# UniAgency System User Agreement

Thank you for using the UniAgency Self-Placement System; the UniAgency System is operated by Tecdo Hong Kong kong Limited and its affiliates, and will be provided by qualified service providers for specific products and services. By accessing, registering, editing or publishing advertising information or using our products or services (collectively referred to as "Services") on the System, you are deemed to have read and agreed to accept the following Service Agreement. If you do not agree to any of the following, please stop accessing the System immediately

UniAgency System User Agreement was last updated on 2022/7/11.

## 1. General

The content of this agreement includes the text of the agreement and each individual service agreement, including but not limited to service introduction, effective time of service agreement, service change, interruption, termination, user privacy system, advertisement placement and other agreements. Unless otherwise expressly stated, any services provided by the UniAgency system are governed by this Agreement.

## 2. Introduction to system services

(1) Tecdo Hongkong Limited and its affiliates use the UniAgency system to provide users with various authorized channel platforms through the Internet, such as Facebook, Google, YouTube, Tiktok and other channel platforms. Users who apply for opening an account in the UniAgency system must have the legal qualifications of an entity enterprise, and have non-infringing imitation or officially authorized products developed by the user; considering the importance of the UniAgency system user services, the user understands and agrees: the user needs to Provide timely, detailed and accurate company information, and all originally entered company information will be referenced as registration information. If the information provided by the user is inaccurate, Tecdo Hong kong Limited and its affiliates reserve the right to terminate the user's use of UniAgency services. While enjoying UniAgency user services, users agree to accept various information services provided by UniAgency user services, including but not limited to EDM, SMS, information push and other services and activity information.

&#x20;(2) UniAgency system users entrust Tecdo Hong kong Limited and its affiliates to open an advertisement placement account for a certain channel displayed in the system. If UniAgency system users have other additional service requirements or unfinished matters, including but not limited to operating accounts on behalf of them, Optimized design, creative services, strategic consulting and other value-added services that can be realized by service providers in the UniAgency platform. The price of the value-added services is subject to the display on the website page; if other services on the website will be launched in the future, the specific content and form of the event will be based on The display on the website page shall prevail.&#x20;

(3) If the user chooses to use each/a service content published on this website, it is deemed to agree and accept the content of this agreement, and is willing to establish a cooperative relationship with the provider of each service, follow the UniAgency system rules, know and accept If the service price and service content violate the content of this agreement, Tecdo Hong kong Limited and its affiliates have the right to suspend or terminate the advertising service, and have the right to require the user to be liable for damages.

## 3. Entry into force and termination of the service agreement

(1) From the time of agreeing to this service agreement to the termination of the service, the user will place commercial advertisements on the channel platform (for specific channel resources, please refer to the website announcement and the channel platform selected by the user) in the UniAgency system. The user understands and agrees that Tecdo Hong kong Limited and its affiliates only act as the operator of the UniAgency system, and the user will establish a cooperative relationship with the party or affiliates that provide services on the UniAgency platform according to the service selected and the currency used. The partnership does not affect the rights and interests of users in the UniAgency system.&#x20;

(2) When UniAgency users voluntarily stop using the system services, they must notify Tecdo Hong kong Limited and its affiliates in writing 15 working days in advance, and the service can only be terminated after confirmation by Tecdo Hong kong Limited and its affiliates.

## **4.** Service change, interruption, termination

(1) Users know and agree that because this service involves Internet services, it may objectively be affected by unstable factors in various links. Therefore, any risk of service interruption, cancellation or termination caused by force majeure, computer virus or hacker attack, system instability, GSM network, Internet network, communication line and other reasons that cannot be predicted or controlled by the system, thereby causing the user UniAgency is not liable for damages.&#x20;

(2) The system needs to repair or maintain the platform or related equipment that provides network services on a regular or irregular basis; UniAgency is not responsible for any interruption within a reasonable time, but UniAgency should give advance notice as much as possible.&#x20;

(3) The user understands and agrees that, except as otherwise provided in this service agreement, in view of the particularity of network services, UniAgency system may change, interrupt or terminate part or all of network services, UniAgency does not need to assume any responsibility for this, but UniAgency Advance notice should be given as much as possible, and you should be given as much time as possible to process the benefits.&#x20;

(4) UniAgency has the right to publish and update the service content from time to time through the UniAgency system website, but UniAgency promises that such updated service content will not damage the user's existing rights and interests; the user knows and agrees that such updated service content and prices from time to time will constitute The user can choose the content of such services according to their needs and establish a cooperative relationship with the service provider; once the user chooses such services, it is deemed to be bound by this agreement and accepts the content and price of such services; if such services If the price fluctuates or adjusts, UniAgency will communicate with users in advance.

## 5. Fee payment

(1) Users will recharge in the UniAgency system according to their own needs, and recharge according to the minimum recharge amount indicated on the UniAgency system page.&#x20;

(2) The user knows and agrees that if he chooses other value-added services announced by the UniAgency system, he shall pay according to the price, content, payment method and other information indicated in the service item.&#x20;

(3) UniAgency will provide users with a variety of payment methods. These payment methods are implemented in accordance with the rules of the payment system provider, and these payment methods meet the qualification requirements. The user understands and agrees to pay in accordance with the UniAgency system and payment system prompts ; The user knows and agrees to choose a certain payment method, which means to accept the rules and requirements of the payment system.

(4) The user understands and agrees that the advertising accounts opened by him are all overseas advertising accounts, and the amount of RMB paid by him will be settled into USD and recharged into his advertising account through a legal third-party payment system. Therefore, UniAgency and service providers will For the demand submitted by the user in the UniAgency system, a pro forma invoice (ie invoice) of the corresponding amount will be issued.&#x20;

(5) The user understands and agrees that Tecdo Hong Kong Limited and its affiliates have the right to suspend or terminate the provision of services to the user when the account balance in the user's UniAgency system is insufficient.

(6) Users of UniAgency system shall prepay the relevant advertising expenses to Tecdo Hong Kong Kong Limited and its affiliated companies according to their own account opening and placement plans, and Tecdo Hong Kong Limited and its affiliated companies shall provide stamped vouchers or receipts of the prepayment.&#x20;

(7) Both parties agree to use UniAgency's system statistics (which can be viewed in \[Asset Management] - Advertising Fee Detail List) as the basis for verification of the service content of this agreement. If the UniAgency system user disagrees with the advertisement consumption data, he/she shall raise the objection within 3 natural days after obtaining the data (if no objection is raised after the deadline, it shall be considered as no objection), and Tecdo Hong kong Limited and its affiliates shall provide the relevant data and basis to the UniAgency system user in time after receiving the objection for the UniAgency system user to Verification.

## 6. Advertising services

(1) During the period of this agreement, after the user completes the recharge, Tecdo Hong kong Limited and its affiliates shall ensure that the UniAgency system users are provided with corresponding system services and its affiliates provide certain/various services, including but not limited to development and recharge, Services such as independent delivery, customer-selected optimization, etc. If the user has any objection to the service, he should submit a written request in a timely manner, and Tecdo Hong kong Limited and its affiliates shall report to Tecdo Hong kong Limited and its affiliates in accordance with the objections and requirements raised by the users of the UniAgency system. The resource platform will coordinate, communicate or appeal, and both parties will negotiate and resolve the objection; if the UniAgency system user does not submit a written submission in a timely manner, it will be deemed that there is no objection.

(2) During the advertising period, if there is a need for optimization of the projects of the users of UniAgency system users, users can choose to use them according to the service content published on the website. The service standards are communicated in a timely manner and the corresponding optimization settings are made, so that the advertising effect of UniAgency system users can meet the customer's expectations as much as possible.&#x20;

(3) If UniAgency system users conduct illegal operations (including but not limited to violations of this contract, violation of any laws, regulations, policies, public ethics and media regulations, etc.), UniAgency has the right to immediately take the following actions before notifying users. Measures: All accounts under the same entity will be permanently closed and offline, and the paid account opening fee, service fee, handling fee, deposit, etc. will not be returned. If the advertising platform imposes liquidated damages on the user's advertising account due to the user's own reasons (specifically, the user receives the notification from the advertising platform), the liquidated damages are all borne by the user. At the same time, the user must pay a fine to Tecdo Hong kong Limited and its affiliates, and the fine is charged at USD 1,000 per advertising account.

## 7. Function software subscription

(1) Subscription service content: After users receive a free experience or pay for a subscription service, they can continue to access UniAgency's reports and subscription content within a certain service period, and can experience new functions first.

&#x20;(2) Instructions for subscription payment: The user understands and agrees that the subscription service is a paid service, and UniAgency will charge a fee for the use of value-added services. Users can check the specific period of subscription services and the corresponding fees on the relevant service page and choose the type of service by themselves. After the subscription function is turned on, regardless of whether the user actually uses the service or accesses electronic content within the corresponding service period, the paid fees cannot be refunded. At the same time, UniAgency has the right to revise the charging standards and rules related to membership subscription services from time to time at its own discretion. Such standards and rules will take effect once they are published and constitute an effective part of these terms. If the user does not agree with the aforementioned standards, rules and their revisions, the user has the right to stop using the subscription service. If the user continues to use the subscription service, it is deemed to have agreed to the relevant content.&#x20;

(3) If a user of UniAgency system carries out illegal operation (including but not limited to violation of this agreement, violation of any laws, regulations, policies, public moral codes and media regulations and other violations), UniAgency has the right to take the following measures immediately before notifying the user: all accounts under the same subject will be permanently blocked and taken offline, and the account opening fees, service fees, handling fees and deposits paid will not be returned. The account opening fee, service fee, handling fee and deposit paid will not be refunded. If the advertising platform imposes a default fee on the user's advertising account due to the user's own reasons (subject to the user's receipt of the notification from the advertising platform), the default fee shall be fully borne by the user. At the same time, the User shall pay a penalty fee to Tecdo Hong kong Limited and its affiliated companies at the rate of US$1,000 per advertising account.&#x20;

(4) The User shall be responsible for developing and maintaining its own customer network and assisting its customers to place advertisements on the media platform through the services provided by the UniAgency system. At the same time, the user shall handle all legal relationships with its clients and bear full legal responsibility for the actions and faults of its clients; UniAgency System shall not bear any responsibility for the legal relationships between our clients and between us and our clients, and the user shall compensate for any losses caused to UniAgency.

## 8. Representations and warranties

(1) Since the user chooses to agree to this agreement, both parties declare, represent and warrant to each other as follows:&#x20;

(2) It is a legally established and validly existing company and is qualified to engage in the transaction under this contract, and the transaction complies with the provisions of its business scope;

(3) It has full authority to enter into this contract and has the ability to perform its obligations under this contract; and such performance of obligations does not violate any restrictions on its binding legal documents;

## 9. Agreement breach and termination

From and after User elects to agree to this Agreement, the parties represent, represent and warrant to each other that.&#x20;

(1) It is a legally established and validly existing corporation and is qualified to engage in the transactions under this Agreement, and such transactions are within the scope of its business.&#x20;

(2) It may enter into this Agreement at its sole discretion and is capable of performing its obligations hereunder; and that such performance is not in violation of any legal document binding upon it.&#x20;

(3) The User shall be fully responsible for the account opening materials submitted (including but not limited to the name of the account opening company, address of the account opening company, business license, etc.) and guarantee that it has obtained the corresponding full authorization, and if UniAgency suffers from any third party's rights recourse due to the User's insufficient authorization of the account opening materials, the User shall bear full legal responsibility.

&#x20;(4) The user guarantees that the product information and advertising content (not limited to pictures, text, fonts, video, audio, etc.) placed by the user are true, legal and legitimate, and that the user enjoys full intellectual property rights or the corresponding legal license to use them during the advertising period, and that they will not violate any laws, rules, regulations, policies, public moral codes, or the policies of the country or region where the advertising is placed. UniAgency's policy, the advertising regulations of the delivery channel/media platform, and the legitimate rights and interests of any third party.



## 10. Breach of Agreement and Cancellation

(1) From the time the user chooses to agree to this Agreement, the user and UniAgency may make changes and modifications to this Agreement after reaching a written agreement to confirm the agreement.&#x20;

(2) Unless otherwise agreed in this Agreement, any violation or non-compliance of any agreement in this Agreement by UniAgency during the cooperation period shall result in economic losses (the "losses" referred to in this Agreement include, but not limited to, economic losses, litigation costs, attorney's fees, security fees, notary fees, audit fees, security guarantee fees, travel fees, appraisal fees and other reasonable costs for the defense of rights) caused by UniAgency.&#x20;

(3) The user shall not cancel the agreement at will; if it is necessary to cancel the agreement, the user shall inform the UniAgency system user in writing 15 working days in advance, and the agreement shall be cancelled only after confirmation by the UniAgency system user, but the orders already confirmed by both parties or orders already placed by the UniAgency system user with Tecdo Hong kong Limited and its affiliated companies shall be executed in accordance with this agreement. still be executed in accordance with this Agreement.&#x20;

(4) UniAgency system user and Tecdo Hong kong Limited and its affiliates agree that when the laws, administrative rules and regulations under which this agreement is concluded change, both parties shall negotiate to change the relevant content; when the objective circumstances under which this agreement is concluded change significantly, which makes the performance of this agreement impossible, after UniAgency system user and Tecdo Hong kong Limited and its affiliates&#x20;

(5) Either party may terminate this Agreement due to bankruptcy, legal liquidation or liquidation of one of the parties to this Agreement and shall notify the other party in writing, but both parties shall still perform their outstanding obligations to each other.

## 11. Force majeure and exclusion of liability

(1) Force majeure means an event which is beyond human control, unforeseeable or unavoidable even if encountered, which prevents, affects or delays the performance by either party of all or part of its obligations under the Agreement. Such events include, but are not limited to, acts of government, natural disasters, war, and epidemics. Given the special nature of the Internet, force majeure also includes the following circumstances that affect the normal operation of the Internet: (1) computer viruses; (2) hacker attacks; (3) network failures; (4) significant impacts caused by service delays, service barriers, or technical adjustments of bandwidth or other network equipment or technology providers; (5) server failures; (6) power failures; and (7) failures of recharge systems. If the advertisement placement service under this Agreement involves placement overseas (i.e. in countries or regions other than mainland China (excluding Hong Kong, Macao and Taiwan)), force majeure also includes: (1) changes in China's control policies on overseas trade; (2) implementation or changes in relevant laws, regulations, policies, controls, trade restrictions on China in the country or region to which the advertisement placement destination or placement channel/media platform belongs; (3) New or changed international treaties, etc.; (4) Changes in the policies of the media platform where the advertisement is placed or problems with its advertising qualifications, etc.&#x20;

(2) The party that cannot perform this Agreement due to force majeure shall notify the other party of the cause of force majeure and its predicted impact within three business days from the date of occurrence of the force majeure. In addition, the party who is unable to perform this Agreement due to force majeure shall perform its obligations under this Agreement as soon as possible after the cause of force majeure is removed. If a party is unable to perform or there is no longer any point in performing its obligations due to force majeure, or if the force majeure continues for more than 90 days, either party may terminate this Agreement by written notice to all other parties, except for the advertising service that Party B has completed before it becomes aware of the force majeure, or the advertising service that has placed a placement plan or order with the placement channel/media platform.

## 12、Refund process&#x20;

If a user needs to cancel or terminate the system service in advance according to the aforementioned terms and conditions, the user can apply for a refund after UniAgency verifies whether his or her advertising account is suspected of irregularities and account arrears, if the balance of the user's account still exists. Refunds need to follow the following rules.&#x20;

(1) When users stop using the system service on their own initiative, they must inform Tecdo Hong kong Limited and its affiliated companies in writing 15 working days in advance and contact the relevant CM for account suspension.&#x20;

(2) The service can be terminated only after UniAgency confirms that all the advertising accounts under the user and its affiliated entities have been settled. If there is any outstanding amount in the account, UniAgency has the right to deduct it directly from the balance of any of the user's account; if the balance is not sufficient to pay the entire outstanding amount, the user shall pay it to the designated If the balance is not enough to pay the whole amount, the user should pay it to the designated bank account within 15 working days after receiving UniAgency's notice.&#x20;

(3) If UniAgency has issued an invoice to the user for a certain part of the payment, no refund will be accepted for that part of the payment.&#x20;

(4) The above amount returned to the user's account in RMB or USD, depending on the user's initial top-up currency, and the refund will be completed within 30 working days from the date of the user's application for refund.&#x20;

## 13、Intellectual property and confidentiality clause&#x20;

(1) All hardware, software, programs, passwords, trade names, technologies, licenses, patents, trademarks, technical knowledge, etc. used by UniAgency and system users belong to the owners of each party, and there is no defect of rights, the rest of the parties and third parties do not have any rights or interests in this regard.&#x20;

(2) Confidential information or information, trade secrets, technical secrets, etc. (hereinafter referred to as "Confidential Information") of the other party that either party has knowledge of or access to as a result of the signing or performance of this Agreement shall not be disclosed or made public to third parties during the term of the Agreement or after the termination of the Agreement.&#x20;

(3) The confidentiality obligations stipulated in this Article shall remain in effect until after the termination of this Agreement.&#x20;

## 14、Change and Interpretation of the Agreement&#x20;

(1) This Agreement shall be effective from the time the system user agrees to it. In case of modification or change, Tecdo Hong kong Limited and its affiliated companies shall notify it in the UniAgency system and confirm it by the user.&#x20;

(2) Changes in laws, regulations or judicial interpretations that cause any provision in this Agreement to become illegal, invalid or lose enforceability shall also not affect the legality, validity or enforceability of other provisions of this Agreement. In such case, the parties shall negotiate in good faith to replace the illegal, invalid or unenforceable provision with the one that best achieves its purpose and objectives as soon as possible.&#x20;

(3) This Agreement is written in Chinese and the headings attached to each provision are for convenience of reference only and shall not affect the interpretation of each provision.&#x20;

(4) The content and rules displayed on the UniAgency system website, together with this agreement, constitute the content of cooperation with users.&#x20;

## 15、Dispute resolution&#x20;

(1) The laws of the People's Republic of China shall apply to this agreement.&#x20;

(2) This agreement is based on the mutual trust and understanding between the parties for honest performance. If any party violates the provisions of this Agreement or disagrees with the interpretation of this Agreement, the parties shall negotiate in good faith and then settle the matter. If the negotiation fails, either party shall have the right to file a lawsuit with the People's Court of Tianhe District, Guangzhou, where the agreement is performed.
