PUBLISHER TERMS AND CONDITIONS BY CLICKING THE “ACCEPT” BUTTON, YOU, AS THE PUBLISHER, ARE CONSENTING TO BE BOUND BY THESE PUBLISHER TERMS AND CONDITIONS. YOU REPRESENT, WARRANT AND CONVEANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH HEREUNDER. IF YOU WORK FOR OR REPRESENT A COMPANY OR OTHER ENTITY, YOU FUTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO REPRESENT AND EXECUTE THESE PUBLISHER TERMS AND CONDITIONS ON BEHALF OF SUCH COMPANY OR ENTITY. The updated Publisher Terms and Conditions will replace any other version Terms and Conditions you accepted before. If accepted the Mobpartner Affiliation Terms and Conditions through the website at http://www.cheetahmedialink.com/term-and-conditions/, the Mobpartner Affiliation Terms and Conditions will be deemed as terminated immediately after your acceptance of the Publisher Terms and Conditions herein. 1.DEFINITIONS Unless the context otherwise requires, capitalized term used hereunder is defined as follows: Advertiser: Cheetah’s client that promotes its products and/or services to a mobile user through Cheetah for Publishers. •Advertisement Content: content that provided by an Advertiser for the needs of a Mobile Campaign. •Publisher’s Account: the account Publisher registers on Cheetah for Publishers at http://peg.cmcm.com/. •Publisher Link: Internet links provided by Cheetah for the promotion and distribution of the Advertiser’s Mobile Campaigns, and which redirects to the Advertiser mobile website and/or marketplace. •Publisher Medium: websites or applications operated by the Publisher. •Publisher Services: the promotional methods and traffic inventory used by the Publisher to promote Mobile Campaigns. •Charge-back: a debit (deduction) to the Publisher’s Remuneration in an amount previously credited to this Remuneration. •Cheetah for Publishers: Cheetah’s advertising network platform which enables advertiser to purchase advertising inventory from Publishers. •Mobile Campaign: the promotion and distribution of the Advertiser’s promotional content on Publisher Medium via Publisher Links and Publisher Services in the aim of generating Transactions. •Mobile Campaign Conditions: all conditions, modalities and/or restrictions imposed by the Advertiser for the promotion and distribution of the Advertisement Content via Publisher Links and Publisher Services. •Net Revenue: revenue that Cheetah actually received from advertisers, deducting the costs and expenses incurred during the Mobile Campaign by Cheetah, including but not limited to operation costs, technical support costs and server costs. •Transaction: action defined by the Advertiser in the Campaign Conditions (including but not limited to viewing, clicks and downloading), which is voluntarily made by an end-user via a Publisher Link. •Tracking Code: code provided by Cheetah enabling the tracking of end-user Transactions generated by a Publisher Link. 2. PURPOSE These Publisher Terms and Conditions define the terms and conditions under which, Cheetah , cooperates with Publisher to optimize and monetize the traffic that Publisher owns or authorized to operate (collectively referred to as “Publisher Inventory”) by promoting Mobile Campaigns via Publisher Link and Publisher Services. 3. ENTIRE AGREEMENT These Publisher Terms and Conditions constitute the entire agreement between Cheetah and Publisher and supersede all previous written or verbal communications or agreements. Cheetah shall have the right to amend, change or update these Publisher Terms and Conditions, in whole or in part, at any time in its sole discretion (collectively referred to as “Updates”). The Publisher shall be notified of any Updates by email at least 24 hours in advance. The Publisher shall make corresponding adjustment according to the Updates. If the Publisher does not agree with any Updates, in whole or in part, Publisher shall notify Cheetah in writing to terminate these Publisher Terms and Conditions within 5 days upon receipt of Updates notice, otherwise the Publisher shall be deemed to consent to the related Updates. 4.PUBLISHER SERVICES A.VALIDITY CONDITIONS The Publisher Services hereunder may be provided by a) any individual with full legal capacity under the applicable law, e.g. at least 18 years old or as otherwise stipulated under the applicable law; b) any legal entities registered and validly existing under the applicable law, subject to providing the relevant identification information and/or documentation to Cheetah as set forth below: • If the Publisher is an individual: Name, courier address, email address, name of the contact person; 1 photocopy of his/her identification document (e.g. passport, national identification card or driver’s license); Bank account details imperatively matching the Publisher’s name. • If the Publisher is a legal entity: Name and courier address, email address, name of the contact person. 1 photocopy of the certificate of registration. For certificate of registration in non-English language, a translation copy certified by notary; Bank account details imperatively matching the Publisher’s name. The Publisher represents and warrants that any information and/or documentation provided to Cheetah is complete, true and valid, otherwise these Publisher Terms and Conditions shall forthwith be invalid with retrospective effect. B. DESCRIPTION OF THE PUBLISHER SERVICES The Publisher shall promote Mobile Campaigns according to the Mobile Campaign Conditions. The Publisher’s participation in a Mobile Campaign will be deemed as its acceptance of the Campaign Conditions without any reservation by Publisher. Cheetah reserves the right to make any modification, update or termination of a Mobile Campaign and/or Mobile Campaign Conditions from time to time upon notice to Publisher. The Publisher shall complete the modification within 24 hours after receipt of the notice. Cheetah reserves the right to retain any payments if the Publisher fails to complete any related modification, update or termination in accordance with the terms of the notice. Cheetah reserves the right to withdraw Publisher from any ongoing Mobile Campaign at its sole discretion with immediate effect with or without cause. Cheetah will take no liability for such withdrawal. 5.PUBLISHER OBLIGATIONS A.ACCURATE AND UP-TO-DATE PUBLISHER INFORMATION The Publisher undertakes to i) provide Cheetah with accurate information about Publisher’s identification and Publisher medium, traffic, placement, clear and complete description of all promotional methods used, ii) maintain at all times such information up-to-date, and iii) deliver to Cheetah any additional information and/or documentation if Cheetah so reasonably requires. B. REPRESENTATIONS AND WARRANTIES The Publisher represents and warrants: 1)it shall at all times comply with the terms and conditions hereunder and the Mobile Campaign Conditions of all Mobile Campaigns in which the Publisher participates. 2)it shall participate in the Mobile Campaigns and use the Publisher Links in a loyal and non-abusive manner. 3)it shall comply with the following requirements, including not limited to: • To include and maintain a Cheetah Tracking Code within the Publisher Medium and advertisement place. • Unless otherwise expressly approved by Cheetah in writing, the promotion shall be made only in the agreed advertisement place of medium directly owned or operated by the Publisher and the Publisher shall not transfer, assign, sub-contract the promotion to any third party or other publisher network; • Not to modify or alter the Advertisement Content and/or the Publisher Link in any way. • Not to place Publisher Link, Advertiser information and Advertisement Contents in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, SMS, chat rooms, message board or guest books; • Not to use IRC channels, instant messages or similar Internet resources without prior written approval of Cheetah; • Not to engage in pop-up or pop-under advertising in any means by using any third party properties and/or services/applications. Publisher shall only post advertisement in the appointed advertisement place of the medium owned by Publisher; any Pop ups/unders shall be closed by users in a convenient way and shall not force users to click. Pop ups/unders delivered through downloadable applications cannot engage in means that force clicks or perform redirects. • Not to generate non-bona fide Transactions by using any device, program, software, robot, iframes, hidden frames or any similar tool; • Not to mislead the end-users, and not to use any mechanism which force a click leading to a Transaction; • Not to engage in acts of fraud; • That all promotions will be made in compliant with applicable laws and regulations and the terms and conditions of the relevant market place/platform. 4)it has all appropriate authority and licenses to operate the Publisher Medium and the Publisher Services. Publisher shall remain solely responsible for Publisher Medium and Publisher Services. 5)the Publisher Medium and the Publisher Services will be fully in compliance with all relevant laws, regulations and generally accepted standards of behavior and public order of the target territory, especially the laws and regulations about the privacy and personal data collection, juvenile protection, the rights of third parties and anti-unfair competition. 6)it will not infringe any proprietary right of Advertiser, Cheetah or any third party; 7)the Publisher Medium and the Publisher Services will not directly or indirectly breach the terms and conditions hereunder or contain any objectionable content in any jurisdiction where it is used/viewed, including but not limited to content that is misleading, libelous, defamatory, obscene, violent, hate-oriented, illegal, and/or promoting illegal goods, services or activities; 8)it will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with any applicable law and/or regulation that about email marketing and/or communications. In this respect, the emails sent by Publisher in the frame of the Mobile Campaigns shall at least contain accurate sender information and subject lines, an Internet based opt-out mechanism and the Publisher’s or its agent’s postal address; 9)the Publisher Medium will contain the Publisher’s privacy policy in order to comply with the applicable laws and regulations. In particular, such privacy policy shall fully and accurately disclose the collection and use of end-user information by the Publisher, as well as Publisher’s use of third party technology (including Cheetah's tracking technology), the use of cookies and options for discontinuing use of such cookies. 6. INTELLECTUAL PROPERTY Cheetah, the Advertiser and Publisher shall remain the exclusive owners of all their respective intellectual property rights (including, but not limited to, the intellectual property rights of the websites and application, editorial content, software, trademarks and patents). Except as expressly set forth herein, no intellectual property right shall be transferred or licensed to any other party. For each Mobile Campaign in which Publisher participates, Publisher is granted the non-exclusive and temporary right to use the Advertisement Content and redirect to the Advertiser’s website using the Publisher Link, in accordance with the Mobile Campaign Conditions and these T&Cs and for the sole purpose and duration of the Mobile Campaign. Publisher warrants that it has all the approvals and rights to display advertising content and links on the Publisher Medium. Publisher is either the owner of the Publisher Medium, or is licensed to display advertising content and links on the Publisher Medium. Publisher undertakes not to copy or modify the Advertising Content or the Publisher Link in any manner, and especially not to remove or alter any copyright or trademark notices. Publisher undertakes not to challenge Cheetah's or the Advertiser’s proprietary rights, and not to adopt or use in any manner any trademarks, service marks, trade names, and/or URLs that are the same or confusingly similar to, are combined with, or in any other way infringe, those of Cheetah or of the Advertiser. Publisher agrees that Cheetah may identify it in client lists and may use Publisher’s name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher’s name and/or logo not otherwise described or contemplated herein shall require Publisher’s prior written consent. 7.PAYMENT A. Revenue Share Cheetah shall share the Net Revenue to Publisher for the Publisher Service provided hereunder. The Net Revenue shall be generated for each valid Transaction as defined in the related Mobile Campaign Conditions and the revenue is subject to Charge-backs and refunds (if any) . The Net Revenue payable to Publisher shall be based on Cheetah’s platform. Cheetah may at its discretion to adjust the revenue payable to Publisher due to time-lapse of data processing and such adjustment will be indicated in the payables thereafter. B. Payment Publisher may start to request its revenue payment of current month after the 20th of next month. Cheetah will make the payment to the Publisher’s designated bank information within 30 days upon receipt of invoice from Publisher. Bank service fees and charges related to the payment shall borne by Publisher. Any delay in payment caused by or arises from Publisher improper bank information and invoice will not be deemed as breach or default in payment, and Publisher shall be solely liable for any fees, charges, or other damages incurred. The payment will be made in USD. If the revenue payable is less than 100USD, the balance will be rolled into next payment, and such balance shall not bear any interest. C. Taxes Publisher shall be liable for making payment of any and all applicable taxes, including but not limited to withholding tax, value added tax, sales taxes, duties, fees, levies or surcharges (including where applicable any universal service fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any government agency or authority. D. Charge-back and Refund 1)Payment provided hereunder is based on the verified clicks by end user through Publisher Link with Cheetah Tracking Code. If there is an error in Advertiser's data transmission related with Cheetah Tracking Code, Publisher agrees that Cheetah may determine an equitable amount of payment by utilizing an historical analysis of the promotion of the related Advertiser by Publisher. 2)Publisher will not be entitled to receive any payment from Cheetah under the following circumstances: • Transactions made by Publisher or its agent(s) who is designated, instructed or otherwise directed by Publisher; •Transactions that made out of the budget cap as agreed in the Mobile Campaign Conditions; • Multiple Transactions from the same individual, entity, devices or IP address; • Suspected or established fraud, violation of the Mobile Campaign Conditions, or any other violation of the terms and conditions hereunder. Those amounts under such transactions shall be subject to Charge-backs, and in no case shall Cheetah be held liable for the payment of these Transactions. 3)Cheetah may apply a Charge-back in the following circumstances, and to any previous payment paid to the Publisher: •Product returns or sales discount due to quality; • Transactions that Cheetah in its sole discretion consider that do not meet or are lower than industry standards, including but not limited to conversion rate or retaining rate; •Traffic provided by the Publisher is not from the agreed medium advertisement place; • Duplicate transaction or other clear error; • Abnormal churn rate; • Non-bona fide Transactions; •Publisher’s failure to comply with Mobile Campaign Conditions; • Where any calculated amounts or payouts subsequently found to be in excess of the amount that was actually due to Publisher • Cheetah is entitled to apply a Charge-back in circumstances of: Non-receipt of payment from the Advertiser of payment refund request from the Advertiser; Charge-backs may be applied to the platform’s Account at any time, including for previous payment cycles 8.TERM AND TERMINATION A. TERM These Terms and Conditions between Cheetah and Publisher shall be effective upon acceptance by Publisher, subject to provision of all the requested information and documents by Publisher and approval of such information and document by Cheetah, and shall continue until terminated in accordance with the terms hereunder. B. SUSPENSION/ TERMINATION Unless otherwise provided, either party may terminate these Terms and Conditions with 48 business hours written notice. I. VIOLATION Cheetah reserves the right to immediately withdraw Publisher from any ongoing Mobile Campaign upon notice in case of suspected or established breach of any provision of Sections 5 or 6. Unless Publisher provides sufficient evidence to establish the absence of breach within the time indicated in the withdrawal notice, Cheetah may terminate these Terms and Conditions per the withdraw l notice without prejudice of Cheetah’s right to claim adequate indemnification and remedies. In this case, the Publisher agrees that: • the suspected, established default or otherwise litigious Transactions will not be subject to payment by Cheetah; • Cheetah may apply Charge-back on one or more payment due to the Publisher; and • the Publisher shall not be eligible to enter into a new publisher agreement with Cheetah, and any attempt to do so shall be null and void, unless Cheetah, at its sole discretion, determines otherwise and confirms such decision in writing. For clarity, the Publisher shall not qualify or entitle in any way for indemnification for the suspension of the services provided by Cheetah hereunder or termination of these Terms and Conditions under this section. II. TERMINATION FOR NEGATIVE BALANCE Except if otherwise agreed, Cheetah may terminate these Terms and Conditions if Publisher’s deduction amount goes beyond the payable amount for more than 90 days. In such case, Cheetah will send a written notice to the Publisher, and unless Publisher cures the situation within the imparted deadline specified in the notice, Cheetah will reserve the right to claim adequate indemnification and remedies from Publisher. C. EFFECTS OF TERMINATION Upon termination for whatever reason, the Publisher shall: 1)make the payment request for all outstanding Transactions within thirty (30) days from the termination date, and Cheetah will make the payment within thirty (30) days after receipt of the request. The payments is subject to Charge-backs, Cheetah may make the deduction or ask for refund. 2)pay any outstanding debit balance to Cheetah within thirty (30) days after the termination date, and in case of Charge-back on the last payment, within thirty (30) days of Cheetah’s Charge-back notification. 3)remove all Publisher Links and Mobile Campaign immediately. 4)Provisions of the T&Cs that by their nature and context are intended to survive the termination (including indemnification provisions, Confidentiality provisions etc. ) shall survive the termination to the extent that is necessary to preserve a party's rights hereunder accrued prior to termination. 9.GUARANTEES, LIABILITY AND INDEMNIFICATION A. LIABILITY OF THE PUBLISHER Publisher represents and warrants neither the Publisher Medium nor the Publisher Services will render Cheetah liable to any legal disputes or proceedings whatsoever. Publisher shall defend, indemnify and hold Cheetah (including Cheetah’s officers, directors, employees, associated companies, subsidiaries, agents, and/or subcontractors) harmless from any and all liabilities, claims and losses of any kind or nature (including but not limited to reasonable attorney’s fees and costs) arising from or in connection with any breach of any of Publisher’s obligations and/or representations under Sections 5 and 6 by Publisher, Publisher’s officers, directors, employees, associated companies, subsidiaries, agents and/or subcontractors. Cheetah shall promptly notify Publisher of any such claim or action, and Cheetah shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such claim or action. Participation in the defense shall not waive or reduce any of Publisher’s obligations to indemnify or hold Cheetah harmless. Publisher shall not settle any claim without Cheetah’s prior written consent. Publisher shall indemnify for any reasonable attorneys' fees or other costs incurred by Cheetah in investigating or enforcing this Section 9. B. LIABILITY OF CHEETAH Cheetah is, under no circumstances, responsible for the practices, acts or omissions of any advertiser or Publisher, or such advertiser’s or Publisher’s medium. EXCEPT IN CASE OF FRAUD OR NEGLIGENCE CAUSING DEATH OR PERSONAL INJURY, ANY OBLIGATION OR LIABILITY OF CHEETAH UNDER THESE TERMS AND CONDITIONS SHALL BE EXPRESSLY LIMITED TO DIRECT MATERIAL DAMAGES ONLY, AND CAPPED AT THE TOTAL AMOUNT OF PAYOUTS PAID TO PUBLISHER BY CHEETAH UNDER THESE TERMS AND CONDITIONS DURING THE 6 (SIX) MONTHS PRECEDING THE CLAIM. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CHEETAH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ABSENCE OF VIRUSES OR HARMFUL COMPONENTS, CORRECTNESS, ACCURACY, RELIABILITY, OR INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR MEDIUM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CHEETAH MORE THAN 1 (ONE) YEAR AFTER THE TERMINATION OF THESE TERMS AND CONDITIONS. 10.CONFIDENTIALITY Publisher or Cheetah may provide each other with information that is confidential and/or proprietary, as designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (hereinafter referred to as "Confidential Information"). The receiving party agrees to make commercially reasonable efforts, and in all cases no less effort than it uses to protect its own Confidential Information, to ensure the protection and maintain the confidentiality of the Confidential Information. Confidential Information shall not include information: • That is or becomes part of the public domain through no act or omission of the receiving party; • That is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of the confidentiality term, these T&Cs or any other agreement, or • That the receiving party had in its possession prior to the disclosure by the other party. Upon termination, Publisher must, upon Cheetah’s request, destroy or return to Cheetah any Confidential Information provided by Cheetah to Publisher under the cooperation between the parties hereunder. Publisher agrees that Cheetah may provide Publisher’s identification and contact details, as well as any and all end-user, Transaction and/or Tracking Code data, traffic sources and referring urls to the Advertiser to which Publisher referred such end-user, and to any competent regulatory, legislative and judicial bodies. 11.DATA USAGE Cheetah reserves the right to utilize the data collected during the Mobile Campaign, which may include information about Publisher’s data transformation statistics, to analyze the Cheetah service trends, monitor the Cheetah service efficiency, maintain the integrity of the Tracking Code, promote Cheetah Service capabilities and efficiencies, and promote Publisher and its service to Advertisers. 12.PRIVACY POLICY During the Term, Publisher must prominently display and abide by any applicable privacy policy established by Cheetah, including without limitation the following: 1.Publisher must provide visible notice to, and where necessary, obtain legally sufficient consent from, the Publisher’s users regarding the scope of collection and sharing of data by Publishers with Cheetah for Publishers and third parties for advertising and internal business purposes, including but not limited to, device identifiers, MAC address, IMEI number and location information in plain text. 2.Publisher shall not share with Cheetah any Personally Identifiable Information (PII) that could be used to identify or track individual end users, or information about an end user’s racial or ethnic origin, political opinions, religious or philosophical affiliation or beliefs, trade-union membership, health or sex life, criminal convictions or alleged commission of an offense, or use any feature or functionality of Cheetah for Publishers to send, track, infer, or identify individual end users or such categories of data. 3.Publisher must add the informational and privacy required elements to all interest-based native ads in order to allow users to opt-out from interest-based advertising, and must not remove or obscure the visibility or functionality of privacy opt-out elements from any advertising creatives displayed on Publisher’s apps, sites or the like. 4.Publisher must comply with all applicable laws, regulations and industry customs, including those concerning privacy and data protection, and should take into account any applicable self-regulatory regimes, that apply to their apps, sites, distribution, data handling and business practices. If there is any violation to the previous provisions in this Section, Cheetah reserves the right to deactivate or close the Publisher’s Account. Publisher agrees that Cheetah may provide necessary information to the authorized cyber security department for administrative inspection, investigation and/or enforcement purposes. 13. NO BRIBERY In connection with any activity related to Cheetah’s business, Publisher and its owners, directors, officers, employees, representatives, agents or the relatives of above mentioned entities shall only use legitimate and ethical business practices in its commercial operations and have not, or will not offer, pay, or promise to pay, authorized the payment of any money or anything else of value to Cheetah, whether directly or through another person or entity. Any violation of this term in any manner will constitute the commercial bribery by Publisher for which the Publisher shall be liable. In the event that Cheetah has reason to believe that a breach of the above section has occurred or is likely to occur, Cheetah is entitled to terminate this Agreement and Publisher shall hold the liability for the losses, damages and other expenses incurred by Cheetah for such breach by Publisher. In addition, Publisher shall cooperate fully with Cheetah, if any entity or employee of Cheetah has engaged in a bribery, to provide books and records or cooperate with other investigation performed by or on the behalf of Cheetah during or after this Agreement. Publisher may contact the internal control department on a bribery issue through jubao@cmcm.com. Publisher warrants and covenants that none of Publisher, its affiliates, owners, directors, officers, employees, representatives, and agents or its relative or family member has benefited from a bribery or holds or will hold an ownership or any other economic interest, including as the counsel, employee, direct or indirect, in Cheetah. Any existence of this section shall be immediately disclosed to Cheetah by Publisher and such related entity shall not engage in the work under this Agreement. 14. MISCELLANEOUS Independence: The relationship of Cheetah and Publisher shall be solely commercial cooperation of independent contractors, and nothing contained hereunder or in the business or dealings between both parties shall be construed otherwise. In particular, nothing shall be construed to create a joint venture or a partnership between them. Neither party shall do anything to express or imply to third parties that the relationship between the parties is anything other than that of independent contractors. Competent law and jurisdiction: These Publisher Terms and Conditions and the relationship between the Parties are governed by the laws of Republic of China without regards to conflicts of laws. Any disputes related with these Terms and Conditions shall be exclusively resolved by, China International Economic and Trade Arbitration Commission. The Arbitration shall be held in Beijing, China. The arbitral award is bounding and final.. Force majeure: Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any case of “Force Majeure”, understood as any unpredictable event external to a party and which is beyond its reasonable control. Severability: If any provision is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions shall remain in full force and effect. Waiver: The waiver of any breach of any provision hereunder shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. Transfer/ Assignment: Publisher is not authorized to assign these Terms and Conditions without the prior express written permission of Cheetah. Cheetah may at its sole discretion and without requesting the Publisher’s consent, transfer these Terms and Conditions, in whole or in part, to an entity that acquires a substantial part of Cheetah's stock, assets or business, or to any company directly or indirectly controlled by Cheetah, or directly or indirectly controlling Cheetah, or directly or indirectly controlled by the same parent entity as Cheetah. Cumulative remedies: The rights and remedies herein provided to Cheetah in case of default or breach hereof by Publisher are cumulative and without prejudice to any other rights or remedies that Cheetah may have by reason of such default or breach by Publisher at common law, in equity, or otherwise (all of which are hereby expressly reserved). Notices: Any notice or other communication under this Agreement shall be in writing and shall be considered given when sent by email and to Cheetah at peg_noreply@cmcm.com. .. Signatures: The Agreement can be executed in counter parts, each of which is original and all of which taken together form one single document, and exchange signed copies through e-mail or fax is effective.

These Terms of Service ("Terms") are a legal agreement between ${ss_brand.display_name } ("${ss_brand.display_name }" or "we") and you ("you"). By using or accessing any ${ss_brand.display_name } game or application ("Service") you agree to be bound by these Terms. By accessing or using the Service, you agree that you have read, understood, and accept to be bound by the Terms. ${ss_brand.display_name } reserves the right, in its sole discretion, modify or revise these Terms at any time, and you agree to be bound by such modifications or revisions. If you do not agree to the Terms, do not use the Service.

Users are responsible for periodically viewing the Terms. Your continued use of the Service after a change or update has been made will constitute your acceptance to the revised Terms. If you do not agree to the Terms your only remedy is to discontinue your use of the Service and cancel any accounts you have made using the Service.

If you violate the Terms, ${ss_brand.display_name } reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all accounts you have created using the Service. You agree that ${ss_brand.display_name } need not provide you notice before terminating or suspending your account(s), but it may do so.

${ss_brand.display_name } reserves the right to refuse any user access to the Services without notice for any reason, including, but not limited to, a violation of the Terms.

You agree that ${ss_brand.display_name } may discontinue the Service or change the content of the Service at any time, for any reason, with or without notice to you, without liability.

You represent that you are 13 years old or older. If you are between the ages of 13 and 18, you represent that your legal guardian has reviewed and agrees to the Terms.

All materials that are part of the Service (including, but not limited to, designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement) are protected by law from unauthorized use. The entire contents of the Service are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions.

You agree that no materials that are part of the Service may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, or otherwise exploited without ${ss_brand.display_name }'s express prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. All other uses of copyrighted material, including any derivative use, requires express prior written permission from ${ss_brand.display_name }. Any reproduction or redistribution of materials not in accordance with these Terms is expressly prohibited and may result in severe civil and criminal penalties.

${ss_brand.display_name } and/or its licensors remain the owners of right, title, and interest, including copyrights and other intellectual property rights, in and to all materials posted on the Services by ${ss_brand.display_name }. You acknowledge that you do not acquire any ownership rights by using the Service or by accessing any materials posted on the Service by ${ss_brand.display_name }, or any derivative works thereof.

${ss_brand.display_name } grants you a personal, non-exclusive, non-transferable, revocable, limited scope license to use the Service solely for the purpose of viewing and using the applicable Services and for no other purpose whatsoever. Your license to use the Services is limited by these Terms.

You agree that you are willingly publishing the content on the Service using technology and tools provided by ${ss_brand.display_name }. You understand and agree that you may not distribute, sell, transfer or license this content and/or application in any manner, in any country, or on any social network or other medium without the explicit written permission of ${ss_brand.display_name }. You grant ${ss_brand.display_name } the right to act as an agent on your behalf as operator of the application.

Any data, text, graphics, photographs and their selection and arrangement, (hereinafter "User Content") uploaded to the Service are subject, whether in whole or in part, to unlimited commercial, non-commercial and/or promotional use by ${ss_brand.display_name }. Text, graphics, and photographs are uploaded by you and are the sole responsibility of the person from whom the User Content originated. Thus, users are responsible, and ${ss_brand.display_name } is not responsible for any files users upload, post, or otherwise make available. ${ss_brand.display_name } may or may not regulate User Content and does not guarantee the accuracy, quality, or integrity of any User Content posted via the ${ss_brand.display_name } application. By using ${ss_brand.display_name } you acknowledge and accept that you may be exposed to material you find offensive or objectionable. You agree that ${ss_brand.display_name } will not under any circumstances be liable for any User Content, including, but not limited to, errors in any User Content, or any loss or damage incurred by use of the User Content.

${ss_brand.display_name } reserves the right to remove and permanently delete any User Content from the Service with or without notice.

The Service may include an opportunity to purchase virtual, in-game currency ("Virtual Currency") that may require you to pay a fee using "real money" to obtain the Virtual Currency. Virtual Currency can never be redeemed for real money, goods, or any other item of monetary value from ${ss_brand.display_name } or any other party. You understand that you have no right or title in the virtual in game items or Virtual Currency.

Your purchase of Virtual Currency is final and is not refundable, exchangeable, transferable, except in ${ss_brand.display_name }'s sole discretion. You may not purchase, sell, or exchange Virtual Currency outside the Service. Doing so is a violation of the Terms and may result in termination of your account with the Service and/or legal action.

${ss_brand.display_name } retains the right to modify, manage, control and/or eliminate Virtual Currency at its sole discretion. Prices and availability of virtual in game goods are subject to change without notice.

The ${ss_brand.display_name } Service may provide communication channels such as forums, communities, or chat areas ("Communication Channels") designed to enable you to communicate with other Service users. ${ss_brand.display_name } has no obligation to monitor these communication channels but it may do so and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. ${ss_brand.display_name } may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by ${ss_brand.display_name }, and these communications should not be considered reviewed or approved by ${ss_brand.display_name }. ${ss_brand.display_name } will not under any circumstances by liable for any activity within Communication Channels.

You agree that all your communications with the Communication Channels are public, and thus you have no expectation of privacy regarding your use of the Communication Channels. ${ss_brand.display_name } is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.

You agree that your use of the Service shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree not to use the Service in order to:

• post, upload, transmit or otherwise disseminate information that is obscene, indecent, vulgar, pornographic, sexual or otherwise objectionable
• defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone, hatefully, racially, ethnically or, in a reasonable person's view, otherwise offensive or objectionable
• upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Service or other users' computers
• violate the contractual, personal, intellectual property or other rights of any party including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity)
• attempt to obtain passwords or other private information from other members
• improperly use support channels or complaint buttons to make false reports to ${ss_brand.display_name }
• develop, distribute, or publicly inform other members of "auto" software programs, "macro" software programs or other "cheat utility" software program or applications in violation of the applicable License Agreements
• exploit, distribute or publicly inform other members of any game error, miscue or bug which gives an unintended advantage
• violate any applicable laws or regulations, or promote or encourage any illegal activity including, but not limited to, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Service

You agree that your use of the Service shall be at your sole risk. To the fullest extent permitted by law, ${ss_brand.display_name }, its officers, directors, employees, and agents disclaim all warranties, express or implies, in connection with the website and your use thereof including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, accuracy, authority, completeness, usefulness, and timeliness. ${ss_brand.display_name } makes no warranties or representations about the accuracy or completeness of the content of the Service of the content of any sites linked to the Service and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Service, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service by any third party, and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Service.

In no event will ${ss_brand.display_name }, its directors, officers, agents, contractors, partners and employees, be liable to you or any third person for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever including any lost profits or lost data arising from your use of the Service or other materials on, accessed through or downloaded from the Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not ${ss_brand.display_name } has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that ${ss_brand.display_name } shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

You agree to indemnify and hold ${ss_brand.display_name }, and each of its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that one of your User Submissions caused damage to a third party; or (v) any Content you post or share on or through the Service.

By visiting or using the the Service, you agree that the laws of The People's Republic of China, without regard to principles of conflict of laws and regardless of your location, will govern these Terms of Service and any dispute of any sort that might arise between you and ${ss_brand.display_name }. Any claim or dispute between you and ${ss_brand.display_name } that arises in whole or in part from your use of the Service shall be decided exclusively by a court of competent jurisdiction located in United States, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in United States. ${ss_brand.display_name } reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of ${ss_brand.display_name } following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND ${ss_brand.display_name } AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.