1.1 The applications and the related websites (“Kwai for Business”) are owned and operated by Kwai for Business and its affiliates (collectively, “we”, “us”, “our” or the “Company”). Kwai for Business’s contracting party with you depends on the country or region where your advertisement is posted and such entity is specified in the COUNTRY / REGION SPECIFIC TERMS.
1.2 These Kwai for Business Ad Platform Terms (these “Terms”) are entered into between Company and the person executing these Terms electronically (“you” or “Advertiser”). These Terms set forth the terms and conditions by which you may access, participate and use our advertising platform and any related services that are made available to you through your advertising account (“Account”) with us (the “Kwai for Business Ad Platform”), pursuant to your agreement to these Terms, [advertising agreement, framework agreement/master service agreement, insertion order, purchase order] or other similar agreement with us regarding your use of the Kwai for Business Ad Platform (collectively, the “IO”).
1.3 Please read these Terms carefully as you must agree to these Terms before proceeding to use the Kwai for Business Ad Platform. By accessing, participating or using the Kwai for Business Ad Platform, you confirm that you are legally competent to sign a binding contract with the Company and that you accept these Terms and agree to comply with these Terms. If you do not agree with or accept these Terms, you must not access or use Kwai for Business Ad Platform. If you didn’t expressly agree with these Terms but still register an Account on the Kwai for Business Ad Platform and use the services, such actual registration and use by you would be deemed as your consent to these Terms and these Terms are binding on you.
1.5 If you are using the Kwai for Business Ad Platform on behalf of a business or entity, whether in part or in whole, then you agree, represent, warrant and undertake that (a) you are duly authorized by, and will remain authorized by, such business or entity to agree on its behalf and bind such business or entity to these Terms; and (b) the business or entity is legally responsible for your use of the Kwai for Business Ad Platform as well as for the use of your Account by any other individual authorized by such business or entity, including without limitation any authorized officers, directors, employees, agents and advisors. In such case, “you” and “your” includes you and the business or entity that you represent when using Kwai for Business on their behalf.
1.6 The Kwai for Business Ad Platform is only available to [individuals who are above the legal minimum age (unless otherwise stipulated by applicable laws, this is usually 18 years old) in their respective jurisdictions pursuant to applicable laws and] companies that are appropriately licensed (as applicable) and otherwise permitted to conduct business in their relevant jurisdictions. If you are a company, you represent and warrant that you are appropriately licensed (as applicable) and legally permitted with necessary certificates, approvals and qualifications to conduct business in your relevant jurisdictions.
1.7 We reserve all rights to modify or cancel the Kwai for Business Ad Platform at any time.
1.8 We reserve the right to amend, replace and/or otherwise update these Terms from time to time. We will update the “Last Modified” date at the top of these Terms, which reflect the effective date of such Terms. The updated Terms shall become effective and replace the original Terms at the time of posting on Kwai for Business. If we make changes that are material, we will use commercially reasonable efforts to attempt to notify you, such as by e-mail or the system notification. However, it is your responsibility to review these Terms regularly to check for such changes. You will be deemed to have read, understood and accepted the updated Terms if you continue to use the Kwai for Business Ad Platform after these Terms have been updated.
1.9 If you access or use the Kwai for Business Ad Platform from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to users in each jurisdiction as outlined in the relevant “COUNTRY / REGION SPECIFIC TERMS” section below. In the event of a conflict between the provisions of the COUNTRY / REGION SPECIFIC TERMS that are relevant to your jurisdiction from which you access or use the Kwai for Business Ad Platform, and the rest of these Terms, the relevant COUNTRY / REGION SPECIFIC TERMS will supersede and control with respect to your use of the Kwai for Business Ad Platform from that jurisdiction. Access to the Kwai for Business Ad Platform from jurisdictions where the contents or practices of the Kwai for Business Ad Platform are illegal, unauthorized or penalized is strictly prohibited.
2.1 The Kwai for Business Ad Platform is an advertising platform that allows and assist you to create, submit and/or place advertising or sponsored content or other materials (“Ads”) on services, websites or applications operated by us, our affiliates or our third-party partners, which may include Kwai for Business (together, the “Platforms”).
2.2 By using the Kwai for Business Ad Platform, you grant us and our affiliates the right to display and place any advertising materials, data and/or content, including, without limitation, photos, text, and videos (collectively, “Ad Materials”) that you submit, upload or otherwise provide through the Kwai for Business Ad Platform in connection with the placement of your Ads. We may review your Ad Materials prior to placing such Ad Materials. Please kindly note that our reviewing of your Ad Materials doesn’t exempt your compliance responsibilities or liabilities in respect of the Ad Materials.
2.3 You are solely responsible for and the content of all Ad Materials, Ads, trafficking and targeting decisions with respect to the Ads, any website or redirects to which Ads direct viewers and all products and services offered or advertised. We may, at our sole discretion and for the benefit of the Kwai for Business Ad Platform, reject or remove Ad Materials or Ads at any time for any or no reason. If any Ad Materials or Ads are prohibited or restricted under applicable laws (whether in part or in full), we may reject or ask you to modify the Ad Materials or Ads (as applicable) to ensure compliance with applicable law and may also require additional compliances and disclosures from you. You hereby agree to any such modification and/or disclosure of Ad Materials or Ads.
2.4 You represent and warrant that you are the owner of, or are licensed to use, the entirety of Advertising Materials and intellectual property owner’s testimonials as well as all of their requisite parts, and have the full right and authority to use all trademarks, marks, logos, brands, service marks, trade names, and any other content contained in the Advertising Materials and intellectual property owner’s testimonials.
2.5 The decision as to how your Ads are displayed, e.g. their size and positioning, shall be determined by us. We cannot control and shall not be held responsible for how clicks are generated on your Ads. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running Ads. For the avoidance of doubt, we shall not be responsible for the editorial or content adjacency or competitive separation for Ads. For example, your Ads may be placed next to unmoderated user generated content. Where required by applicable law or upon a request by a governmental authority, we may provide access to your Ad, for example, if the Ad contains politically sensitive content.
2.6 You may have Insertion Order and manage your advertising campaign through your Advertising Account. You agree to provide accurate, complete and current information required to register with Kwai for Business during your using of the services, including but not limited to, company name, e-mail address of the designated contact person, physical address, corporate payment information, relevant tax information like tax id or other information as requested. You also undertake that you will maintain and update the above-mentioned information to keep it accurate, complete and current. You understand and agree that your failure to provide, update accurate, complete and current information may lead to suspension or termination of your access to and your use of the services of the Kwai for Business Ad Platform. You also agree that we may, subject to applicable laws or regulations of jurisdiction(s) where you reside or locate or your ads are published / target, retain above-mentioned information you submitted to us, and such retention may persist beyond your cessation of the use of the services.
2.7 You are solely responsible for the use of the Kwai for Business Ad Platform and the security of your Account, including safeguarding it from unauthorized access and use. You must secure the user’s name and password associated with your Account and regularly change it. Your Account can only be used by yourself and you may not lend, give away or rent the Account or transfer, sell or share the Account in breach of these Terms.
2.8 You shall notify us immediately if your Account is used without authorization. Otherwise, the unauthorized use will be treated as an act of you and you shall be solely liable for all loss, damages and consequences arising therefrom, including but not limited to online signatures of various agreements, release of information, purchase of services as well as disclosure of information under these Terms.
2.9 If the use of your Account is deemed to threaten the safety of your Account, the Accounts and/or information of other Advertisers and/or the security or system integrity of the Platforms, we have the right to suspend and/or terminate your Account and/or access to the Kwai for Business Ad Platform immediately without notice to you at our sole discretion, subject to applicable laws.
2.10 We may immediately at any time and without notice (at our sole discretion) terminate or suspend your Account or use of the Kwai for Business Ad Platform if (a) you have materially breached your obligations under these Terms or the IO; (b) you have violated applicable laws, regulations or third-party rights; or (c) we believe in good faith that such action is reasonably necessary to protect the personal safety or property of the Company, Advertisers, or third parties. We have the sole right to determine whether you are in breach of any terms contained in these Terms or the IO.
2.11 If your Account is suspected to be involved in illegal or improper activities, you shall cooperate with the relevant personnel designated by us to solve the issue. In such situations, we may be required to cooperate with competent authorities investigating such activities including, but not limited to, conducting investigation and evidence collection of such illegal activities by providing the identity information and the transaction records of such associated Account.
2.12 You may use the services to set up, manage for advertising campaigns where Kwai for Business Ad Platform will deliver advertising content to its users.
2.13 Kwai for Business Ad Platform may provide you tools or competence to choose, implement, or use features or functionalities of the services to help you to optimize or target your advertisement content. Kwai for Business and its affiliates may provide you certain optional features related to targeting to help you with the selection and generation of targeting. You understand that it is not a compulsory requirement from Kwai for Business Ad Platform that you must adopt or rely on such optional features and you may, at your sole discretion, opt-in or opt-out of usage of such optional features provided by Kwai for Business Ad Platform. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE, RELIANCE UPON, DECISIONS, IMPLEMENTATIONS AND AUTHORIZATION OF, WHICH RELATE TO ANY TARGETING, INCLUDING ANY OPTIONAL TARGETING FEATURES, WHETHER OR NOT IMPLEMENTED USING FEATURES OR FUNCTIONALITIES OF THE SERVICES. YOU SHALL COMPLY WITH ALL THE APPLICABLE LAWS OR REGULATIONS OF THE JURISDICTION(S) WHERE YOU RESIDE OR LOCATE OR YOUR ADVERTISING MATERIALS ARE POSTED / TARGET. You understand and agree that Kwai for Business Ad Platform may at its sole discretion suspend, update, modify or even terminate the targeting services and features or any other information or functionalities. You here authorize Kwai for Business Ad Platform to implement all ad targeting that you choose, implement or use.
2.14 You understand and agree that Kwai for Business Ad Platform or its affiliates may implement beta, ad experiments as part of the services. Such services are governed by these Terms. If there is any non-public information or materials relating to above-mentioned activities by Kwai for Business Ad Platform, you shall not disclose such non-public information without prior written consent of us.
2.15 To the extent permitted under applicable law, you may not:
(a) decompile, reverse compile or reverse engineer any of the software used by us and the Kwai for Business Ad Platform or seeking to do any of the foregoing, including determining or attempting to determine any source code, algorithms, methods or techniques embodied by the Kwai for Business Ad Platform or any derivative works thereof;
(b) without our written consent, distribute, license, transfer or sell, in whole or in part, any of the Kwai for BusinessAd Platform or any derivative works thereto;
(c) engage in or attempt to engage in any actions undermining the fairness of the Kwai for Business Ad Platform or other actions disturbing the proper normal order of the Kwai for Business Ad Platform, such as disrupting the Kwai for Business Ad Platform or Platforms or any networks connected to the foregoing, bypassing any measures we may use to prevent or restrict access to the Kwai for Business Ad Platform;
(d) without our authorization, incorporate the Kwai for Business Ad Platform or any portion thereof into any other program or product,
(e) impersonate or attempt to impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content made available by you emanates from the Kwai for Business Ad Platform;
(f) distribute any materials that contain viruses, network worms, Trojan horse viruses, corrupted files or other malicious codes or items that disturb, destroy or restrict the functions of computer software, hardware or communication devices, Kwai for Business Ad Platform, or servers and networks connected with Kwai for Business Ad Platform;
(g) use the Kwai for Business Ad Platform in a manner that would violate any applicable laws.
Additionally, the terms of the relevant IO and these Terms shall apply to all Ad Materials. Failure to comply may result in a variety of consequences, including the suspension or cancellation of Ads you have placed and termination of your Account.
2.16 If the services of Kwai for Business Ad Platform permit you to use information of your products, services or your customers (collectively referred as Client Data) for using the ad targeting, you agree that Kwai for Business Ad Platform may use your Client Data solely for the purpose of fulfilling your ad targeting. You agree that you are independently responsible and liable for security and confidentiality of your Client Data, and you represent and warrant that you have obtained all the necessary licenses, consents or approvals to use your Client Data for lawful purposes. Here you also agree that once you decide not to use your Client Data in services of Kwai for BusinessAd Platform, you may at your own expense, take necessary measure to delete, take down or remove your Client Data from Kwai for Business Ad Platform.
2.17 You may be able to monitor your Ads’ performance and generate performance reports through the Kwai for Business Ad Platform. For any data generated from an Ad, including all data from reports provided through the Kwai for Business Ad Platform (collectively, the “Ad Metrics”), you may only use on an aggregated and anonymous basis, where the Ad Metrics cannot be used to identify an individual via any means and for the purpose of monitoring the performance of your Ads and for improving their effectiveness on the Kwai for Business Ad Platform.
2.18 You agree not to and shall not permit any third party to use the Ad Metrics unless on an aggregated and anonymous basis, where the Ad Metrics cannot be used to identify an individual via any means. For example, you may not (i) create compilations or combinations of the Ad Metrics, (ii) combine Ad Metrics with any other information for advertising purposes, except where this is done only on the Kwai for Business Ad Platform, (iii), transfer or provide access to Ad Metrics to any other party, or (iv) link Ad Metrics with any identifiable person.
3.1 You hereby represent and warrant to us that:
(a) you hold and will continue to hold all rights or authorizations, including intellectual property rights or authorizations, to the Ad Materials;
(b) all information and authorizations you submit to us are and will continue to be complete and valid;
(c) you will not and shall not authorize any third party to generate automated, fraudulent activities, misleading or otherwise invalid impressions, clicks or conversions relating to Ads on the Platforms;
(d) you will not and shall not authorize any third party to engage in scraping, web crawling or any related activities to collect information from any Platforms for advertising or analytics purposes without our prior written consent;
(e) the contents of the Ad Materials or Ads you make available on the Platforms shall not:
(i) violate applicable laws or regulations in the jurisdiction(s) in which the Ad Materials or Ads are published / target;
(ii) contain any content that constitutes a misrepresentation, is defamatory or violates any rights of privacy or publicity;
(iii) violate the Kwai for Business Terms of Service;
(iv) contain any content that is prohibited by the Kwai for Business Community Guidelines or Advertisement Policy; and
(v) infringe any intellectual property rights, including moral right, database right, trade secret, or other proprietary right.
3.2 As a condition of your access to and use of the Kwai for Business Ad Platform, you agree not to use the Kwai for Business Ad Platform to infringe any intellectual property rights or any third-party rights, for example uploading or sharing copyrighted material of a third party on the Kwai for Business Ad Platform without their consent. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the Accounts of any Advertiser who infringes or is alleged to infringe any third-party rights or any intellectual property rights.
4.1 You may upload photos, text, and videos, as well as information about individuals, e.g. users or customers of your services or products onto the Kwai for Business Ad Platform (such advertising content, “Ad Data”).
4.2 You represent and warrant that you will only upload Ad Data to the Kwai for Business Ad Platform to the extent that:
(a) its upload and use by you complies with these Terms and with applicable laws and regulations, especially data protection laws;
(b) such Ad Data does not contain any personal information nor is it regulated by any applicable law or regulations, especially data protection laws. To the extent it contains such information, you have obtained all necessary consents and other authorizations required by applicable laws and regulations, especially data protection laws, for its collection and use, including uploading it on to the Kwai for Business Ad Platform; and
(c) you will, at your own expense and in accordance with appliable laws and regulations, especially data protection laws of jurisdiction(s) where you reside or locate or your advertising materials are published / target, take necessary measures to secure and protect Ad Data which may contain personal information; and
(d) there are no restrictions under applicable laws (including applicable data protection laws) that would apply to you or your use of the Ad Data as envisaged by these Terms, including the upload of Ad Data on theKwai for Business Ad Platform.
5.1 Without prior written consent of us, you shall not use Kwai for Business’s trademarks, service marks, trade names, logos, domain names or other commercial or product designations for any purpose. And you shall not file any trademarks, logos, trade names or domain names which are identical or similar to those marks or logo of Kwai for Business. Your violation of this clause may constitute material breach of the Terms and we are entitled to claim damage against you for your breach of the Terms.
5.2 All copyrights in and to services of Kwai for Business Ad Platform belong to Kwai for Business and/or Kwai for Business’s licensors.
5.3 You hereby acknowledge and agree that proprietary information and materials included or incorporated in the services of Kwai for Business Ad Platform belong to Kwai for Business and/or Kwai for Business’s licensors. Except for the necessary performance of the Terms, or unless otherwise specified by applicable laws, you shall not use the proprietary information or materials in any form without our prior written consent or our express consent stipulated in the Terms.
5.4 You hereby grant us, our affiliates and third-party partners a royalty-free, non-exclusive, sub-licensable, transferable, perpetual and limited license (but not an obligation) to use such Ad Materials (i) to operate the Kwai for Business Ad Platform; (ii) to improve the Platforms; and (ii) for our own marketing purposes using data.
5.5 You hereby grant us and our affiliates worldwide, a worldwide, royalty-free, non-exclusive, sub-licensable, transferable, unlimited and perpetual (unless withdrawn expressly in writing by you) license (but not an obligation) to use, host, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other end users of the Platforms and other third parties to view, access, use, download, modify, adapt, reproduce, translate, display, make derivative works of, publish and/or transmit your Ad in any media format and on any of the Platforms without compensation to you or others, either now known or hereinafter invented.
6.1 Each Party and its affiliates shall keep secret and confidential the methods, processes and techniques and all information, knowledge, trade practices, pricing and secrets communicated to such Party by the other Party under this Agreement. Any information accepted as confidential shall be used only as agreed and will not be revealed to any other third party without the express written permission of the disclosing Party.
6.2 Upon the disclosing party’s request, the receiving party will promptly a) cease all use of all Confidential Information and b) at the disclosing party’s election, either return to the disclosing party or destroy all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information as well as all copies thereof (including electronic copies);provided that the disclosing party shall not be required to destroy any generally inaccessible electronic data preserved on backup systems in the ordinary course as part of its standard backup procedures, and the disclosing party shall be entitled to retain a copy of any Confidential Information solely for compliance purposes as required by applicable law or regulation; provided further that any such retained Confidential Information shall continue to be protected by the terms of this Terms (notwithstanding its termination or expiration) for so long as it remains Confidential Information hereunder.
6.3 Notwithstanding the foregoing, the receiving party shall have no liability to the disclosing party with regard to any Confidential Information of the disclosing party which the receiving party can prove:
6.3.1 was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
6.3.2 was known to the receiving party, without restriction, at the time of disclosure, as evidenced by written records of the receiving party;
6.3.3 is disclosed with the prior written approval of the disclosing party;
6.3.4 was independently developed by the receiving party without any use of the Confidential Information;
6.3.5 is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in the Terms;
6.3.6 becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of the Terms by the receiving party and otherwise not in violation of the disclosing party’s rights;or
6.3.7 is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide the disclosing party with prompt notice of such court order or requirement to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
7.1 In the case of third-party ads, you represent and warrant to us that you have the authority to place such Ads on the third-party Advertiser’s behalf and the authority to bind such third-party Advertiser to these Terms. You also agree that if the third-party Advertiser breaches these Terms, we may hold you liable or jointly-liable for such breach.
8.1 You agree that as part of the provision of the Kwai for Business Ad Platform to you, we and our affiliates may, from time to time, conduct tests that may affect your access or use of the Kwai for Business Ad Platform, for example, such tests may affect the display or performance of your Ad Materials. In order to conduct these tests efficiently, you will not be notified of such tests nor will you be compensated in the event your Ads are negatively impacted as a result.
9.1 Save for where cancellation terms are separately agreed in an IO, in which case such cancelation terms will take precedence, you may cancel an Ad through your dashboard on the Kwai for Business Ad Platform. However, your Ad may run for 24 hours after you notify us and you are responsible for any payment for the Ads that run.
10.1 Your payment for your use of the Kwai for Business Ad Platform will be made pursuant to the terms and payment methods set forth in the IO or agreements signed by you and Kwai for Business in forms other than the Terms here.
10.2 All amounts applicable to each Ad you place and any applicable taxes shall be paid by you, or a third-party partner / affiliate whom you may designate (as the case may be). The amount due for each Ad will be calculated based on our tracking mechanisms. In the event your payment method fails or is outstanding, you agree that we may take additional steps to collect the outstanding amounts and may, in our absolute discretion, suspend your access to the Kwai for Business Ad Platform until the outstanding amounts are paid in full. Expenses associated with the collection of outstanding amounts shall be borne by you. Outstanding amounts will accrue interest at [1%] per month or the lawful maximum, whichever is less.
11.1 YOUR ACCESS TO AND USE OF THE KWAI FOR BUSINESS AD PLATFORM ARE AT YOUR OWN RISK. WE DO NOT GUARANTEE THE REACH OR PERFORMANCE THAT YOUR ADS WILL RECEIVE, SUCH AS THE NUMBER OF PEOPLE WHO WILL SEE YOUR ADS OR THE NUMBER OF CLICKS YOUR ADS WILL GET.
11.2 THE KWAI FOR BUSINESS AD PLATFORM IS PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO IT. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
(a) YOUR USE OF THE KWAI FOR BUSINESS AD PLATFORM WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE KWAI FOR BUSINESS AD PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND
(c) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE KWAI FOR BUSINESS AD PLATFORM WILL BE CORRECTED.
11.3 NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE) APPLY TO THE KWAI FOR BUSINESS AD PLATFORM EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THESE TERMS OR THE IO.
11.4 WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE KWAI FOR BUSINESS AD PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
12.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
12.2 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless, us, our parent companies, subsidiaries, and affiliates, and each of our respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of (a) a breach by you or any user of your Account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms; (b) your violation of any applicable laws and regulations; (c) your Ad Materials or Ads; or (d) your negligence or willful misconduct.
12.3 If you violate or are suspected of violating any laws, regulations, these Terms, IO and other policies applicable to your use of the Kwai for Business Ad Platform, the Company has the right to take all necessary measures (including but not limited to detaining the balance of your Account, suspending / terminating your Account, or reporting to the relevant authorities, etc.) immediately without notice, in order to reduce or eliminate the influence.
12.4 To the fullest extent permitted by law, you acknowledge and agree that any claim or dispute you have with any other third party in connection with the Ad Materials or Ads you submit on the Kwai for Business Ad Platform or theKwai for Business Ad Platform (including any other Advertiser of the Kwai for Business Ad Platform) is between you and such third party and you irrevocably agree to release and hold harmless us from any and all claims, demands and/or damages arising out of such claim or dispute.
12.5 IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS OR LICENSORS BE LIABLE TO YOU FOR:
(a) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
(b) ANY LOSS OF GOODWILL;
(c) ANY LOSS OF OPPORTUNITY;
(d) ANY LOSS OF DATA;
(e) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU.
(f) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
(i) ANY CHANGES WHICH WE MAY MAKE TO THE KWAI FOR BUSINESS AD PLATFORM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PLATFORMS;
(ii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY AD MATERIALS OR ADS MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE KWAI FOR BUSINESS AD PLATFORM OR PLATFORMS;
(iii) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
(iv) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
12.6 OUR TOTAL LIABILITY TO YOU, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF, OR IN RELATION TO, THESE TERMS OR SERVICE, WILL BE LIMITED TO, THE GREATER OF: (I) US$ 100, OR (II) THE AMOUNT OF PAYMENT MADE BY YOU TO US IN THE PAST 12 MONTHS, UNLESS OTHERWISE MANDATORILY REQUIRED BY APPLICABLE LAW.
12.7 THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 By using the Kwai for Business Ad Platform, you agree, and shall procure your subsidiaries, officers, employees and affiliates, to comply with all applicable laws in the jurisdictions in which your Ads are published / target, including all applicable trade, economic, financial, sanctions and export laws and regulations (collectively, “Sanction Laws”), and you agree not to cause Company to violate Sanction Laws. You are expected to do conduct your own research on the local regulations for the jurisdictions in which your Ads are published / target.
13.2 You cannot publish Ads for or on behalf of entities or individuals in countries or regions subject to Sanctions Laws (each a “Sanctioned Country”).
13.3 You represent that you are not
(a) operating, organized, or resident in Sanctioned Country;
(b) identified on a list of designated persons subject to Sanction Laws that is maintained by the United States, European Union, United Kingdom, or United Nations; or
(c) owned or controlled by, or acting for or on behalf of, one or more persons described in Clause 13.3(a) or 13.3(b).
(d) If we reasonably determine that you are in violation of Clause 13, or that we cannot perform our obligations under these Terms due to restrictions or prohibitions under Sanction Laws, we may terminate these Terms effective immediately.
14.1 Each Party will not permit or allow, by act or omission, the paying, making, offering, promising, authorizing or causing to pay, make, offer, give, promise, or authorize, either directly or indirectly, by such party and/or its employees, of any bribe, commission, money, payment, gift (other than promotional and marketing gifts of nominal value), loan, fee, reward, travel, entertainment or transfer of anything of value, to or for the use or benefit of the other party (and/or its affiliates) and/or its employees (and/or their families), which may adversely affect the formation and execution of the Terms. Except as specified in the Terms, each Party and/or its employees shall not pay or return the other Party’s (and/or its affiliates’) employees (and/or their families) including but not limited to: discount, rebate, labour fee or information fee etc. If any staff of Kwai for Business violates this clause, you may contact and file complaint to: firstname.lastname@example.org.
14.2 Any party shall notice the other party in case of the above circumstances, and the non-breaching party may claim from the breaching party for all the direct loss incurred from the above circumstances, and other compensations caused to the non-breaching party and/or its affiliates.
15.1 To the fullest extent permitted by local laws and regulations, these Terms and any dispute or claim resulting from or in connection with the Terms will be governed by the laws of Singapore.
15.2 Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with the Terms, including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre under the Arbitration Rules of the Singapore International Arbitration Centre s then in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Singapore. There will be one arbitrator only. The arbitration proceedings will be conducted in English.
15.3 You agree to the applicable governing law set forth in the “COUNTRY / REGION SPECIFIC TERMS” section below, without regard to choice or conflicts of law rules. Any dispute, claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation will be resolved in accordance with the terms set forth in the “COUNTRY / REGION SPECIFIC TERMS” section below.
15.4 These Terms, together with the IO, constitute the whole legal agreement between you and Company and supersede all prior agreements between you and Company in relation to the Kwai for Business Ad Platform. You agree that you will have no claim against us for any statement which is not explicitly set out in these Terms or the IO. If there are any conflicts between these Terms and the IO, the terms of the IO shall govern.
15.5 The failure of either you or us to exercise or enforce any right or remedy of these Terms will not constitute a waiver of such right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver of any provision of these Terms will be effective only if in writing and signed by the relevant party.
15.6 No amendment, variation or waiver of these Terms shall be effective unless it is in writing and duly executed by or on behalf of all of the parties to these Terms. No variation shall constitute a general waiver of any provision of these Terms, and the rights and obligations of the parties under these Terms shall remain in full force and effect save and only to the extent that they are so varied. Any variation made shall not affect any rights or obligations under these Terms which has been accrued up to the date of said variation.
15.7 Upon termination of these Terms, any provision which, by its nature or express terms should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will survive such termination or expiration.
15.8 Any disputes arising from or relating to the interpretations or performance of these Terms shall be firstly settled through friendly and amicable negotiation between the Company and you.
15.9 If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
15.10 We do not guarantee that our Kwai for Business Ad Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Kwai for Business Ad Platform. You should use your own virus protection software.
15.11 The Company has no liability for any damages due to maintenance or connection failure of the information network equipment, failure of computer, communication or other systems, hacker activities, computer viruses, power failure, strike, revolt, fire, flood, storm, explosion, war, act of government, force majeure, pandemic, epidemics, order of judicial and administrative authorities or any other third-party reasons.
15.12 No provision in these Terms is intended to or creates a partnership between you and Company (each a “party”) or establishes a party as the agent of another party for any purpose. A party has no authority to act for, bind, contract in the name of, or create a liability for the other party by any means or for any purpose.
15.13 Notwithstanding any other provision in these Terms:
(a) you shall not without our prior written consent, assign, transfer, novate, part with, outsource, subcontract or delegate any of your rights, responsibilities and/or obligations under these Terms (in whole or in part); and
(b) we may freely assign, transfer, novate, part with or subcontract any of our rights, responsibilities and/or obligations under these Terms (in whole or in part) without your prior consent or prior notice to you, (a) to any of our affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction.
15.14 A person who is not a party to these Terms has no right to enforce any terms of these Terms.
In addition to the definitions included in these Terms, unless otherwise expressly provided, the terms used in these Terms shall have the meanings ascribed to them below:
Advertising Material means all advertising elements in all kinds of forms provided by the Advertiser;
Advertising Platform means the advertising platform operated by the Platform Operator for publishing the advertisement;
Advertiser means the company responsible for contracting, by itself or through an agency, the advertising spaces for display of its Advertising Material and/or any other service;
Affiliates of a party means any entity, whether incorporated or not, that is Controlled by, Controls, or is under common Control with such Party;
Applicable Laws means all applicable legislation, regulations, any and all directives and/or guidelines of any applicable regulatory, governmental authority;
CPA: Cost Per Action;
CPC: Cost Per Click;
CPD: Cost Per Download;
CPM: Cost Per Thousand Impressions;
CPT: Cost Per Time;
Campaign means the product subject to an insertion order, the characteristics of which correspond to the advertiser’s instructions, for the distribution of a given Advertising Material, under conditions defined in accordance with these terms and conditions;
Confidential Information means any confidential or proprietary information and data of the Disclosing Party or its Affiliates, disclosed to the Recipient or its Representatives in connection with this Agreement, whether disclosed before or after the effective date of this Agreement, and whether disclosed electronically, orally or in writing or through other methods made available to the Recipient or its Representatives. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information shall not include any information which the Recipient demonstrates by clear and convincing evidence is (i) at the time of disclosure in the public domain or thereafter enters the public domain without any breach of this Agreement by the Recipient or any of its Representatives, (ii) known by the Recipient before the time of disclosure, other than as a result of a prior disclosure by the Disclosing Party or its Affiliates or the Disclosing Party’s Representatives, (iii) obtained from a third party who is in lawful possession of same and does not thereby breach an obligation of confidence to the Disclosing Party regarding such information, or (iv) developed by or for the Recipient or its Representatives through their independent efforts without use of Confidential Information; provided that, in each of the foregoing clauses (i) through (iv), no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are publicly known or in the Receiving Party’s possession, unless the particular combination itself and its principle of operations are in the public domain or in the Receiving Party’s possession without the use of or access to Confidential Information. The details of cooperation between both Parties are deemed to be Confidential Information of each Party, including but not limited to the Revenue and special terms agreed by both Parties other than in this online Agreement;
Data Protection Laws means any applicable data protection or privacy Law. It shall be including but not limited to (a) the EU Data Protection Directive 95/46/EC and EU e-Privacy Directive 2002/58/EC as implemented by countries within the European Economic Area (“EEA”); (b) from 25 May 2018, the EU General Data Protection Regulation (“GDPR”); and/or (c) the Children’s Online Privacy Protection Rule (“COPPA”) formulated by the Federal Trade Commission of the US; (d) from 1 January 2020, the California Consumer Privacy Act, and/or (e) the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (“LGPD”), and/or (f) other Laws that are similar, equivalent to, successors to, or that are intended to or implement the Laws that are identified in (a),(b),(c), (d) and (e) above;
Fraudulent Activities means by way of example and without limitation, actual or attempted to: (i) use or encourage or facilitate others to use optimization services and/or software to fraudulently inflate impressions, clicks or other user actions or information regarding user actions; (ii) generate or facilitate actions that are based on fraudulent or deceptive practices, including the use of deceptive implementation methods, robots or other automated tools to generate unintended user actions or encourage or facilitate any illegitimate user actions; (iii) mislead users to click on the Advertisement; (iv) in any way minimize or obstruct the display of any Advertisement, or edit, modify, filter or change the order of the information contained in any Advertisement; (v) edit the website tags, source codes, links, pixels, modules, Feeds or other data provided by Kwai for Business; (vi) offer or provide any unauthorized incentives (financial or otherwise) to User or (vii) use unsolicited email or inappropriate newsgroup postings to promote ads; (viii) automatically download, install, register；(ix) force users to download, install or register, or pop up search results windows endlessly for the purpose of exchanging resources；(x) cooperate through unconventional means such as virus programs, setting homepage, hijacking address bars, search engine cheating, etc;
Intellectual Property shall mean all worldwide rights in and to intellectual property, including without limitation rights to inventions, trade secrets, know-how, technology, research tools, data, software, improvements and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a party;
Insertion Order (“IO”) means the documents executed by the you and Kwai for Business to clarify and describe the business details. All IOs under the Terms can be made through e-mail sent to Kwai for Business by your designated contact person, or it can be made through your Account on the Advertising Platform of Kwai for Business. The IOs will be governed by the Terms as well as agreements between you andKwai for Business.
Payment means any monies or fees owed by the you under the Agreement, and for which Kwai for Business is owed service fees;
Platform Operator means the publisher of the advertisements which cooperates with the you. Kwai for Business for Business is the global and uniform brand for the Ad Platform. Wherever the ads are posted and operated, the Platform Operator would be an entity responsible for operation of advertising business in corresponding countries or regions subject to applicable laws. The specific Platform Operator would be specified in the IO accordingly;
Service(s) means the services provided by Kwai for Business to the you to promote the Advertiser’s Advertising Material or Advertiser’s designated application(s) on/through Advertising Platform cooperating with Kwai for Business;
Tracking Technology means all traceability tools integrated into the Advertising Material provided by the Advertiser for billing;
Working Day(s) means a day, other than Saturday, Sunday or a public holiday in the relevant country of the Territory where the advertisement is posted;
15.15 These Terms are drafted in the English language. If these Terms are translated into any language other than English, the English version shall prevail to the extent of any inconsistency, unless otherwise required under applicable laws and regulations and except as set out in the COUNTRY / REGION SPECIFIC TERMS.
15.16 If you have any questions on these Terms, please contact us through email at [email@example.com]. We will review the issues involved as soon as possible and reply to you.