Advertiser Terms of Service
Last updated on April 8, 2025
PLEASE READ THE FOLLOWING ADVERTISER TERMS OF SERVICE (THE “AGREEMENT")
CAREFULLY AND DO PAY ATTENTION TO THE RESPECTIVE DEFINITIONS; IF YOU DO NOT FULLY UNDERSTAND AND AGREE TO ALL OF THE FOLLOWING TERMS, THEN YOU MAY NOT SIGN UP TO MEDPRO OR ACCESS THE SERVICES IN ANY WAY. BY CLICKING ON “I AGREE TO THE ADVERTISER TERMS OF SERVICE” AND SIGNING UP TO MEDPRO IN MEDPRO PLATFORM (https://ad.medproad.com/) (hereinafter referred to as “MedPro Plaform”), YOUR CONSENT INDICATES YOUR ACCEPTANCE TO BE BOUND BY THE AGREEMENT. THIS ACTION CREATES AN ELECTRONIC SIGNATURE THAT HAS THE SAME LEGAL FORCE AND EFFECT AS A HANDWRITTEN SIGNATURE. YOUR CONTINUED USE OF THE SERVICES PROVIDED BY MEDPRO MEANS THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED ANDAGREEDTOALLOFTHEFOLLOWINGTERMS.
[Singing Entity]
This Agreement is signed between you and AD MergeX Limited. AD MergeX Limited. shall be collectively referred to as "MedPro" in this Agreement. Your signing entity shall be considered the "Client". If you are handling and signing this Agreement on behalf of the Client, you shall guarantee that you have obtained the lawful and valid authorization of the Client. Client and MedPro are
each referred to in this Agreement as a “Party” and collectively, as the “Parties”.
MedPro reserves the right, at its sole discretion, to change, modify, add or remove any part of the Agreement, at any time. Such modifications will be effective upon posting by MedPro on the MedPro platform (https://ad.medproad.com/). It is Client’s responsibility to
check the Agreement periodically for changes. CLIENT’S CONTINUED USE OF THE SERVICES AFTER SUCH MODIFICATIONS WERE POSTED ON THE MEDPRO WEBSITE MEANS THAT CLIENT HAS READ, UNDERSTOOD, ACCEPTED AND AGREED TO ALL OF THE MODIFICATIONS; IF CLIENT DO NOT AGREE TO ALL OF THE MODIFICATIONS, THEN CLIENT SHALL STOP USING THESERVICESIMMEDIATELY.
This Agreement shall become effective from the date on which you accept the MedPro Terms and Conditions upon your registration at https://ad.medproad.com/ with MedPro and shall remain in full force and effect unless and until terminated by either Party in accordance with this Agreement.
1.Definitions.
Unless otherwise specified, capitalized terms used in this Agreement have the meanings given to such terms in this Section.
Actual Conversion means the user actions that MedPro generates for its clients through the provision of digital marketing services.
Affiliate means a company which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a party. For this purpose, control means the direct or indirect ownership of in aggregate fifty percent or more of voting capital.
Adverse Change of Law means the adoption, promulgation, modification or reinterpretation after the Effective Date, by any Governmental Authority in the Territory, of any law, regulation, policy, order, circular or similar directive, which action materially and adversely affects Client’s and/or MedPro’s ability to enjoy the economic benefits of this Agreement or to enforce its rights under this Agreement.
Agreement means this Advertiser Terms of Service or any other documents incorporated into this Advertiser Terms of Service by reference.
CPI means cost per install, where each user who views or clicks on a digital promotion and then downloads and opens the Client's Product is counted as one Actual Conversion.
CPM means Pay Per Thousand (PPS), where every 1,000 times a digital promotion is displayed on the user side is counted as one Actual Conversion.
CPA means payment per user action, which may refer to user re-awakening, user registration, user subscription or user purchase, etc., and each action completed by a user is counted as one Actual Conversion.
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 and whether disclosed electronically, orally or in writing or through other methods made available to the Recipient or its Representatives. Notwithstanding the foregoing and other than where such Confidential Information includes personal data, 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. Except as otherwise specified in this Agreement, the material terms of this Agreement are deemed to be Confidential Information of each Party.
Digital Promotional Messages means the content, including but not limited to text, possible mobile web link, and/or graphic file or file of such other format as Client may designate from time to time, supplied by MedPro to be published on any mobile applications and/or websites and which may contain a link to any mobile webpages and/or application stores where the Product can be downloaded and installed.
Disclosing Party means the Party disclosing or providing Confidential Information (either directly or through such Party’s Representatives) to the Recipient or the Recipient’s Representatives.
Event of Force Majeure means an earthquake, typhoon, floods or other acts of God, fire, explosion, action of governmental or military authority, upheaval, riot, war or any other major emergency that is unforeseeable and unavoidable.
Governmental Authority means any governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.
Indemnified Party means a Party seeking indemnification pursuant to this Agreement.
Indemnifying Party means a Party from whom indemnification is sought under this Agreement.
Law means any statute, treaty, ordinance, rule, regulation, permit, order, writ, injunction, judicial decision, decree, code or other legally binding requirement of any Governmental Authority that may be in effect from time to time.
MedPro Platform means an intelligent advertising platform owned and operated by MedPro. The MedPro Platform is a self-service advertising platform for Client to manage advertising campaigns.
Product means the mobile games and/ or the application developed and/or distributed by Client that are identified on MedPro Platform.
Recipient means the Party receiving the Confidential Information (either directly or indirectly through such Party’s Representatives) from the Disclosing Party or the Disclosing Party’s Representatives.
Representatives means, with respect to a particular Party, such Party’s (i) Affiliates, (ii) officers, directors and employees, (iii) attorneys, accountants and financial advisors, and (iv) officers, directors and employees of such Party’s Affiliates, who shall each be legally obligated to observe and perform the obligations of such Party and to keep and treat the Disclosing Party’s Confidential Information received hereunder in a manner consistent with the terms hereof.
Services means the digital marketing services provided by MedPro to Client according to this Agreement.
Taxes means any taxes imposed on the Service or the Parties activities under this Agreement by any Governmental Authority, including, without limitation, sales, use, personal, gross receipts, excise, tariff, value added, withholding and similar taxes. Taxes does not include any employment, income, property or similar taxes related to a Party’s ordinary business activities.
T-CPE stands for Target Cost Per Engagement, which is an advertising strategy offered by MedPro to optimize the cost of events. It leverages MedPro’s algorithmic capabilities to optimize the Day0 or Day 7 cost per target event on unique device basis set by the Client (currently only supports optimization of purchase events), and charges based on an oCPM (Optimized Cost Per Impression) model. This approach effectively controls the cost of target events and improves advertising effectiveness.
Target ROAS means MedPro's new intelligent promotion approach to increase conversion behaviour, divided into a Cold Start Phase and an Optimisation Phase. Sufficient bid and conversion data may be accumulated in the Cold Start Phase, and both parties will make settlement at a fixed unit price; when the conditions are met, the Optimisation Phase will be activated, and MedPro will intelligently optimise the bid
price based on the data from the Cold Start Phase in order to improve the conversion rate, and both parties will be billed at a non-fixed unit price during this phase.
2. Service by MedPro.
2.1. Client registers account on MedPro Platform (the “Client’s Account”), creates campaigns and offers, sets targeting information, bid type, bidding price and budget, and uploads creatives for digital marketing by itself. MedPro agrees to render Service to Client through the MedPro Platform to perform certain digital marketing or other related services.
2.2. Client should submit all materials for digital marketing according to MedPro’s requirements. MedPro has the right to review the materials and the supporting documents provided by Client. MedPro has the right to instruct Client to change any material or reject any material if MedPro, in its complete discretion, considers such materials incompliance with the applicable Laws in Territory or short of supporting documents, or MedPro has reasonable grounds to believe that the Products or related materials violate the requirements of applicable Laws or policies of media platforms. MedPro shall not be deemed as in breach of this Agreement if it suspends the Services until Client changes or resubmits the materials for digital marketing. MedPro reserves the right to review the products and all digital marketing materials provided by Client. However, such review is solely a formality. The approval by MedPro shall not be construed as any endorsement or guarantee by MedPro regarding the legality of Client's products or material content. If the Products or materials for digital marketing provided by Client violate any Laws or infringe the rights of any third party, Client shall compensate MedPro’s losses in full. The intellectual property rights associated with the materials for digital marketing that are submitted by Client to MedPro belong to Client.
2.3. MedPro may provide Client with authorized access to MedPro Platform to obtain necessary data to evaluate the effects of Service provided by MedPro. Such data is MedPro’s Confidential Information. Client agrees that it will (a) not use or disclose any data obtained from MedPro; (b) not alter the data in any way; and (c) process such data in accordance with this Agreement.
2.4. MedPro may, in its complete discretion, refuse at any time, during the Term of this Agreement, for any reason to accept any materials for digital marketing and/or to undertake any digital marketing program.
2.5. Solely for the purpose of Service, Client hereby grants MedPro a limited, royalty free, nontransferable, nonexclusive right to use Client’s trademark, trade name, service mark and domain name, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and any other publicity rights or indicia of ownership owned or used by Client or its Affiliates.
2.6. For any material for digital marketing provided by MedPro, Client can solely use it for purpose of having MedPro perform certain digital marketing service or other related services under this Agreement. Client is not allowed to use it for any other purpose (including but not limited to having other ad platform to perform service for Client); otherwise MedPro, in its sole discretion, is entitled to request Client to make additional payment for purchasing the materials. The intellectual property rights of the digital marketing material provided by MedPro belong to MedPro.
3. Representations and Warranties by Client.
Client hereby represents and warrants to MedPro that each of the statements contained in this Section 3 is true, complete, correct and not misleading in all material respects on and as of the date hereof.
3.1. Client is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its establishment.
3.2. The acceptance of this Agreement by its Representative whose name is provided in MedPro Platform has been duly authorized by all necessary corporate action of Client.
3.3. When executed and delivered by MedPro, this Agreement will constitute the legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms.
3.4. Client undertakes (1) that it has, in accordance with the Laws, the identity, administrative license, citation content and other supporting documents required for the operation of the Products under this Agreement, or has completed the examination and approval or filing procedures according to the Laws; (2) that it does not use the Products to engage in activities prohibited by the Laws such as endangering national security, disrupting social order or infringing upon the legitimate rights and interests of others; (3) the Products and the materials for digital marketing provided by Client have been and are in compliance in all material respects with all applicable Laws promulgated in Territory, all policies of Top Media Platforms where applicable, and will not violate any legitimate rights enjoyed by any third parties. MedPro has the right to remove or disconnect the content related to the Product or digital marketing material provided by Client if MedPro has received a complaint from any third party against the Product or digital marketing material provided by Client or if MedPro has been or may be investigated by any competent authority due to the Product or digital marketing material provided by Client. MedPro has the right to disclose information related to
this Agreement or Client’s information to handle such complaints or investigations. MedPro shall not be deemed as in a breach of this Agreement and Client shall bear all related losses. If MedPro does not remove, disconnect such content or resume such content due to Client's written statement of non-infringement, Client shall compensate MedPro for the resulting losses.
3.5. If the Product or service provided by Client contains any content of online performance or live video streaming, Client shall bear the responsibility for such contents, the Product, services and business behaviors of it. MedPro shall not bear any responsibility for the online performance or live video streaming. Client understands and agrees that if the Products or services provided by it or the online performance or live video streaming violate the Laws, MedPro shall have the right to take technical measures and management measures such as deleting, shielding, disconnecting the links without prior notice to Client, on its own or at the request of its cooperation channels, platforms or relevant regulatory authorities.
3.6. Any documents and information provided by Client when registered in MedPro Platform (“Registration Information”) shall be true, complete, and accurate and shall be compliance with any applicable Laws or MedPro’s requirements. MedPro reserves the right to review, change, instruct Client to change or reject any such Registration Information provided by Client, or terminate or suspend Service to Client without any liability if MedPro, in its complete discretion, considers such information is not true, complete, accurate, or incompliance with the applicable Laws or MedPro’s requirements. MedPro shall not be deemed as in breach of this Agreement if it suspend the Services until Client resubmit the Registration Information. If the Registration Information provided by Client is not true, complete, accurate, or incompliance with the applicable Laws or infringe the rights of any third parties, Client shall compensate MedPro’s losses in full.
3.7. You are responsible for maintaining the security of all passwords and other credentials issued to or created by you and any of your employees or agents in connection with the Service. You are also responsible for any and all activities that occur on, through or under any such credentials or otherwise in connection your account in MedPro Platform and use of the MedPro Platform, including campaign orders. You agree to immediately notify MedPro of any unauthorized use of any of your account, passwords or credentials, as well as any other security breach related to your account.
4. Representations and Warranties by MedPro.
4.1. MedPro hereby represents and warrants to Client that service rendered by MedPro has been and is in compliance in all material respects with all applicable Laws promulgated in Territory.
4.2. Except as otherwise agreed in this Agreement, the MedPro shall not make any express or implied statement or guarantee of the services provided by it, and shall not make any implied warranty as to the saleability of the services provided by it and the suitability for a particular purpose.
5. Fee, Payment, Taxes and Costs.
5.1. Clients shall pay digital marketing service fee to MedPro as the consideration for MedPro to provide digital marketing services. The settlement method of digital marketing service fee is divided into [Fixed Unit Price Model] and [Non-fixed Unit Price Model]. Fixed Unit Price Model means that the unit price of CPI/CPM/CPA is set by the Client in the self-service platform of MedPro platform; Non-fixed Unit Price Model means that when the Client chooses to use Target ROAS or T-CPE as the bid type, the unit price of CPI/CPM/CPA will be adjusted by MedPro according to the digital marketing optimization target at the Optimization Stage. The digital marketing service fee is equal to the actual unit price multiplied by the Actual Conversion which is based on the data recorded by MedPro platform.
5.2. Payment.
5.2.1. Both parties agree to apply a prepay model. Client may choose one of the following methods to make prepayment:
A. Adding funds within Client’s Account (if you are a natural person, you can only choose this method). You agree that this Agreement is settled in US dollars(USD) and AD MergeX Limited. will receive your payment either directly or on behalf of other MedPro entities; or
B. Transfer payment to the bank account specified by MedPro.
5.2.2. Client agrees to maintain a deposit to MedPro as the prerequisite of the commencement of the Services. MedPro reserves the right to set a minimum amount of deposit for Client and adjust such amount from time to time. The payment of deposit shall be made prior to the launch of any campaign. If the deposit is not successfully received by MedPro, MedPro will notify Client to pay it once again. Invoice will be sent to Client on monthly basis based on each month’s actual exhausted amount reflected in MedPro Platform. Any spends in connection with the Services will be directly deducted from the deposit once is received. If the deposit is exhausted, MedPro is entitled to suspend or terminate Client’s participation, including the continuation of any ongoing campaign, without prior notice.
5.2.3. Tax and Fees. Each Party shall be respectively responsible for any wire transfer fee imposed by its bank. Any government taxes (including but not limited to VAT and its surcharges, withholding tax or departure tax) or other charges arising from this Agreement shall be borne by the Client.
5.2.4. No Refund. Client understands that all deposit will be reduced to offset the payable digital marketing fee and any other cost payable to MedPro as they are incurred; Client understand that MedPro makes no warranty or guarantee for the quality of traffic and no refund will be made due to performance of the campaign. Notwithstanding anything to the contrary under this Agreement, any deposit will not be refunded to Client. MedPro may refund any prepaid amounts to Client due to bank requirements, policies, or relevant laws and regulations. In such cases, MedPro will settle the fees incurred by Client for using MedPro services. If the prepaid amount is refunded to Client's bank account and Client has outstanding payments for MedPro service fees, MedPro will issue an invoice to Client, and Client shall pay such fees to MedPro subject to Section 5.2.5.
5.2.5. Where Client still owes MedPro any fee under this Agreement after the deposit has been exhausted, the amount payable by Client to MedPro shall be the balance amount shown on the invoice (the balance amount is shown as balance due on the invoice, including the value added tax and its additional tax, withholding tax or departure tax payable by Client under this Agreement, deducting the deposit). Client shall pay to MedPro within 30 calendar days after receiving the invoice issued by
MedPro. MedPro has the right to terminate the Services at any time if MedPro does not receive the full amounts from Client within the above time limit, and to resume the service only after receiving the full amounts. MedPro has the right to deduct the outstanding amounts from any deposit paid by Client in the future and Client shall bear default liabilities.
5.2.6. You acknowledge and agree that any cancellation, suspension or termination of ad campaign due to any reason will be effective after 48 hours. Actual Conversions generated before ad campaign’s cancellation, suspension or termination being effective shall still be paid to MedPro and deducted from the deposit according to Section 5.2 of this Agreement. If the deposit has been exhausted, such digital marketing fee should be paid to MedPro subject to Section 5.2.5.
5.2.7. MedPro will make reasonable efforts to ensure the rationality of the technical algorithm, but Client acknowledges that due to factors such as unreasonable unit price set by Client on the MedPro Platform, the actual digital marketing fee may exceed the budget set by Client on the MedPro Platform. Client shall still need to pay for such over-delivery, but MedPro will provide a reasonable explanation. Such digital marketing fee shall be deducted directly from the deposit according to Section 5.2 of this Agreement. If the deposit has been exhausted, such digital marketing fee should be paid to MedPro subject to section 5.2.5.
5.3. Client shall undertake that the billing information registered on the MedPro platform is true, legal and accurate, and all losses and liabilities caused by the untrue, incomplete, inaccurate or illegal billing information provided by Client shall be borne by Client.
5.4. Client shall have no right to offset or deduct any amount owed to MedPro under this Agreement for any reason or purpose whatsoever except by mutual consent of the Parties.
6. Confidentiality.
6.1. The Parties hereby agree that in receiving Confidential Information pursuant to this Agreement, it shall (a) use the Confidential Information only to fulfil its obligations pursuant to this Contract; (b) treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party; (c) not, without the written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and (d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.
6.2. Either party may disclose the cooperative relationship between both Parties and use the name or logo of the other party in publicity, advertising or other marketing activities by providing the other party with two (2) business days’ written notice (email is sufficient) to the other party. If a party objects to the use of their name or logo then the name or logo will not be used. Neither party may use the other party’s name or logo in a way that will detrimentally effect the other party’s reputation. Notwithstanding the foregoing, the Client hereby consents to MedPro’s use of the Client’s name and logo in customer listings and marketing materials. In addition, Client expressly allows MedPro to use Client’s performance data and experimentation data related to the digital marketing in MedPro marketing material.】
7. Term and Termination.
7.1. This Agreement shall be commence on the date on which You accept the Advertiser Terms of Service upon your registration in MedPro Platform and shall remain in full force and effect unless terminated by either Party in accordance with this Agreement, whichever is earlier (the “Term”).
7.2. Each Party acknowledges and agrees that this Agreement may be terminated by the mutual written agreement of the Parties. Either Party may terminate this Agreement upon the material breach of this Agreement by the other Party hereto if the breaching Party fails to cure the breach within 30 days after receiving written notice of such breach from the non-breaching party. Notwithstanding anything to the contrary, MedPro reserves the right to discontinue Service, and/or terminate this Agreement with You at any time, without liability to You, if MedPro reasonably suspects any of Client’s breach of this Agreement.
7.3. If there occurs any Adverse Change of Law, the Parties agree to use their best efforts and to cooperate with each other to amend this Agreement either to bring it into conformity with the requirements of the Adverse Change of Law or to seek an alternative way to comply with the Adverse Change of Law. For purposes of this Agreement, an Adverse Change of Law also includes any change any applicable law
which adversely affects MedPro’s ability to render Service to Client in any country of the Territory. If the Parties are unable to amend this Agreement pursuant to this Section 7.3 in a manner acceptable to both Parties, either Party may terminate this Agreement by providing 30 days’ written notice to the other Party.
7.4. In addition to or in lieu of any other remedy to which MedPro may be entitled under this Agreement or under applicable Law, MedPro may, at its option, without liability or penalty, suspend the fulfillment of or cancel any Service: (a) if Client has not made payment of any amounts owed to MedPro in accordance with Section 5 of this Agreement; (b) if this Agreement is terminated due to Client’s breach in accordance with Section 7.2 above or if MedPro has provided Client with a notice of breach of this Agreement in accordance with Section 7.2 above; (c) if this Agreement is terminated for Adverse Change of Law in accordance with Section 7.3 above.
8. Compliance with Laws.
8.1. Each Party shall comply with all applicable Laws in the Territory during the Term of this Agreement (including but not limited to any applicable Data Protection Laws).
8.2. Client agrees to comply with all applicable trade, economic, and financial laws and regulations, including those administered and enforced by the United States, European Union (“EU”) and relevant Member States, the United Kingdom, the United Nations Security Council, or any other government bodies with jurisdiction over Client’s activities (collectively, “Sanctions”). Should Client become a sanctioned party, or should MedPro reasonably determine that it cannot perform its obligations under this Agreement due to Sanctions-related prohibitions (each a “Sanctions Event”), MedPro may terminate this Agreement effective immediately and refuse to make any refund to Client. Client shall hold MedPro harmless against all liabilities, and, where permitted by Sanctions, indemnify MedPro for all costs, expenses, damages, and losses incurred by MedPro arising from the Sanctions Event.
Client agrees to permit MedPro to use any information related to Client including, but not limited to, business name, place of incorporation, beneficial owners, and/or directors for the purposes of Sanctions screening. MedPro reserves the right to deny a Client's account registration request or terminate a Client's account if MedPro reasonably believes that a Sanction Event exists. For avoidance of doubt,
MedPro's ability or act to screen does not remove any obligation and/or liability upon MedPro within this Agreement.
9. Default Liabilities.
To all past due amounts that are not paid by Client, MedPro may charge late fees which will equal to the lesser of (a) 0.05% per calendar day or (b) the maximum rate allowed by law. Client’s failure to pay the payable amount by the due date shall be deemed as a default. In addition to other remedies available to MedPro under this Agreement MedPro is entitled to elect to terminate or suspend the Services immediately without any liabilities.
10. Force Majeure.
Neither party will be liable for a delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by the Event of Force Majeure. If an Event of Force Majeure constitutes for a period of five (5) Business Days, either party has the right to cancel this agreement without penalty. However, such cancellation will not alter a party’s liability for payments due as at the time that the Event of Force Majeure commenced.
11. Indemnification.
11.1. Client agrees to hold harmless, defend and indemnify MedPro and its Affiliates, and their respective officers, directors, shareholders, employees, agents and other Representatives, against any pending, threatened, resolved or settled Third Party claims, liabilities, demands, judgments or causes of action, and costs and expenses related thereto (including reasonable attorneys’ fees and costs, arbitration cost) (collectively “Claims”), arising out of: (a) Client’s developing, distribution, use or sale of the Product or other exercise of rights hereunder; (b) any contents of the Digital Promotional Messages; (c) any breach of this Agreement or applicable Law by Client;
11.2. Client’s or its Representatives’ breach of any applicable Law or failure to advise MedPro of the requirements of any applicable Law; or (e) any gross negligence or willful misconduct of Client or its Affiliates or any of their respective directors, officers, employees, contractors, agents or other Representatives.
11.3. MedPro agrees to hold harmless, defend and indemnify Client and its Affiliates, and their respective officers, directors, shareholders, employees, agents and other Representatives, against any Claim arising out of: (a) any breach of this Agreement by MedPro; or (b) any gross negligence or willful misconduct of MedPro or its Affiliates or any of their respective directors, officers, employees, contractors, agents or other Representatives.
11.4. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Indemnifying Part with written notice of any Claim which the Indemnified Party believes falls within the scope of the foregoing Sections 11.1 or 11.2. The Indemnified Party may, at its own expense, assist in the defense if it so chooses; provided that the Indemnifying Party shall control such defense and all negotiations relative to the settlement of such claim and further provided that any non-monetary
settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent.
11.5. The Indemnified Party shall, to the extent within the Indemnified Party or its Affiliates, reasonably cooperate with the Indemnifying Party to mitigate the basis upon which the Claim giving rise to such indemnification is based and the damages resulting therefrom.
12. Limitation of Liability.
Excluding Client’s and MedPro’s respective obligations under Section 11, damages that result from a breach of Section 6, gross negligence or intentional misconduct by either Parties, in no event will either Party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including but not limited to damages for loss of profits, business interruption, loss of information, and the like, incurred by either Party arising out of this Agreement, even if such Party has been advised of the possibility of such damages. MedPro will not be liable for direct damages in excess of the amounts paid by Client to MedPro during the six-month period immediately prior to the time that the cause of action arose.
13. Governing Law and Dispute Resolution.
13.1. This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong. In case no settlement can be reached, the disputes will be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) for arbitration according to the then effective rules of HKIAC. The arbitration shall take place in Hong Kong. The arbitration proceedings shall be conducted in English;
13.2. For The number of arbitrator shall be three. The arbitration award will be final and binding on both parties. During the course of arbitration, this Agreement shall continue to be performed except for the part which the parties are disputing and which is undergoing for arbitration. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
14. Governing Language
This Agreement is executed in English. If necessary, it may be translated into other languages. However, if there’s any conflict, ambiguity or discrepancy between the English version and a version in any other language, the English version shall prevail.
15. Miscellaneous.
15.1. All notices, instructions, demands, consents, approvals and other communications to be given or delivered under or by reason of the provisions of this Agreement by either Party shall be in writing and shall be deemed to have been given: (a) when personally delivered; (b) when delivered by an internationally recognized courier service; or (c) when sent by email to the designated email address specified in this Agreement or the email address with the same domain name. Notices, instructions, demands, consents, approvals and other communications to MedPro will be sent to or received by the relevant addresses as the following. Client may change its notice address and contact person by giving written notice to the other Party in the manner provided for in this Section 16.1 or revise its registration information in MedPro Platform.
Client:
Contact address: provided by Client in MedPro Platform;
Email address: email address provided by Client in MedPro Platform or any other email address with the same enterprise domain name;
MedPro:
Contact address: Room 602, 6/F, Kai Yue Commercial Building, 2C Argyle Street, Mong Kok, Hong Kong;
Email address: marketing@medproad.com.
15.2. Neither Party not directly or indirectly assigns or otherwise transfers its rights or obligations under this Agreement in whole or in part without the express written consent of the other Party. Any assignment or transfer or attempt to assign or transfer of this Agreement or the rights granted herein without then written consent of the other Party shall be void.
15.3. The remedies provided herein are not exclusive of any other lawful remedies which may be available, and a Party’s election of a remedy shall not constitute an exclusive election of remedies.
15.4. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, the Parties agree to use reasonable efforts, and agree to cause their
Affiliates to use reasonable efforts, to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited or unenforceable provision.
15.5. Termination of this Agreement shall not impair any rights of either Party, or obligations of either Party, with respect to Section 6, Section 9, Section 11, Section 12 and Section 13.
15.6. No waiver of any of the provisions of this Agreement shall be valid unless in writing signed by the Party against which the waiver is sought to be enforced. No waiver by either party of any breach of or failure of performance shall be deemed a waiver as to any subsequent breach or failure of performance, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure of a Party to enforce any provision or to exercise any right or remedy shall not constitute a waiver of such Party’s rights or the other Party’s obligations.
Annex
Addendum for Sensitive Products
This Addendum for Sensitive Products (“Addendum”) is an annex to the Advertiser Terms of Service. If there is any discrepancy between the Advertiser Terms of Service and this Addendum, the latter shall prevail.
“License” means a valid license, authorization, or other permission for the Products required by applicable Rules and issued by the relevant authorities in the Territory.
“Product” means the mobile games and/ or the application developed and/or distributed by Client which it would like to engage MedPro to provide digital marketing service and maybe considered under the Rules related to:
a. opportunity exists for users to win or gain real money or other items of value within the Product;
b. loans, factoring, insurance, foreign exchanges, virtual currency or other financial product or service;
c. cigarette or electronic cigarette;
d. health care, health products, medical beauty, special purpose cosmetics;
e. live dating, stranger dating related products or services, etc..
“Policy” means any policy of Google Play, App Store, MedPro Platform or any other media platform which may be amended from time to time.
“Rule” means any statute, treaty, ordinance, rule, regulation, permit, order, writ, injunction, judicial decision, decree, code or other legally binding requirement of any governmental authority in the Territories and any codes of practice, guideline, standard or any other similar documents published by any self-regulatory organization or any industry association.
“Territory” means the jurisdiction where Client operates or the Product is allowed to play.
2. Client represents and warrants that:
a. the Products and the relevant advertising materials provided by Client are fully comply with the Rules and Policies, especially, all advertising materials will not consist of any false, misleading or deceptive representation;
b. it will provide MedPro the download link of each Product and a list of territories where it would like to engage MedPro to provide digital marketing service;
c. it will provide the most updated version of the Product and will not restrict MedPro from accessing any part within the Product;
d. it will only promote its Products within the jurisdictions where the Rules and Policies allow it to do so;
e. if required by any applicable Rule, Client has and maintains a valid License and provide MedPro with a copy of its License(s) upon MedPro’s request;
f. all advertising materials related to the Products will comply with any requirement related to Client’s License (for example, such creatives or advertisement will not go beyond the scope of the authorization of the Client’s License) ;
g. if a License is (i) terminated or suspended; or (ii) amended in any material way, Client will immediately inform MedPro and, if necessary, any creative or advertisement of the Product may be removed accordingly by MedPro immediately without notice. In such case, MedPro will not be deemed as in violation of the Agreement;
h. it will immediately inform MedPro if Client or its Products are the regulated subjects of any Rule or Policy;
i. it is not a party to any lawsuit, demand, proceeding, investigation, or regulatory inquiry with respect to the legality of the Products and Client will promptly inform MedPro if the foregoing is no longer the case;
j. it will promptly provide all reasonable co-operation and assistance in the event of any regulatory investigation or legal action relating wholly or partly to any of the Products;
k. it has taken commercially reasonable steps to avoid directing the Products to any person under the legal age of majority in the Territories (e.g., through the implementation of an age gate), and that it will not knowingly direct the Products to any person under the legal age of majority in those Territories.
3.MedPro reserves the right not to start to provide any digital marketing service under the Agreement until completion of reviewing the legality of each Product;
4. If any part of the Product is updated or amended by Client after reviewing by MedPro, Client will inform MedPro in writing immediately. MedPro reserves the right not to suspend to provide any digital marketing service under the Agreement until completion of reviewing the legality of the updated Product;
5. MedPro makes no implied or express representation, warranty or guarantee of any kind that geographic targeting limitations, any bidding term or any other campaign details set by Client, will prevent any creatives or advertisements for Products from being in violation of applicable Rule or Policy. MedPro’s delivery of any creatives or display of any advertisement for Products will not, in any event, constitute MedPro’s guarantee that Client’s Product complys with the Rules and Policies.
6.MedPro reserves the right to take any of the following measures against Client if MedPro, in its complete discretion, considers Client is in breach of Section 2:
(a) To suspend or terminate any service immediately without any notice to Client;
(b) To delete or remove any and all relevant advertisement;
(c) To request indemnification from Client for any and all loss and cost that arise out of the Client’s breach of this Addendum, including but not limited to any claim from any third party or any penalty from competent authority;
(d) To terminate the Agreement and request indemnification according to the Agreement.