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Contract No: ADS20231111S2

Advertising business promotion contract


The Buyer:HONGKONG WANXINGDA INTERNATIONAL TRADE LIMITED
The Seller:Wang Yi
Sign Date:2023.7.11

Party A: HONGKONG WANXINGDA INTERNATIONAL TRADE LIMITED


domicile OFFICE 5, 8/F, MEGA CUBE, 8WANG KWONG ROAD, KOWLOON
BAY,KOWLOON,HONG KONG
designated contact Name: Long sudong Position: Director
Contact Email: Tel: +63 9457215372
wanxingda6688@gmail.com
information

Party B: Wang Yi
domicile ROOMS1318-19,13/F,HOLLYWOODPLAZA,610 NATHAN ROAD,
MONGKOK,KL
Designated contact Name:Wang Yi Position: Director

contact E-mail : wangyi666@gmail.com Tel: +86 17307492753


information

*The mailboxes provided by both parties must be the domain name mailboxes of the
subjects of both parties.
*The names of the designated contacts should be real names, English names or other
alternative names are not allowed.

Based on the advantages of Party A and Party B in their respective fields, in order to
accelerate the development of media-based advertising business, jointly promote the
market cooperation between the two parties in the media advertising industry, and to
further clarify the cooperation content, rights and obligations of both parties, the following
agreement is hereby signed :
1. Special instructions

1. This agreement is signed by Party A and Party B. If Party A is multiple entities:


(1) This agreement is jointly signed by each subject of Party A and Party B, and each subject
of Party A undertakes all obligations attributed to Party A in the form of joint and several
liability;
(2) Any content or instruction issued by the contact person designated by Party A to Party B
shall be deemed as an act authorized by all parties of Party A, representing the common will
of all parties of Party A and fully binding on it.
2. The main bodies of Party A are collectively referred to as "Party A". Unless otherwise
specified or otherwise explained according to the meaning of the context, the "both parties"
in this agreement shall represent Party A and Party B.
3. During the term of the agreement , if the contact information of either party A or Party B
changes, the other party must be notified 3 working days in advance by email or other
written means as agreed in the agreement . Otherwise, if Party B receives the information
sent by the above contact information and provides Party A with services such as account
opening and recharging based on the content of the information, it will be deemed that
Party A has agreed to carry out the corresponding services. If Party A does not notify Party B
in writing after changing the contact information, but sends Party B related applications such
as account opening and recharging using other contact information stipulated in this
agreement , Party B has the right to refuse to provide account opening, recharging and other
services for Party A.

2. Definition

1. advertising platform and its affiliated platforms legally operating outside of China and
having a long-term cooperative relationship with Party B , including but not limited to
Facebook (or Meta) , Google , etc.
2. Platform rules: Refers to all agreements , policies, regulations and other documents
publicly released and updated by the advertising platform from time to time to adjust the
rights and obligations between the advertising platform and its users . Party A's application
to the advertising platform for opening and using an advertising account is deemed to be
Party A's agreement and acceptance of the platform rules. Terms not defined in this
agreement shall be subject to the relevant definitions in the platform rules issued by the
advertising platform.
3. Advertisement account: Refers to one or more accounts that Party B submits an
application to the advertising platform for Party A and opens for Party A on the advertising
platform for advertising.
4. Advertising fees: the fees charged by the advertising platform for Party A’s use of the
advertising account to place advertisements on the advertising platform and use the services
of the advertising platform.
5. Order: The designated contact person of Party A sends specific service requirements to
Party B by email or other written methods including data messages approved by both
parties.
6. Advertising consumption quota : refers to the amount of expenses incurred by Party A for
using the advertising platform services calculated through the official system of the
advertising platform without any discount .
7. Pre-charge: Party A's advertising fee and service fee are paid in advance. Party A shall pay
the advertising fees and service fees to Party B's bank account in one lump sum, and Party A
shall undertake the obligations of handling fees and mainland China taxes involved in the
above payments. Party B will pre-charge the advertising fee to the designated advertising
account of Party A within 1 working day after Party B receives the full amount or at other
times confirmed by both parties .
8. If Party A’s advertising account whose advertising has been suspended is re-unblocked by
the media, the advertising and promotion expenses incurred by Party A shall be deemed to
be accepted and recognized by Party A and shall be paid in accordance with the provisions of
this contract.

3. Cooperation period of the agreement

Party A in November 25th - December 25th, During the period, advertisements will be
placed on the advertising platform.

4. Cooperation content

1. According to the terms of this agreement , both parties agree that Party B will provide
Party A with the opening of an advertising account and related business promotion services
on the advertising platform.
2. Party A promises that it is qualified to apply for an advertising account and meets all the
conditions of the advertising platform for applying for an account. Party A must provide its
company's real name, address, website, business person in charge, financial contact person
and contact information and other relevant information.
3. During the term of the agreement , if Party A opens multiple affiliated advertising
accounts through affiliated companies and requires Party B to provide the services stipulated
in this agreement for Party A’s affiliated advertising accounts, Party A promises that the
affiliated companies of Party A will meet the requirements stipulated in this agreement ,
Agree to undertake the obligations stipulated in this agreement, and the designated contact
person of Party A will put forward the demand to Party B through the fixed email contact
method agreed by both parties. Only after Party B agrees, the affiliated advertising account
of Party A is eligible to enjoy the rights in accordance with this agreement .
4. The internal relationship between Party A and Party A’s affiliated advertising account has
nothing to do with Party B. The behaviors operated through Party A’s advertising account
and Party A’s affiliated advertising account are regarded as Party A’s behavior or the behavior
authorized by Party A , regardless of whether Party A Whether Party B borrows, rents,
transfers, authorizes, or permits any third party to use the advertising account in any form,
and regardless of whether Party A’s aforementioned behavior has been approved by Party B
and/or the advertising platform , Party A has no obligation to Party A ’s advertising account
and Party A’s advertising account . Party B assumes all responsibilities for the use of the
associated advertising account , including but not limited to ( 1 ) payment responsibility to
Party B for all expenses (advertising fees, service fees, etc.) Mainland China tax and fulfill the
obligation to withhold and pay taxes, regardless of whether the actual user of Party A ’s
advertising account and Party A’s related advertising account is Party A or its customer, and
regardless of whether the actual user has paid any amount to Party A ; (2) Bear all legal
responsibilities arising from the use of Party A's advertising account and Party A's related
advertising account .
5. Party A entrusts Party B to open an advertising account for Party A on the advertising
platform agreed in this agreement . Party A shall be responsible for operating the
advertisements of the above-mentioned corresponding advertising accounts that have been
opened; if Party A authorizes Party B to operate the above-mentioned advertising accounts
that have been opened, it shall be implemented in accordance with paragraph 6 of this
article.
6. The basic process of opening an advertising account.
(1) Party A prepares all qualified account opening materials according to the requirements of
the advertising platform and the notice of Party B, fills in the account opening application (if
any) according to the requirements of the advertising platform, and sends the account
opening materials and account opening application to Party B by email. Party B shall submit
the above-mentioned materials to the advertising platform for review within [2] working
days from the date of receipt of the complete account opening materials and account
opening application form submitted by Party A , and shall, according to the account number
and The account information is Party A’s application to open the corresponding advertising
account; after the advertising platform confirms that the account is successfully opened,
Party B shall send the information of the advertising account, including but not limited to the
account ID, the account name designated by Party A, etc., by email or other methods
recognized by both parties. Transfer to Party A.
(2) After the advertising account is activated and confirmed by the email address of the
contact person designated by Party A (or after Party B notifies Party A of the advertising
account information issued), Party B will assist Party A to complete the binding of the
advertising account authority to ensure that Party A can normally Operate account functions.
7. The basic process of order and service.
(1) After the advertising account is opened, the designated contact person of Party A will
send an order for recharging the advertising fee to Party B by email or other written means
agreed by both parties ; According to the recharge amount in the order, the advertising fee
will be deposited in full into the advertising account at one time. During the recharge process,
if the amount transferred from Party B to Party A’s advertising account exceeds the order
amount, and Party A actually consumes more than the order amount, it is deemed that Party
A agrees to pay Party B the advertising fee based on the actual consumption amount; if Party
A If it is found that the amount transferred by Party B to Party A’s account exceeds the order
amount, and Party B does not plan to consume the amount exceeding the order amount,
Party B must inform Party B of the amount exceeding the order amount for modification. The
amount recharged by Party B to Party A's account is the net value of advertising expenses
that Party B advances to the advertising account on behalf of Party A in advance. If Party A
consumes the recharge amount paid by Party B on behalf of Party B, Party A shall pay Party B
to Party B in a timely manner according to this agreement .
(2) During the term of the agreement, if the advertising expenses in the advertising account
are exhausted, or the balance is not enough to cover the advertising delivery plan in the
advertising account, Party A may send orders to Party B multiple times, and in the
designated advertising account again or more times Recharge (the specific recharge amount
is determined by Party A and clearly stated in the order), and if there is no special agreement
for such multiple recharges, it is deemed to be the amount advanced by Party B on its behalf,
and Party A shall pay Party B to Party B as scheduled; but Party B has The right to
independently judge the rationality of the top-up order based on Party A's historical
payment and consumption situation and decide whether to fulfill the order or adjust the
top-up amount.
(3) During the term of the agreement , if Party A has other service needs other than account
opening and recharging on behalf of Party B, including but not limited to account operation
on behalf of Party B, optimization design, creative services, and other value-added services
that Party B can realize, Party A may contact Party B shall sign a supplementary agreement to
this agreement separately, or the service content and fees agreed upon by the contact
person designated by Party A and Party B via email or other written forms agreed by both
parties shall prevail.
8. The statistical results of the promotion data are subject to the data of the advertising
platform, but Party B does not make any promises or guarantees for the authenticity,
accuracy and completeness of the data provided by the advertising platform. Party A shall
pay Party B the advertising fee and other expenses agreed in this agreement (if any)
according to the data on the advertising platform. The two parties confirm that the
advertising platform has the right to adjust its public quotation at any time, and the public
quotation is used as the basis for calculating the advertising fee. If Party A has any objection
to the statistical data of the advertising platform, it shall first pay Party B all payables such as
advertising fees and service fees according to the advertising platform data, and Party A shall
bear the obligations of handling fees and mainland China taxes involved in the above
payments. At the same time, Party B shall assist Party A to communicate or appeal with the
advertising platform. Party B shall not bear any responsibility for such communications and
appeals, nor shall it guarantee the results of such communications and appeals. If after
communication and appeal with the advertising platform, it is confirmed that the data of the
advertising platform is indeed wrong, after the advertising platform refunds the overpaid
advertising fee to Party B, Party B can refund and recharge the corresponding amount to the
designated advertising account of Party A according to Party A ’s choice , or in other ways
agreed by both parties.
5. Terms of payment

1. Payment method:
( 1) Party A shall pay the advertising fee etc. to Party B's bank account in one lump sum after
this agreement becomes effective or after Party B confirms the recharge requirement, and
Party A shall undertake the obligations of handling fees and Mainland China taxes involved in
the above payments . Party B shall pre-charge the advertising fee to the designated
advertising account of Party A within 1 working day after receiving the full amount or at
other times confirmed by both parties. To avoid ambiguity, if the handling fee is actually paid
by Party B, Party B shall deduct the handling fee The final advertising fee is pre-charged to
the designated advertising account of Party A. The amount recharged by Party B to Party A's
account is the net value of advertising expenses that Party B advances to the advertising
account on behalf of Party A in advance.
(2) Party A guarantees that the total amount of advertising fees generated by the use of its
advertising account is limited to the total amount of prepaid advertising fees. If the total
advertising fee consumed by Party A’s advertising account exceeds the order amount, it is
deemed that Party A agrees to pay the advertising fee to Party B based on the actual
consumption; if Party A finds that the amount transferred by Party B to Party A’s account
exceeds the order amount, And if you are not going to consume more than the amount in
the order, you must inform Party B of the amount in excess of the order for modification. As
for the recharge amount actually consumed by Party B on behalf of Party B, Party A shall,
within 5 working days after receiving Party B's notice, pay to Party B the part of the amount
of advertising fee actually consumed that exceeds the prepaid amount of advertising fee.
( 3) If Party A designates another third party to pay advertising fees to Party B on behalf of
Party A, and the designated third party fails to perform the payment obligation according to
the time stipulated in the agreement , Party B has the right to require Party A to continue to
perform the payment obligation .
(4) If Party A fails to pay Party B in full, it will pay off in the order in which all payables are
due. If Party A's payables are not paid in full and overdue liquidated damages are incurred or
corresponding fines are incurred due to violations, Party B has the right to request Party A to
repay the penalty interest and liquidated damages first.
6. Representations and Warranties and Obligations of Both Parties

1. Both parties declare, represent and warrant to each other as follows:


(1) It is a legally established and validly existing company and is qualified to engage in the
transactions under this agreement , and the transactions meet the requirements of its
business scope;
(2) It has the full authority to conclude this agreement and has the ability to perform its
obligations under this agreement ; and such performance of obligations does not violate the
restrictions of any legal documents that are binding on it.
2. Without the written authorization and consent of Party B, Party A shall not use the
enterprise name, trademark, logo or any other similar words or characters of Party B and
Party B’s resources in Party A’s promotional materials (including but not limited to web pages,
printed materials, recordings, etc.). graphics; without the written consent of Party B, Party A
shall not disclose any content of the cooperation between the two parties. If Party A violates
the terms of this agreement, Party B has the right to terminate the agreement and demand
compensation from Party A.
4. Party A guarantees that without the written consent of Party B, it shall not engage in
matters other than those stipulated in this agreement in the name of Party B and the
advertising platform (referring to Facebook (or Meta) , Google and its affiliated
corresponding Internet platforms) . At the same time, the products, services or business
content promoted by Party A shall not have misleading publicity or false publicity, and shall
not engage in fraud , infringement or defrauding others of money, goods, false sales, etc.
valued product or service. All legal disputes arising from the violation of laws, regulations,
rules or the provisions of this paragraph have nothing to do with the advertising platform
and Party B , and Party A shall be responsible for it and guarantee that Party B shall be
protected from all losses caused thereby. Before signing this contract, Party A should be
familiar with and understand the launch rules and requirements of [Facebook] platform.
Party A can consult Party B’s contact person for unclear parts. All delivery rules and
requirements of the Facebook] platform. Party A shall continue to pay attention to the
prompts or policies on the system of the above-mentioned service platform during the
period of this contract. If the above-mentioned service platform publishes and updates
relevant rules on the service through its system from time to time, including but not limited
to information uploading, click statistics management etc. If Party A does not agree to abide
by the new rules, it shall propose and negotiate a solution to Party B in a timely manner. If it
does not propose, it shall be deemed to accept the new rules. Party A shall bear all
responsibilities arising from the violation of the delivery rules and requirements of the
[Facebook] platform, including but not limited to deducting the deposit (if any), fines,
suspension of the corresponding account and/or all delivery of the suspended account will
not enjoy Any rebate policy, etc., if it causes losses to Party B, Party A shall also compensate
Party B for all losses, including but not limited to Party B’s breach of contract and
compensation liability to the platform party, and Party B has the right to terminate this
contract. If Party A's account violates the Facebook platform's advertising guidelines, privacy
policy or usage rules, procedures, or the provisions of this agreement, the account will be
deemed an excluded account. Every time an account is excluded, the Facebook platform has
the right to take punishment measures including but not limited to deduction of 1,000 US
dollars, warning, reduction and rebate according to the seriousness of the case. If the
Facebook platform is punished due to Party A’s illegal operation, Party A shall bear the
adverse consequences of the above punishment alone. If the circumstances are serious and
cause additional fines on Facebook, Party A shall also bear the punishment alone. Party B has
the right to pursue the loss from Party A for the loss caused by the policy update. In the
event of the above situation, Party B has the right to deduct the corresponding amount of
fine from Party A’s account or require Party A to pay the fine to the account designated by
Party B within 10 working days from the date Party B sends the email informing of the
violation notification of the fine.

7. Special Disclaimer

1. Party B’s services are provided based on the current status and availability of the
advertising platform . Party B does not guarantee that the use of the advertising platform
will not be interrupted or that there will be errors, nor does it guarantee any type of express
or implied statement or approval related to the platform. , warranties or guarantees,
including but not limited to merchantability, title, fitness for a particular purpose, efficacy or
use, etc. Party A shall be solely responsible for any problems or losses incurred by Party A
during the use of the advertising platform .
2. In view of the special nature of the network technology and network media of the
advertising platform, including hacker attacks, the impact of technical adjustments by the
telecommunications sector, temporary shutdowns caused by government regulations, server
downtime, website downtime maintenance, virus attacks, etc. Any factor affecting the
normal operation of the network, including any factors that cause delays in the advertising
plan, does not constitute a breach of contract by Party B , and Party B shall not be liable.
3. If part or all of this agreement cannot be performed due to the adjustment of the
advertising procurement policy or agency policy of the advertising website, or the
termination or expiration of the agency agreement between the advertising platform and
Party B , Party B shall not be liable.
4. Any party due to unforeseen, unavoidable and insurmountable natural disasters, floods,
earthquakes, acute infectious diseases, epidemics, strikes, wars, military operations (whether
war is declared or not), terrorist incidents, national laws and regulations Changes,
government actions, etc. (hereinafter referred to as "force majeure"), resulting in the
inability to perform or delay the performance of the obligations under this agreement , the
party shall be exempted from the liability for breach of contract within the limit affected by
the force majeure. One of the parties unable to perform this agreement due to force
majeure should send a suspension notice to the other party within three ( 3 ) days after the
occurrence of the force majeure event , informing the other party of the cause of force
majeure, the predicted impact , and the remedial actions it has taken or plans to take ,
otherwise Such party will forfeit the right to assert such suspension . After the cause of force
majeure is eliminated, the party unable to perform this agreement due to force majeure
shall resume performing its obligations under this agreement as soon as possible. If due to
force majeure, the parties cannot actually perform or perform their obligations
meaninglessly, or if the force majeure lasts for more than 30 days, either party may notify
the other party in writing to terminate this agreement, and the settlement shall be made by
both parties at that time .

8. Intellectual property rights and confidentiality

1. All hardware, software, programs, passwords, trade names, technologies, licenses, patents,
trademarks, technical knowledge, etc. used by both parties belong to the owners of both
parties . Both parties guarantee that the aforementioned rights do not have any rights
defects, and the other parties and third parties have no rights or interests in this regard.
2. Party A and Party B guarantee that the materials they provide will not infringe any
third-party intellectual property rights or legitimate rights and interests, or have been
authorized by the third-party legal intellectual property rights, otherwise all responsibilities
shall be borne by the infringing party itself, and have nothing to do with the abiding party.
3. Any party that needs to keep confidential the other party’s confidential materials or
information, business secrets , technical secrets , etc. After termination, it shall not be
disclosed or made public to third parties, nor shall it be used for purposes other than the
agreement . In case of violation, the breaching party shall bear all losses incurred by the
observant party.
(1) General obligations: one party must keep the confidential information obtained from the
other party strictly confidential. Without the prior written consent of the other party, unless
it discloses the confidential information in accordance with the provisions of laws and
regulations, or obtains the written consent of the disclosing party in advance. Unless
otherwise agreed, Party B and Party A shall not copy, disseminate, disseminate, or publish
the confidential information without authorization. In addition, it shall not be disclosed to
third parties, allowed to be used by third parties, or used jointly with third parties, except for
the circumstances stipulated in paragraph 3 of this article.
(2) If the other party requests, either party shall return any documents, materials or software
containing the other party's confidential information to the other party, or destroy or
dispose of it in other ways, and shall not continue to use such confidential information.
(3) Disclosure of confidential information. Disclosure of business secrets by any party under
any of the following circumstances shall not be deemed a violation of this agreement :
a. The information has been known to the public at the time of disclosure;
b. The information is disclosed according to the prior written consent of the other party;
c. A party discloses in accordance with the requirements of the judicial and other
departments of the government that have jurisdiction over it when performing official duties
in accordance with Chinese laws and regulations, provided that one party notifies the other
party in writing of the exact nature of the disclosed trade secrets before disclosure.
5、The confidentiality obligations stipulated in this article will continue to be effective after
the termination of this agreement .

9. Agreement violation and termination

1. If either Party A or Party B changes or terminates this agreement without the written
consent of the other party during the cooperation period, it shall compensate the other
party for all losses (including but not limited to actual losses and litigation costs, arbitration
fees, attorney fees, notarization fees) , transportation fees and other related expenses),
unless otherwise specified in this Agreement .
2. Unless otherwise stipulated in this agreement , if either party A or Party B violates or fails
to abide by any agreement in this agreement during the cooperation period, all losses
caused by the non-breaching party (including but not limited to actual losses and litigation
costs, arbitration fees, etc.) Fees, attorney fees, notary fees, transportation expenses and
other related expenses) shall be borne by the breaching party.
3. Party A and Party B shall not fail to perform the content stipulated in the agreement due
to the change of the name of the unit or the change of the legal representative, the person
in charge and the undertaker.
4. Both parties agree that when the laws, administrative regulations, and rules on which this
agreement is based change, the two parties should negotiate to change the relevant content ;
The performance of this agreement can be terminated after negotiation and agreement of
both parties, but both parties still have to fulfill the obligations that have not been fulfilled
by each other, and Party A should pay the advertising fees that have been placed and the
service fees that should be paid.
5. Because one party to this agreement is on the verge of bankruptcy, enters the statutory
rectification period or is liquidated, either party may terminate this agreement and shall
notify the other party in writing, but both parties still have to perform the obligations that
have not been performed by each other.
6. If the advertising content provided by Party A violates the relevant regulations of the
delivery platform, and thus affects the loss of delivery, Party A shall bear all the losses. Party
A's use of advertising accounts on each platform must comply with relevant laws and
regulations and all regulations of each platform. If Party A intentionally violates relevant laws
and regulations or any regulations of each platform by using the advertising account of each
platform, Party B has the right to terminate Party A's right to use the platform account, and
all other losses caused to Party B shall be borne by Party A.

10. Dispute resolution

1. The conclusion, validity, implementation, interpretation and dispute resolution of this


agreement shall be governed by the laws of the People's Republic of China.
2. Disputes during the execution of the agreement should be resolved through friendly
negotiation. If they cannot be resolved through negotiation, both parties agree to submit the
dispute to the people's court with jurisdiction in the place where the agreement was signed
for litigation.
11. Effectiveness and delivery of the agreement

1. This agreement will come into effect on the date of signing or stamping by both parties .
2. The written methods mentioned in this agreement include mail, written documents, etc.
The information that needs to be notified is deemed to be delivered if it is sent to the other
party in the following ways, that is, the party that sent the notice has fulfilled the
corresponding notification obligation :
(1) When the notification e-mail arrives at the designated contact e-mail system;
(2) Send the notification document to the address specified in this agreement , and the
receiver or its designated receiver will not affect the effectiveness of delivery if it refuses to
accept it ;
(3) The third working day after the notification information is sent by couriers including but
not limited to SF Express and EMS. When any party changes its contact information, it shall
promptly and accurately notify the other party in writing, otherwise it shall bear all adverse
consequences arising therefrom.
3. Both Party A and Party B agree that any e-mail exchanged through the mailboxes of both
parties has legal effects such as notification and confirmation; business content exchanged
through communication tools such as WeChat, Dingding, and WeChat of both parties also
has auxiliary legal effects such as notification and confirmation .

12. Changes and Interpretation of the Agreement

1. This agreement can only be modified, supplemented or terminated when both parties
agree in writing with seals or signatures .
2. Changes in laws, regulations or judicial interpretations that make any clause in this
agreement illegal, invalid or unenforceable will not affect the legality, validity or
enforceability of other clauses in this agreement . In this case, the parties should negotiate in
good faith to replace the illegal, invalid or non-enforceable clauses with the clauses that can
best achieve their purpose and purpose as soon as possible.
3. If the order between Party A and Party B conflicts with the terms of this agreement , this
agreement shall prevail; matters not stipulated in this agreement and its appendices shall be
agreed upon by both parties and signed a written supplementary agreement.
4. The titles attached to each clause of this agreement are indicated for reference only and
do not affect the interpretation of each clause.
5. This agreement and its attachments are in duplicate , and each party holds one copy. Each
original copy has the same legal effect , and the scanned copy of the agreement has the
same legal effect as the original agreement .
6. The annex to the agreement is composed of official policies and penalties for violations, a
list of parties entrusted by Party A to pay for third parties, advertising platform incentive
policies (if any), and payment method descriptions (if any) , and has the same legal effect as
this agreement . If the content of the attachment conflicts with the terms of this agreement ,
the content of the attachment shall prevail.
7. Attachment: Facebook (or Meta) platform rules and rebate policy

(There is no text below, it is the signature page)

Party A (seal): Party B (seal):

Date signed : Date signed :


11 November 2023 11 November 2023

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