This terms and conditions and any Order Form, whether physically attached hereto or incorporated  by  reference)  (collectively,  the  “Agreement”)  constitutes  the  entire  and   exclusive

agreement between 【 DLINK INC. 】 (hereinafter, the “DLlink”) and you or your company (hereinafter “Customer” or “You”). You and DLlink may also be individually referred to herein as “Party” and collectively as “Parties.”

1. Formation of the Agreement

• TheAgreement sets out the terms and conditions on which the Customer will provide Services to DLlink. DLlink appoints the Customer to carry out the Services on behalf of itself and DLlink.
• ANY OTHER TERMS, CONDITIONS, PERFORMANCE CRITERIA, GUARANTEES OR PRIOR REPRESENTATIONS, WARRANTIES WHATSOEVER (WHETHER WRITTEN OR ORAL), IRRESPECTIVE OF THE TIMING, SHALL BE OF NO EFFECT UNLESS EXPRESSLY INCORPORATED YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THISAGREEMENT.
• Any changes to Order Form and shall be sent to the designated contact person of both parties at the email address at the  OrderForm for confirmation. The confirmed Order Form is binding upon both parties. Any modification to the Agreement shall have no effect unless expressly agreed in  Order Form in writing and signed by an authorized representative of the DLlink and Customer.Confirmation and Change: All time, Package details hereunder shall be approved by Parter in writing, and DLlink may not change any service without Customer’s writing confirmation.
• The Agreement shall: (a) prevail over and take the place of any other items or conditions stipulated, incorporated, referred to or contained in any document or communication from the Customerin the course of negotiations (except  Order  Form signed by both party); and (b) apply to the exclusion of any other terms or conditions on which any quotation has been given to DLlink or any similar provision in the Customers terms and conditions shall be of no 

2. Definitions

• OrderForm: mean document to clarify and describe the business details by and between parties to be issued by DLlink to the Customer from time to time. This Agreement may be accompanied with several order forms and each such order form shall form part of this Agreement.
• Applications: means Applications created, owned, exclusivelylicensed to, or managed by Customeras of the  Effective Date.
• MAU: stands for “Monthly Active Users”,a performance metric for the success of an applicationhow many users engage on a monthly basis.
• Service: shall mean the products and services made available by DLink that are ordered by Customerunder a Form, including if provided to Customer free of charge (as applicable) or under a free trial.
• End User(s)： shall mean any end users of the Applications or those who have interacted with the Applications.
• Intellectual Property Rights: means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trademarks(whether registered or unregistered), logos, service marks, design (whetherregistered or unregistered), plans, models, diagrams, information, drawing, computer program, specifications, source and object code materials, data and processes, patents, know how, trade secrets, inventions, database rights and any products or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created. Except as expressly granted in this Agreement, DLlink retains all right, title and interest in DLlink’s intellectual property rights and any derivatives 
• Confidential Information：shall mean any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), including, but not limited to, technical information, non-technical information, product information, plans and pricing, financial information, marketing plans, business strategies, research and development, software and hardware, APIs, specifications, designs, source codes, object codes, records, methods, techniques, processes, legal documents, that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; or (b) should reasonably be recognized as confidential information of the Disclosing Party due the nature of the information. DLink’s Confidential Information includes, without limitation, the pricing under this Agreement.
• Developer Tools： shall mean any tags, SDKs, APIs, JavaScript, pixels, attribution or redirect links, cookies or other similar technologies used or made available by Dlink to Customer to support the provision of Services by DLink.
• Reports:shall mean any reports or output generated through the Services, whether manually or automatically, derived from Customer Data.
• Subscription Package:shall mean the package of specific Services to which Customer has subscribed and their corresponding fees, features, and usage and quantity limits all as further described in an Order Form.
• Subscription Package Term: shall mean the period of time for which Customer has purchased the Subscription Package pursuant to an Order Form.

3. Provision of Service

• Customer hereby acknowledges and agrees that to the extent it represents or acts on  the behalf of third party Customers or websites (“Third Party Publishers”), Customer assumes all liability for such Third Party Publishers and will ensure that such Third Party Publishers comply with the terms of this Agreement and all applicable laws. Without limiting any other provision of this Agreement, Customer shall fully and completely indemnify, defend and hold harmless DLlink for all damages arising from a Third Party Publisher’s breach of any obligations or warranties set forth in this agreement. Without limiting any other provision of this Agreement, Customer represents and warrants that it has the ability to terminate any Third Party Publisher’s Service immediately.
• Subject to the terms and conditions of this Agreement, DLlink grants Customer a revocable, non-transferable, non-exclusive limited license to use the Service, the DLlink Site and any data, reports, information or analyses arising out of such use (the “Site Data”) solely for the purposes set forth in this Agreement.
• Withoutthe consent of DLlink, Customer shall not use DLlink’s corporate name, trade name, trademark, software and related materials or contents. If DLlink authorize such reasonable use under this Agreement, Customer shall ensure that such use shall not exceed the scope of this Agreement. DLlink’s authorization is non-exclusive, non-transferable and revocable.
• Access and Restrictions
  Access Rights. Subject to the terms of this Agreement, DLinkgrants Customer a worldwide, limited, non-exclusive, non-transferable (except as permitted under the Agreement) right, for the duration of the Subscription Package Term, to: (i) access and use the Services through the interface made available by DLink; and (ii) use the Developer Tools, in each case, in accordance with the Documentation and solely for Customer’s internal business needs.
  Customer represents and warrants that it shall not, and shall not permit any third party to: (a) except to the extent permitted by applicable law, disassemble, reverse engineer, decompile the Developer Tools or Services or attempt to find the underlying code of the Services or any part thereof; (b) copy, modify, adapt, translate or otherwise create derivative works of the Developer Tools or Services or any part thereof; (c) rent, lease, sell, resell, time-share, license, sublicense, assign, or otherwise transfer rights in the Developer Tools or Services to any third party; (d) remove any proprietary notices or bypass any security measure of DLink with respect to the Developer Tools or Services; (e) send, upload, transmit, or store any infringing, fraudulent, threatening, libelous, defamatory, or otherwise unlawful or tortuous material or Customer Content, including material or Customer Content that violates third party rights or otherwise use the Services or any Developer Tools to link to or redirect to any such materials or Customer Content; (f) send material or Customer Content containing software viruses, worms, trojan horses, or other harmful or malicious computer code, files, scripts, agents, or programs; (g) attempt to gain unauthorized access to the Service or its related systems or networks; (h) distribute or use the Developer Tools or Services or any part thereof in any manner not authorized under this Agreement or the Documentation or that violates any applicable laws; or (i) use or access the Services or any Developer Tools to build any competitive product, to evaluate the Services or Developer Tools for any competitive or benchmarking purposes, or to copy any ideas, features, functions or content (including images) of the Services or Developer Tools.

4. SLA and Support

DLink shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for downtime resulting from scheduled maintenance and events beyond DLink’s reasonable control, such as any downtime: (a) caused by outages to any public or third party Internet backbones, networks or servers; (b) caused by any failures of Customer’s Application, equipment, systems or local access services; or (c) strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes or natural disasters or other acts of God. DLink shall provide its standard support for the Services (except where any upgraded support is provided under a Subscription Package, as specified in an Order Form).

5. Fees and Payment

Fees, Invoicing and Payment Customer shall pay DLink all fees due and payable under an Order Form. Unless different payment terms are specified in an Order Form: (a) all fees due shall be payable within 30 (thirty) days of DLink’s issuance of the applicable invoice; and (b) all fees shall be made in advance, either annually or in accordance with any different billing frequency set forth in the Order Form, except for Services consumed per usage (including any overage fees), which are due and payable monthly in arrears.

Third Party Payor. If Customer authorizes a third party or Affiliate to pay DLink the fees due hereunder on Customer’s behalf (“Third Party Payor”), then Customer agrees that: (a) it shall immediately notify DLink of such Third Party Payor and provide all required details of the Third Party Payor; (ii) assumption of the payment obligations by the Third Party Payor shall not in any way release Customer from any of Customer’s obligations under the Agreement; (c) any failure by the Third Party Payor to pay the fees shall entitle DLink to any remedy against Customer set forth in the Agreement or available to DLink by law, including, suspension or termination of the Services; (d) it shall indemnify and hold harmless DLink from and against any claims in connection with such Third Party Payor paying the fees instead of Customer. DLink may refuse any payment by a Third Party Payor in its sole and absolute discretion, in which case Customer shall be required to pay DLink any and all due fees directly.

Late and Overdue Payments. Without limiting DLink’s rights or remedies, if Customer fails to pay any fees by their due date: (i) such fees may bear interest at the rate of one percent (1%) per month of the outstanding balance (or the maximum amount permitted by applicable law, whichever is less); and (ii) DLink shall have the right to suspend or cease providing the Services or terminate the Agreement if such fees are not paid within 10 (ten) days of notice by DLink of its intention to terminate the Agreement or suspend or cease providing the Services until the debt is paid. DLink shall not apply such late interest, terminate the Agreement, or suspend provision of the Services if Customer has notified DLink prior to the due date that it believes the invoice is incorrect, has a reasonable good faith basis for such determination and cooperates with DLink in good faith to resolve the issue. If the parties do not resolve such issue amicably within 30 (thirty) days following the receipt of the notice from Customer, DLink shall have the right to exercise any of its abovementioned rights.

Taxes. Unless expressly stated otherwise under an Order Form, all fees are exclusive of any local, state, or federal sales, use, excise, with holding, VAT or other similar taxes or duties, and any such taxes, to the extent legally applicable, shall be borne and paid by Customer (except for any taxes based on DLink’s net income).

6. Customer Data and Privacy

DLink Responsibilities. DLink shall process Customer Data in compliance with applicable data protection and privacy laws and regulations pursuant to the terms set forth in the Agreement including, to the extent any such Customer Data contains Personal Data, the  DPA. DLink shall implement and use appropriate physical, technical, administrative, and organizational measures that are designed to protect against any anticipated threats or hazards to the security or integrity of the Customer Data, as further specified in our Security Measure Commitments.

Customer Responsibilities. Customer shall: (i) collect, use and process Customer Data in compliance with applicable data protection and privacy laws and regulations; (ii) provide appropriate notice to End Users that clearly and accurately discloses its privacy practices, including with respect to its use of services such as the Services; and (iii) ensure it has or obtains all necessary rights, lawful basis, and, where required by law, consents (including parental consent in the case of any End User Data related to Children) to: (a) collect and use the End User Data; (b) enable the processing of End User Data by DLink as per the terms of the Agreement; (c) place any cookies or similar technologies (including by DLink) on End Users’ browsers or mobile devices; and (d) configure the Services and Developer Tools in such a manner that ensures compliance with any platform policies and terms (e.g. Apple and Google Store) applicable to Customer.

Personal Data. To the extent any End User Data is deemed Personal Data as such term is defined under the DPA, the terms and conditions set forth in the DPA shall apply to the use and processing of such Personal Data and shall be deemed incorporated by reference into this Agreement.

7. Confidentiality

Definition. During the Term, each party may disclose to the other party Confidential Information. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality and non-use restrictions; (d) is required to be disclosed in order to provide the Services, in accordance with the terms of this Agreement; or (e) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that, to the extent permitted by applicable law, the Receiving Party provides the Disclosing Party with prompt notice of such requirement and reasonably cooperates with Disclosing Party to obtain an order protecting the information from disclosure and discloses only such minimal portion of the Confidential Information required to be disclosed. In addition, the terms of this Agreement may not be disclosed by either party, without the other party’s prior written consent, except during due diligence in the course of a merger, acquisition, investment or sale of all or substantially all of a party’s shares or assets.
Duty of Care. The parties agree to hold all Confidential Information in strict confidence and not to disclose such Confidential Information to third parties other than Affiliates, employees, agents, consultants or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement.  The parties agree to advise and obtain undertakings from their respective Affiliates, employees, agents, consultants and subcontractors of their obligations to keep all Confidential Information confidential and each party shall remain liable for any breach of confidentiality and non-use obligations by any of the foregoing. Each party agrees to treat the Confidential Information it receives with the same degree of care as it treats its own Confidential Information and in any event, with no less than a reasonable degree of care. As between the parties, each party retains all ownership rights in and to its Confidential Information.

Remedies. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.  Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings.

Return of Data. Upon termination or expiration of this Agreement, each party shall, within thirty (30) calendar days from the date of termination, return or destroy all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession. The non-disclosure and non-use obligations set forth in this Section 7 shall survive the termination or expiration of this Agreement for a period of 5 (five) years except that any trade secrets (including, but not limited to source codes, technology, algorithms, and protocols) shall be deemed and treated as Confidential Information for as long as such information continues to be protectable as trade secret information under applicable laws.

8. Warranties

Mutual Warranties. Each party represents and warrants that: (a) it is duly organized under applicable law and has sufficient authority to enter into this Agreement; (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party; (c) the execution and performance under this Agreement does not conflict with any contractual obligations such party has to any third party; (d) it will not knowingly introduce into the other party’s systems any worms, viruses, spyware, adware or other malicious or intrusive software; and (e) it shall comply with all applicable federal, state, local, or other laws and regulations applicable to its obligations under this Agreement.

Disclaimer of Warranties.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER ACCEPTS AND ACKNOWLEDGES THAT THE DEVELOPER TOOLS, SERVICES, AND REPORTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, EXCEPT AS EXPRESSLY PROVIDED HEREIN. DLink FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES, DEVELOPER TOOLS OR REPORTS WILL MEET CUSTOMER’S NEEDS, BE ERROR FREE, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. IN ADDITION, THE SERVICES, DEVELOPER TOOLS, AND REPORTS PROVIDED UNDER A FREE SUBSCRIPTION PACKAGE, FREE TRIAL OR BETA SERVICES ARE EXCLUSIVE OF ANY WARRANTY AND REPRESENTATIONS WHATSOEVER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. TO THE EXTENT THAT DLink CANNOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM REQUIRED UNDER SUCH LAW.

9. Limitation of Liability

IN NO EVENT SHALL DLlink BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT, INCIDENTAL, AND EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE WHETHER BASED IN AGREEMENT, TORT OR OTHERWISE, EVEN IF DLlink HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. DLlink’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY DLlink FROM ADVERTISER FOR THE  ORDER GIVING RISE TO THE CLAIM.

 IN ANY EVENT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO DLINK IN THE 12 (TWELVE) MONTHS PRECEDING THE CLAIM.  THE FOREGOING EXCLUSIONS AND LIMITATIONS SET FORTH THE ENTIRE LIABILITY OF ONE PARTY TO THE OTHER UNDER THIS AGREEMENT, INCLUDING LIABILITY RESULTING FROM A BREACH OF AGREEMENT, TORT, OR ANY OTHER THEORY OF LIABILITY, BUT IN NO WAY SHALL LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THIS AGREEMENT, DLINK SHALL HAVE NO LIABILITY WHATSOEVER FOR THE SERVICES AND THE DEVELOPER TOOLS PROVIDED UNDER A FREE SUBSCRIPTION PACKAGE, FREE TRIAL OR BETA SERVICES, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DLINK’S AGGREGATE LIABILITY SHALL NOT EXCEED $1,000.00.

10.  Term and Termination

Term. The term of this Agreement shall commence on the Effective Date and shall continue until all Order Forms have expired or terminated. Each Subscription Package under an Order Form shall commence on the start date and end on the end date specified in the Order Form, unless earlier terminated or renewed pursuant to the terms of the Agreement. Unless otherwise specified in the Order Form, each Subscription Package shall automatically renew for additional periods equal to the then expiring Subscription Package Term, unless either party provides the other party with written notice of its intent not to renew the Subscription Package at all or under the same terms at least 30 (thirty) days prior to the end of the then applicable Subscription Package term. The fees for each of the Services under a renewed Subscription Package shall be charged at the standard fees charged by DLink for such Services at the time of renewal; provided, that if such fees exceed 7% (seven percent) of the fees charged in the immediately preceding Subscription Package Term, DLink shall provide Customer with notice of such increase at least 30 (thirty) days prior to the renewal. The Subscription Package Term for any additional Services ordered during the Subscription Package Term of an existing Subscription Package shall be adjusted to be in alignment with the existing Subscription Package and the fees for such additional Services shall be prorated accordingly.

Termination for Cause. Each party may terminate the Agreement upon written notice if the other party is in material breach of this Agreement and such breach is not curable or is not cured within 30 (thirty) days from the receipt of written notice of such breach. In addition, either party shall have the right to terminate this Agreement upon 30 (thirty) days’ written notice to the other party pursuant to section 6.3 of the DPA.

Termination for Liquidation. Either party may terminate the Agreement immediately upon written notice if the other party: (i) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors that is not dismissed or discharged within sixty (60) days after being commenced; (ii) admits in writing its inability to pay its debts generally as they become due, or takes any corporate action tantamount to such admission; (iii) makes an assignment for the benefit of its creditors; or (iv) ceases to do business as a going concern.

Effects of Termination. Upon any termination or expiration of this Agreement, DLink will cease providing the Services and any fees due under an Order Form shall be required to be paid immediately. All fees due under an Order Form are non-cancellable and non-refundable except in the case of termination by Customer pursuant to Section 16(Termination for Cause) , in which case Customer shall be entitled to a pro-rated refund of any prepaid fees for Services not yet rendered up to the date of termination. Any obligations of the parties that by their nature are intended to survive the termination or expiration of this Agreement shall survive any termination or expiration thereof.
11. Trade Sanctions

Each party represents that it (or any related/controlling company or controlling shareholder individual) is not the subject of any US, UK, EU or UN sanctions and are not named on any restricted party or similar sanctions list. Customer will not, and will not permit any Service User to, access or use any Services in a U.S.-embargoed or sanctioned country or region (currently Cuba, Iran, North Korea, Syria, Crimea, Luhansk, Donetsk). DLink reserves the right to restrict access to the Services from other countries where DLink is not permitted to offer or provide the Services due to regulations applicable to it or to terminate the Agreement to the extent any Customer comes under sanctions during the Subscription Package Term.