Hyperbid Mediation Service Cooperation Agreement
Welcome to use Hyperbid mediation service .
This Agreement is an electronic agreement entered into between DATAXFORCE PTE. LTD. and you.
All of the following contents apply to all natural persons or legal persons who register on the Hyperbid platform (https://www.h yperbidad.com/ ) to use the Hyperbid advertising mediation service (hereinafter referred to as the "Hyperbid mediation service") and other related services provided by Hyperbid (hereinafter collectively referred to as the "Hyperbid service").
In this Agreement, unless otherwise specified, DATAXFORCE PTE. LTD. is referred to as "Hyperbid". If you process and sign this Agreement on behalf of the company, you shall ensure that you have obtained the legal and valid authorization of the company. In this Agreement, Hyperbid and the Partner are respectively referred to as "Party" and collectively referred to as "Parties".
This Agreement stipulates the cooperation between Hyperbid and you (hereinafter referred to as the "Partner") regarding the services provided by Hyperbid.
Please read the following carefully and pay special attention to the definitions of each term; if you do not fully understand and agree to all the terms of this Agreement, you may not register on the Hyperbid platform or use Hyperbid's services in any form. By clicking "I Agree" to Hyperbid's related cooperation agreements including this online agreement and using Hyperbid's services and registering on the Hyperbid platform or your use/continued use of this service, you have read, understood and accepted the constraints of this Agreement. Your successful registration and click to agree will generate relevant data telegrams on the Hyperbid platform, constituting a legal and valid electronic signature.
If you have signed an agreement with Hyperbid related to Hyperbid services (hereinafter referred to as the "Offline Agreement") before or after signing and accepting this Agreement and the Offline Agreement is still valid, if there is any conflict between the Offline Agreement and this Agreement, the Offline Agreement shall prevail; if there is any content not covered by the Offline Agreement, the provisions of this Agreement shall prevail.
Hyperbid reserves the right to unilaterally change, modify, add or delete any part of this Agreement at any time. The changes to the relevant content will take effect from the date of publication on the Hyperbid official website (https://www.h yperbidad.cn/ ) , and the Partner should log in to the website regularly to check. When using the Hyperbid service, the Partner should promptly check the modified content and consciously abide by the latest terms. The Partner's continued use of the Hyperbid service is deemed to have read, understood, accepted and agreed to all modifications. When a dispute arises, the latest terms shall prevail. If the Partner disagrees with the modification, the Partner shall immediately stop using the service.
This Agreement shall be signed and effective on the date when the Partner successfully clicks "Agree" on the Hyperbid platform. Unless the Parties terminate this Agreement in accordance with the provisions of this Agreement, this Agreement shall remain in effect.
- Definition
1.1 Hyperbid mediation platform : Hyperbid is a one-stop advertising mediation platform that provides developers with fast, convenient and lightweight SDK, global high-quality advertising resource configuration, industry-leading advertising styles, stable global deployment support and other services .
1.2 Developer: refers to a legal person or other organization that has successfully registered an account on the Hyperbid mediation platform , has the corresponding qualifications and capabilities required to use the Hyperbid mediation platform to provide services, and owns and/or operates mobile applications, websites and other products.
1.3 Developer Products: refers to mobile applications, websites, etc. that are legally owned and/or operated by the Developer .
1.4 End User: refers to a user who uses the Developer Product for his/her own purposes rather than for the purpose of redistribution or resale.
1.5 Platform Rules: refers to the platform rules that developers should abide by when using Hyperbid services, including but not limited to the Hyperbid mediation platform advertising implementation business specifications, Hyperbid SDK developer compliance specifications and other rules, as well as the platform’s future policies, rules, specifications, notifications, etc. related to this service.
- 6Hyperbid mediation platform data: refers to the relevant data generated by developers in the process of using Hyperbid services, including but not limited to data generated by operational behaviors and various advertising-related data.
1.7 CPM (Cost Per Thousand Impressions): refers to the cost of displaying an ad to a user one thousand times. In this Agreement, effective display means that a user successfully sees the ad display content.
1.8 Data Protection Laws: means any applicable data protection or privacy laws, which shall include (a) EU Data Protection Directive 95/46/EC and EU e-Privacy Directive 2002/58/EC as implemented in the countries within the European Economic Area (“EEA”); (b) the EU General Data Protection Regulation as of May 25, 2018; (c) the Children’s Online Privacy Protection Act of the United States Federal Trade Commission; (d) the California Consumer Privacy Act as of January 1, 2020; and/or (e) any other law that is similar, equivalent or successor to the laws identified in (a), (b), (c) and (d) above, or any other law designed to implement the laws identified in (a), (b), (c) and (d) above.
1.9 Interface: refers to any API, SDK, H5 code or other technical means used to display advertisements.
1.10 SDK (Software Development Kit): refers to the software development kit provided by Hyperbid to its partners.
- Registration Rules
2.1 If the developer is not a natural person, the developer guarantees that it is a legally established and operated entity in accordance with the provisions of laws and regulations, has obtained the necessary operating qualifications, has the right and ability to sign and perform this Agreement, and all materials provided by the developer when registering, using and managing the Hyperbid mediation platform account (including but not limited to registration information, identity qualifications, etc.) are true, legal and valid.
2.2 If the developer 's data, information, etc. change, they should be modified immediately through the personal data modification of the Hyperbid mediation platform .
twenty three Developers should properly keep their account information, correctly and appropriately use, operate and manage the Hyperbid mediation platform account, and bear full legal responsibility for all activities occurring under this account.
III. Rights and obligations of both parties
3.1 Developers understand and promise that they will not use any plug-ins, external devices, systems or third-party tools not authorized or licensed by Hyperbid to interfere with, destroy, modify or otherwise affect the normal operation of the Hyperbid mediation platform and related services.
3.2 Developers will not use or conduct any behavior that endangers computer network security against the Hyperbid mediation platform and related services, including but not limited to attempting to detect, scan, test the weaknesses of the Hyperbid mediation platform system or network without permission or other behaviors that undermine network security , as well as other behaviors that violate laws and regulations, this Agreement, the platform rules of the Hyperbid mediation platform , and infringe upon the legitimate rights and interests of others.
3.3 In any case, if the Hyperbid mediation platform has reason to believe that any behavior of the developer violates or may violate the above agreement, the Hyperbid mediation platform will take legal measures to pursue the relevant legal responsibilities of the developer .
3.4 Hyperbid has the right to revise this Agreement when necessary, including but not limited to adjusting the content of Hyperbid ’s services.
3.5 Hyperbid has the right to transfer part or all of the rights and obligations under this Agreement to Hyperbid 's affiliates after notification . If the Developer disagrees with the transfer , the Developer shall not continue to use the Service or cancel the Service already obtained. If the Developer continues to use the Service, it shall be deemed that the Developer accepts this.
IV . Personal Information Protection
4.1 When registering an account or using the Hyperbid mediation platform , developers may need to fill in some necessary personal information. If there are special provisions in national laws and regulations, developers need to fill in real identity information. If the information filled in by the developer is incomplete or untrue, the developer will not be able to use the relevant software or services or will be restricted during use. Developers understand and agree that the privacy policy published by Hyperbid on the official website and in the developer integrated documents is an integral part of this Agreement.
4.2 Hyperbid will use various security technologies and procedures that match the services provided by the Hyperbid mediation platform to establish a complete management system to protect the Developer 's personal information from unauthorized access, use or disclosure. However, the Developer also understands and agrees that due to the openness of the Internet and the rapid technological updates, Hyperbid will not be held responsible for the leakage of the Developer's information due to factors beyond Hyperbid 's control .
4.3 Hyperbid mediation platform does not disclose or provide to third parties the registration information of developers and the non-public content stored on this website when developers use network services, except in the following circumstances:
(1) Obtain explicit authorization from the developer in advance;
(2) In accordance with relevant laws and regulations;
(3) In accordance with the requirements of relevant government departments;
(4) The third party agrees to assume the same responsibility for protecting privacy as this platform.
4.4 Without disclosing any user privacy information, the Hyperbid mediation platform has the right to analyze the entire user database and make commercial use of the user database.
4.5 Protection of end - user personal information
4.5.1 Developers understand and agree to abide by the Data Agreement that they selected when registering . Developers should provide clear instructions to end users on the collection/use of user personal information related to this service, including but not limited to the purpose, method and scope of collection and use of user personal information, and obtain the consent of end users in advance.
4.5.2 Developers promise that, in cooperation with Hyperbid , they shall not illegally collect and use any developer 's personal information and shall comply with relevant laws and regulations on the protection of minors and children's personal information. Developers shall disclose the purpose, type, use and sharing scenarios of personal information collected by developers , access to SDKs, and obtain authorization and consent from relevant personal information subjects in the privacy policy of developer products in accordance with laws and regulations .
- Intellectual Property
5.1 Any text, images, graphics, audio and video materials contained in the services provided by Hyperbid to end users pursuant to the Hyperbid Agreement are protected by copyright, trademark and other property ownership laws. Without the consent of Hyperbid or the relevant rights holder, the above materials and any products of Hyperbid shall not be directly or indirectly published, broadcast, rewritten or redistributed for the purpose of broadcast or publication, or used for any other commercial purpose by the developer himself or provided to any third party without the consent of Hyperbid or the relevant rights holder.
5.2 Neither party may reverse engineer, reverse assemble, compile, or otherwise attempt to discover the source code of the other party's products and services in any way , and may not use either party's products, SDK, SDK interfaces, and related services for any purpose other than the Service.
- Confidentiality Clauses
6.1 Whether during or after the cooperation with the Hyperbid mediation platform , one party must strictly keep confidential any non- public information or data (including but not limited to technical information, trade secrets, agreement content, data, SDK, SDK interface and related services, etc., collectively referred to as "Confidential Information") learned from the other party, and shall not disclose, provide or leak to any third party without the prior written consent of the other party .
6.2 Confidential Information: means any confidential or proprietary information or data disclosed by the Disclosing Party or its Affiliates to the Recipient or its Representatives in connection with this Agreement, whether disclosed before or after the Effective Date and whether provided to the Recipient or its Representatives in electronic, oral, written form or by other means. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information shall not include any information that the Recipient provides clear and convincing evidence to meet the following circumstances: (i) is already known to the public at the time of disclosure or becomes known to the public after disclosure without breach of this Agreement by the Recipient or any of its Representatives, (ii) is already known to the Recipient prior to disclosure and is not known through prior disclosure by the Disclosing Party or its Affiliates or the Disclosing Party’s Representatives, (iii) is obtained from a third party that lawfully possesses such information without breach of confidentiality obligations owed to the Disclosing Party with respect to such information, or (iv) is independently developed by or for the Recipient or its Representatives without the use of the Confidential Information .
VII . Force Majeure and Terms of Service
7.1 If any party is affected by force majeure in its performance of this Agreement, it shall not be deemed to be in breach of contract, but the affected party shall promptly notify the other party and use its commercially reasonable best efforts to mitigate or remedy the negative impact of such force majeure on the performance of this Agreement. Under this Agreement, "force majeure" means: (1) natural force majeure, lightning strikes, earthquakes, floods, droughts, storms, storms and blizzards, mudslides, water erosion, explosions and fires, epidemics and other natural disasters; (2) government actions, acts of war, acts of public enemies, terrorist activities, riots, insurrections and strikes.
7.2 Developers understand and agree that in order to provide developers with more complete services, Hyperbid and its affiliates have the right to regularly or irregularly inspect, maintain, and upgrade the Hyperbid mediation platform and related equipment. Such situations may cause the relevant services to be interrupted or terminated within a reasonable time. If this causes losses to developers , developers agree to waive the liability of Hyperbid and its affiliates.
7.3 Developers understand and agree that Hyperbid services are provided in accordance with the current state of existing technology and conditions. Hyperbid will do its best to provide services to developers , and try to provide services with consistency and security; however, it cannot guarantee that the services are flawless, nor can it foresee and prevent legal, technical and other risks at any time, including but not limited to service interruptions, data loss and other losses and risks that may be caused by force majeure, viruses, Trojans, hacker attacks, system instability, system vulnerabilities, system failures, third-party service defects, government actions, etc.
- Liability for Breach of Contract
If the developer commits any of the following breaches of contract, Hyperbid has the right to suspend or terminate the cooperation, unilaterally terminate the Hyperbid agreement, close the developer 's account permissions, and require the developer to bear all responsibilities and compensate for all losses:
8.1 The Developer 's products or the Developer's use of Hyperbid Services violates laws, regulations, policies, industry norms, this Agreement, etc.;
8.2 The Developer 's product or the Developer's use of Hyperbid services causes Hyperbid to be subject to third-party complaints, reports, or lawsuits (including but not limited to third-party lawsuits against Hyperbid in the form of complaints, letters, media reports, etc., or reports to relevant competent authorities, etc.), or causes Hyperbid to face review or questioning by relevant competent authorities, or Hyperbid has reason to believe that the Developer or the Developer 's product is or may cause Hyperbid to bear risks of illegality, complaints, lawsuits, negative impacts, etc.;
8.3 Violate the confidentiality requirements of this Agreement and/or the protection requirements of the personal information of the end user, transfer , copy, disseminate, assign, license or disclose, allow or provide Hyperbid's trade secrets, software, data, personal information of the end user and other information content in any way, or engage in any other commercial or business activities other than the purposes of this Agreement;
IX . Dispute Resolution and Applicable Law
This Agreement and any dispute, controversy or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law set out below :
9.1 If the Developer is a citizen of North America or a legal entity legally registered in North America, then: This Agreement and any dispute, controversy or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or its formation shall be governed by and construed in accordance with the laws of California, USA. This Agreement and any dispute, controversy or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or its formation shall be settled through friendly negotiation between the Parties. If no agreement is reached through negotiation, the dispute shall be submitted to the International Centre for Dispute Resolution for arbitration in accordance with its International Arbitration Rules. The seat of arbitration shall be San Francisco. The arbitration proceedings shall be conducted in English.
9.2 If the Developer is a citizen of a country or region other than that specified in Article 9.1 or a legal entity legally registered in a country or region other than that specified in Article 9.1 , this Agreement and any dispute, controversy or claim (including non-contractual dispute or claim) arising out of or in connection with this Agreement, its subject matter or its formation shall be governed by and interpreted in accordance with the laws of Singapore . This Agreement and any dispute, controversy or claim (including non-contractual dispute or claim) arising out of or in connection with this Agreement, its subject matter or its formation shall be settled through friendly negotiation between the Parties. If no agreement is reached through negotiation, the dispute shall be submitted to the Singapore International Arbitration Centre for arbitration in accordance with its then-current arbitration rules. The seat of arbitration shall be Singapore . The arbitration proceedings shall be conducted in English.
- Notifications and Updates
10.1 Hyperbid may send developers various rules, notices, reminders and other information related to the Service through web page announcements and web page prompts. Once Hyperbid publishes or sends such information in any of the above ways, it will be deemed that the developer has accepted and agreed to it and it will be binding on the developer . If the developer does not accept it, please stop using the Service, otherwise it will be deemed that the developer has accepted and agreed to it.
10.2 This Agreement includes the Agreement, Data Agreement, Privacy Policy, etc. that Hyperbid may publish from time to time . Hyperbid will update the above content from time to time. Once the relevant content terms are changed, Hyperbid will notify and publicize them in accordance with the provisions of Article 11 "Notification and Update" of this Agreement .
- Other Terms
1 1 .1 This Agreement will take effect after being signed and sealed by both parties. Developers' use of this Service shall be deemed that the Developer has read and agreed to be bound by this Agreement. This Agreement will remain in effect for a long time, except for the termination or cancellation circumstances stipulated in this Agreement or the statutory termination or cancellation reasons.
1 1 . 2 These Terms (as amended from time to time) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral agreements between the parties with respect to the subject matter hereof. No waiver by Hyperbid of any breach or default of these Terms shall be deemed a waiver of any preceding or subsequent breach or default of these Terms.