishers enjoying the SinoNetwork service. 
2. Advertising costs settlement: SinoNetwork and publishers clear fees according to the number of "effective actions": An effective action results in one unit price of effective action on the program.
3. Payment: 
1) Publishers can log on to review the marketing results reports SinoNetwork will provide that will be based on the actual number of ads released and the actual number of effective units in a given time period
2) The site's ads revenue will be determined by the actual data and unit price from the above mentioned report. Usually, SinoNetwork will affirm the results in the current month that the effective action happens and pay publishers on the last day of the next natural month (or the first working day after any delay caused by weekend or national holiday) according to the affirmed results.
3) If the advertisers postpone the ads fee, the payment to publishers will be delayed correspondingly.
4) The minimum payment is 100 RMB. If the fee in the month is less than 100RMB, it will be accrued to be settled the following month.
5) Payment methods announced by SinoNetwork are regarded as standard.
6) SinoNetwork can change the “effective action” billing method according to the needs of advertisers.
7) Publishers shall bear the relevant taxes and remittance fees caused by payment. Bank rate is as the standard of Remittance fee. Taxes will be paid according to reward and legal persons can provide an invoice with stamp and the company name as it appears in the contract. 
8）If any deception or plagiarism is discovered related to any confirmed "effective behavior", SinoNetwork has the right to stop the behavior and to refuse to pay the offending party
9) If any problem arises from any false information in an account given by the publisher, SinoNetwork is free of responsibility and will not pay for or compensate for it. If the commission is rejected due to the above reason, SinoNetwork will immediately send e-mails to inform the publisher to modify the account accordingly  If the correction is not made after three months, then the commission balance owed will become zero clear, and any liability for compensation shall be borne by the publisher.

4. Payment in the case of Contract termination
1) When the contract terminates, SinoNetwork pays in hundreds, and sums less than 100 RMB will not be paid. 2) If the contract terminates due to terms 3 or 4 of article 17, SinoNetwork has the right not to pay.

Article 9 (Publisher's Account Number and Password Management) The publisher is in charge of the account number and the code and is responsible for any illegal use of them. If the publisher knows the account number is being used illegally, it should inform SinoNetwork in a timely fashion.

Article 10 (Information) 
SinoNetwork provides the publisher with various related information services through email and periodically sends announcements and information regarding special activities. 
If a publisher does not want to receive this information, it can so indicate at registration. Otherwise SinoNetwork believes that the publisher accepts this information service by default.

Article 11 (Ad Creation)
When a publisher fails to follow defined specifications for advertising creation,  SinoNetwork reserves the right to revise or remove the publisher’s qualifications.

Article 12 (Suspension of Services)
1. SinoNetwork provides 24x7 service, except for brief periods of infrequent routine maintenance. 2. SinoNetwork reserves the right to terminate the service due to the following reasons: 1) Circumstances such as technical overhauls, or repair to mechanical devices; 2) Circumstances such as malfunction in basic telecommunications services; 3) Other reasons that force SinoNetwork to terminate its service or to provide it within any specified time limits

Article 13 (Visitor Services)
Advertisers and visitors are responsible for everything that occurs within a product sale transaction including ordering, payment, fulfillment, product returns, after-sale service, etc.  
Article 14 (Sinotech Detection) 
The data provided by SinoNetwork（http://www.sinoads.com.cn/cn/index.htm）is regarded as the standard for measuring the effective actions caused by the clicks on cooperating sites.

Article 15 (Payment Principle)
Advertisers shall pay publishers through the SinoNetwork system. SinoNetwork is entrusted by the advertisers to pay publishers and will fulfill this obligation after SinoNetwork receives the entire campaign fee from advertisers. Advertisers must bear all losses caused by their delay in payment -,SinoNetwork bears no responsibility in such instances.

Article 16 (Use of Logo)
Both parties can use the site logo of the other party to show the cooperating relationship.

Article 17 (Use Restrictions and Contract Termination)
1. Publishers wishing to terminate their contract shall apply to terminate by email or other means. SinoNetwork will send a reply after the email or other communication is received.
2. If a campaign is interrupted or terminated for any special reason of the advertiser or based on changes to the relationship between the advertiser and SinoNetwork, SinoNetwork, in principle, is responsible for informing the publisher two working days in advance, except in case of an emergency. Fees are not calculated from the day when the campaign is interrupted or terminated.
3. If a publisher never logs on to the SinoNetwork management service center during the course of 6 months, the account will be canceled and the contract will be terminated.
4. After successful registration by a publisher, if there is no effective behavior in one year, or the publisher rejects email from SinoNetwork 3 times, the agreement becomes invalid automatically. In such a case the publisher’s account shall be canceled and any remaining payment will not be made. 
5. If item 3 or 5 of article 7 occurs, SinoNetwork has the right to terminate the agreement (even if the registration has been completed).

Article 18 (Compensation for Damages)
SinoNetwork take no responsibilities for damages to publishers in any period without any performance. If a publisher harms SinoNetwork economically or materially, the publisher takes responsibility. SinoNetwork is not responsible for any loss caused by a publishers to any third party.

Article 19 (Notification and Variation) Publishers should log on to SinoNetwork website regularly to renew the exchange of information and various data. If any false data is found, publisher has the responsibility to inform SinoNetwork in timely fashion；otherwise, SinoNetwork does not take any responsibility or fault.

Article 20 (Effective Notice) 
1. After SinoNetwork sends an email to the publisher’s email box provided by the publisher, SinoNetwork can reasonably believe that the publisher has received the email in a timely fashion, whether the publisher responds to the email or not.  
2. The receiver of the email should respond if they have received the email (or should notify SinoNetwork if they have not).

Article 21 (Contact) 
SinoNetwork and publishers keep in contact through email. During the contract service period, publishers shall not reject emails from advertisers nor refuse to be in contact with advertisers.

Article 22 (Escape Clause) 
1.SinoNetwork will not take responsibility for service failures due to natural disasters or force majeure.
2. SinoNetwork will not take responsibility for service failures caused by publishers. 
3. SinoNetwork will not take responsibility for the correctness or authenticity of information or data. 
4. SinoNetwork will not take responsibility for publishers’ or visitor's illegal conduct or behavior.

Article 23 (Dispute of Terms) 
Publishers and SinoNetwork agree to: 
1. The two sides should resolve any and all disputes in a harmonious and friendly manner. 
2. If a dispute can not be resolved through negotiation, the disputes should be filed to the local Court of Arbitration at the location of SinoNetwork.

Article 24 (Application Conditions) 
Applicants must accept unconditionally all of the above terms as the precondition to continue to apply.

SinoTech (Biejing) Media Technology Co., Ltd.

May 4th, 2008

Publisher Registeration