Advertising T&C

The following terms and conditions shall be deemed to be incorporated into Baidu Marketing Service Order (“Order”) between China Search (Asia) Limited and the client or the advertiser or the agency named in the Service Order.

English Translation of Terms and Conditions is for reference only

Note: This English version is only a translation of the Chinese version, and is provided for reference only. In the event of any conflict or discrepancy between the Chinese and English versions, the Chinese version shall (for all intents and purposes) prevail and be treated as the correct version.

1.

Party A acknowledges that China Search (Asia) Limited (“Party B”), is the authorized agent of 百度在线网络技术（北京）有限公司 (“Baidu”) and has the right to sell Baidu marketing products and services, including facilitating the provision of online advertising services to Party A (“Baidu Services”).

2. RESPONSIBILITIES OF PARTY A

In addition to the terms and conditions contained in this Attachment I and the Order, Party A covenants to Party B that it agrees and undertakes also to be bound by the terms and conditions of the Baidu Marketing Service Agreement for products and services set out in Baidu’s website. In the event of any inconsistency between the terms and conditions contained in this Attachment I and the Order, with Baidu Marketing Service Agreement, other than in respect of Party A’s direct obligations to Party B, including but without limitation to payment of Fees, Baidu Marketing Service Agreement terms and conditions shall prevail.

Deposit requirement: Party A acknowledges and agrees to make full payment of deposit to Party B prior to the Start Date of the Order. If Party A does not breach any terms and conditions during the Order period, and Party A has made full payment of all Fees due to Party B, Party B shall refund the deposit in full, free of interest, to Party A within 30 days from the End Date of the Order or the receipt of the final payment of Fees from Party A (whichever is later).

3. OBLIGATIONS OF PARTY B

Upon receipt of all fees (“Fees”) set out in the Order due from Party A to Party B, Party B shall have the obligation, on behalf of Party A, to submit an application to Baidu for procuring the Baidu Services set out in the Order.

4. ADVERTISER’S AGENCY

If Party A is an agent executing the Order for and on behalf of its client, Party A hereby represents, warrants and undertakes that: (i) it has the necessary power and authority to execute the Order for itself and as well as for and on behalf of the advertiser, make all decisions, and take all actions relating to the advertiser’s accounts, and that, Party A, by executing the Order on behalf of the advertiser, binds the advertiser to the Order; (ii) it shall make all the representations and warranties on behalf of the advertiser under the Order as if it were the advertiser; (iii) it will guarantee all the obligations of the advertiser under the Order as if it were the advertiser. For the avoidance of doubt, nothing herein shall affect the obligations of the advertiser under the Order, which shall continue to bind the advertiser, and who shall be deemed to have appointed Party A as its agent to execute the Order on its behalf. Upon Party B’s request, the agent will immediately deliver to Party B each agreement that designates Party A as the advertiser’s agent and authorizes Party A to act on the advertiser’s behalf in connection with the Order. Party A and advertiser shall be jointly and severally liable for all payment obligations due pursuant to the Order and these terms and conditions. Party A acknowledges that Party B may directly contact any advertiser represented by Party A in relation to any payment matters.

5. PAYMENT

Party A covenants and undertakes to pay all Fees due to Party B in the manner set out in the Order.

6. BAIDU SERVICES

Party A acknowledges and agrees that Baidu has the right to unilaterally vary and/or modify the Baidu Services at any time and Party A shall not object to such variation and/ or modification.

By signing this Order, Party A acknowledges that it agrees to the contents of Baidu Marketing Service Agreement as may be varied or modified from time to time and set out in http://e.baidu.com/accept.html, and accepts to be bound by the revised terms and conditions of Baidu Marketing Service Agreement from the date of revision.

Any other terms and conditions not contained or specified in the Order shall be supplemented by annexes or supplementary agreements. Terms and conditions contained in any annexes or supplementary agreements shall be binding against Party A and shall form a part of the Order.

In the event Baidu rejects a registration/procurement of Baidu Services by Party B on Party A’s behalf, Party B shall refund any remaining balance of Fees paid by Party A (net of any Fees charged by Baidu) within 3 months from the date of rejection of Baidu Services.

7. REPRESENTATIONS AND WARRANTIES

Party A represents and warrants that it has the legal capacity to enter the Order and subscribe for the Baidu Services and does not in any way violate any laws, regulations or any governmental authorities, agencies or court orders to which Party A is subject.

Party A agrees and undertakes to Party B that the contents executed in accordance with this Order and Baidu Marketing Service Agreement (including the selection of keywords and all contents in the advertising websites) are in compliance with the laws and regulations of China, positive and fit for purpose, do not contain pornography or counter-revolutionary or any such content as prohibited by the laws and regulations of China, and that there is no deception in the advertising process and no infringement of the legitimate rights of any third party.

If any content is considered to be illegal or in violation of the marketing services guidelines and related regulations of Baidu and Party B is found in the advertising website and materials, both Baidu and Party B shall have the right to immediately suspend or terminate the services to promote Party A’s advertisement, and Party A agrees and undertakes to assume full responsibilities of all loss caused to Baidu and Party B resulting from its actions.

If any third party issues any demand letter, warning letter or letter before action or any other form of written notice to Baidu or Party B as a result of violation of the above requirements by Party A, both Baidu and Party B shall have the right to immediately terminate the provision of services to Party A, and the marketing services account balance of Party A with Baidu is non-refundable, without assuming any responsibility by Baidu and Party B. If a third party holds Baidu and Party B legally liable, Party A shall assume full responsibilities of any loss caused to Baidu and Party B, including but not limited to all such costs as litigation costs and attorney fees.

Under no circumstances, if government authority or regulatory body having the requisite authority requests Baidu and Party B to stop providing related online marketing services, or a third party has conclusive evidence to prove that the advertising hyperlink of Party A points to website with infringed or illegal content, or Baidu or Party B discovers that Party A do not have the relevant authority or the above undertaking is in any way untrue, then both Baidu and Party B shall have the right to stop providing online marketing services to Party A immediately, and shall not be regarded as breach of contract, without assuming any legal responsibilities by Baidu and Party B.

8. LIMITATION OF LIABILITY

Notwithstanding anything in the Order and as set out in this Attachment I or the Baidu Marketing Service Agreement, under no circumstances shall Party B be liable to Party A for losses or damages whether direct, indirect, special, incidental, consequential, punitive or exemplary damages in connection with the Order. Party A agrees, covenants and undertakes not to make any claim against Party B for any loss resulting from any act, error, omission or negligence of Party B or any third party related to the Order, including any third-party click and/or browsing of client’s advertisement, or purchase of client’s product and/or services (regardless of the intentions of such third party).

If as a result of a natural disaster, riot, war, strike or such unforeseeable and unavoidable force majeure event (“Force Majeure Event”), resulting in either Party B or Baidu not being able to perform or is delayed in performing any of their obligations under the Order or Baidu Services, to the extent of the Force Majeure Event, neither Party B nor Baidu is responsible for breach of contract, but will as soon as practicable notify Party A of such Force Majeure Event. If either Party B or Baidu suspends performance of the Order or Baidu Services for more than 3 months due to one or more Force Majeure Event (“Force Majeure Period”), Party A shall have the right to terminate the Order by giving written notice at any time after such Force Majeure Period.

9. PERMISSION

All intellectual property rights of Party A’s trademarks, logos and other related items (“Party A Marks”) remain the property of Party A. Party A agrees and grants a licence to Party B and to Baidu to use Party A Marks in relation to the Order and Baidu Services.

Party A authorizes Party B to manage and operate Party A’s Baidu account, in accordance with Party A’s instruction (including instruction from Party A’s designated agent or contact person), including but not limited to submit, modify registration information with Baidu, adjust price of Baidu promotion keywords, submit or delete keywords, suspend Baidu services, change regional settings of promotion, set maximum promotion spending limit, cancel or restore related settings or alerts. Party A is willing to bear all results of such authorized operations.

10. CONFIDENTIALITY

Party A agrees to treat as confidential any materials, data and information in relation to the Order confidential.

11. TERMINATION

The Order shall commence on the Start Date and, save where terminated earlier in accordance with this clause, shall continue in force until the End Date stated on the Order. After the expiration of the initial Term, unless either of the parties expresses in writing its intention to amend or terminate this Order thirty (30) days prior to the date of expiration, this Order shall be renewed for a further twelve-month period (“Subsequent Term”) and, thereafter, the same shall apply, and Party A agrees and undertakes to pay for all Fees due to Party B and/or Baidu up to the actual termination date of Baidu Services. (The Subsequent Term is only applicable to Baidu Search Marketing products.)

Party B shall, upon occurrence of any of the following events by Party A, be entitled to terminate the Order with immediate effect:

Failing to pay Fees in accordance with the Order;
Breach of any of the terms and conditions contained in the Order, this Attachment I, Baidu Marketing Service Agreement, any other appendices or supplementary agreements;
Dissolution, petition for winding up or bankruptcy, or enter into a scheme of arrangement with its creditors.

Party B may terminate the Order at any time during the Order period by giving 7 days’ advance written notice to Party A. Notwithstanding termination, Party A shall continue to be liable to Party B for any outstanding Fees due to Party B and/or Baidu. The provisions of clauses 4, 7, 8, 10-12, 14 hereof survive any termination or expiration of the Order.

12. GOVERNING LAW AND DISPUTE RESOLUTION

This Order shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Both parties shall try to negotiate to settle any dispute in connection with the terms and conditions of this Order. If negotiation fails, both parties agree to bring such dispute to Hong Kong courts for judgment.

13. SPECIAL ACKNOWLEDGEMENTS

Party A acknowledges that in case of discrepancy between any oral or written description of Baidu marketing services made to Party A and Baidu Marketing Service Agreement, the latter shall prevail.

Party A acknowledges that Baidu is only responsible for the end product of Baidu marketing services and would not assume other responsibilities. Party A understands that the Order has nothing to do with whether its website is included in Baidu’s website and its ranking in search result, and that Baidu has sole discretion to determine and modify such rules in accordance with the development of Internet.

14. OTHER

This Order constitutes a complete and exclusive agreement between the parties with respect to the subject matter hereof, and shall supersede any and all other agreements, communications, undertakings or related understanding (whether oral or written).

This Order cannot be amended orally and may be amended only by a written agreement executed by an authorized representative of each party. The invalidity or unenforceability of any provision under this Order shall not affect the enforceability of any other provisions, which shall continue in full force and effect.

This Order is binding on both parties and shall protect the rights of both parties. Party A may not transfer or use other means to dispose its rights or responsibilities under this Order to any third party without the express written consent of Party B. Any transfer by Party A without Party B’s consent shall be null and void.