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Terms of Service

Last updated: July 6, 2026

Effective date: July 6, 2026

Dear users, welcome to the Chuhaiyi Platform and related services.

To serve you better, please be sure to read and fully understand the terms of this Agreement before accessing and using the Chuhaiyi Platform and related services. Once you use the Chuhaiyi Platform and related services, you shall be deemed to have fully understood this Agreement and to have agreed, as a party to this Agreement, to be bound by this Agreement and by the other agreements and rules related to the Chuhaiyi Platform and related services.

 

1. Scope of Application and Definitions


1. This Agreement is concluded between you and Shanghai Ziyi Advertising Co., Ltd. (hereinafter the "Company") in respect of your registration, login, and use of the services related to the Chuhaiyi Platform (hereinafter the "Platform"). Shanghai Ziyi Advertising Co., Ltd. provides internet information services such as the display of user information, as well as services related to the display of task information and task cooperation. To ensure the stability and continuity of the Platform's services, the Company has the right, according to business operation needs, to designate an affiliate or a duly qualified third party related to the services under this Agreement as the actual operator/technical support provider of part or all of the services hereunder, and will notify you at least seven (7) days in advance by reasonable means (including but not limited to platform announcements, in-site messages, or email). If you continue to use the Platform's services, you shall be deemed to have accepted such change; if you object to the changed service provider, you may raise the objection through the Platform's appeal process, and the parties shall resolve it through negotiation; if negotiation fails, you have the right to stop using the relevant services. Disputes or losses arising from services provided by such affiliates or third parties shall be borne by such service providers in accordance with the law.


2. "Chuhaiyi Platform" (the "Platform"): refers to the internet technology service platform operated by the Company or its affiliates under the domain name "https://www.adusb.com.cn/", which supports users in publishing, matching, and managing integrated communication service tasks (referred to as "Tasks") among overseas influencers (Yi Daren/Influencer), overseas media (Yi Meiti/Media), overseas venues (Yi Changdi/Venue), and other service resources.


3. "Users": refers to natural persons, legal persons, and other organizations that, in accordance with the relevant rules and agreements of the Chuhaiyi Platform, use the Chuhaiyi Platform and related services after completing registration or Platform certification and verification. In this Agreement they are collectively referred to as "Users" or "you", including the following parties:

(1) "Client": refers to the party that publishes Tasks through the Chuhaiyi Platform and has video shooting, material production, live streaming, media publication, venue rental, and other content services completed through overseas influencers, MCN agencies, overseas media, overseas venues, and service providers, including clients and agencies entrusted by clients. "Agency": refers to a legal person or other organization that has an account on the Platform, accepts the entrustment and authorization of a Client, conducts content service cooperation on behalf of the Client on the Platform, operates the Client's Chuhaiyi Platform account, and carries out cooperation, settlement, and invoicing on the Platform in its own name. The Agency shall bear legal liability directly, in its own name, for all cooperation activities of the Clients it represents on the Platform and all operations under the Clients' accounts, including but not limited to all consequences arising from violations of the Platform's agreements and rules; the Client bears joint and several liability for its Agency's operations on the Platform, and the Platform has the right to assert all its rights against either the Client or the Agency.

(2) "Service Provider": refers to a legal person or other organization that, after being confirmed by the Platform, provides services for the final completion of Clients' Tasks on the Platform, such as project progress management, content planning, influencer communication, media communication, and venue communication;

(3) "Overseas Influencer": refers to a creator who has a certain degree of influence, creative ability, and self-media resources, accepts Tasks published by Clients, and provides corresponding services in accordance with the content, requirements, and standards specified in each Task. Overseas Influencers include "natural-person influencers", "PGC creators", and "MCN influencers". Influencers may cooperate with the Platform through market entities duly registered in accordance with laws and regulations; such market entities are "PGC creators". "MCN influencer" refers to an influencer bound to an MCN agency on the Platform, whose operation and commercial services are provided by the MCN agency and whose task service fees are settled through the MCN agency. The content created, completed, and published by an influencer based on a Task issued by a Client constitutes "Task Content" under this Agreement;

(4) "Overseas MCN Agency": refers to a legal person or other organization that has passed the Platform's review, meets the Platform's entry standards, possesses a large number of quality self-media influencer resources, and provides operation, commercial, and other services for its affiliated influencers.

(5) "Overseas Media": refers to a content publication/traffic channel that has passed the Platform's review, meets the Platform's entry standards, is registered, operated, or primarily distributes content outside mainland China, and is able to reach overseas audiences.

(6) "Overseas Venue": refers to a physical space resource located outside mainland China that has passed the Platform's review, meets the Platform's entry standards, and can be used for commercial purposes such as brand events, filming, exhibitions, and pop-ups, whose ownership or operating rights are located overseas, and which is rented out on the basis of "time period + area" or "session".

(7) "Overseas Advertising Company": refers to a service provider that has passed the Platform's review and meets the entry standards, whose place of registration and main operating entity are located outside mainland China, and which has the capability of executing overseas local integrated marketing. As a resource integrator, an Overseas Advertising Company may combine and allocate resources such as overseas influencers, overseas media, and overseas venues, and may supplement other types of service resources according to Clients' needs, providing Clients with one-stop cross-border marketing execution solutions in the role of general contractor.


4. "Service Fees": refers to the relevant fees payable by Users for each Task (including task service fees, service provider fees, and platform service fees). "Task service fee" refers to the transaction amount agreed between the Client and the overseas influencer, MCN agency, overseas media, overseas venue, or overseas advertising company for each Task; "service provider fee" refers to the fee payable by the Client to the Service Provider based on the Service Provider's services; "platform service fee" refers to the technical service fee payable by Platform users to the Platform, the specific rate of which is subject to the Platform's published rates.


5. "Designated Service Provider": refers to a service provider voluntarily selected by a natural-person influencer for cooperation, which can provide the influencer with management, operation, settlement, and other services, and which has the right, in accordance with relevant laws and regulations and its cooperation agreement with the influencer, to handle on behalf of the influencer matters such as the declaration and payment of taxes (including individual income tax, value-added tax, and surcharges) on the income obtained by the influencer under this Agreement and the handling of invoices.


6. This Agreement also includes the agreements, rules, and other contents concerning the Platform, related services, and Tasks that the Company has already published and may continuously publish and update hereafter. The foregoing contents take effect on the date of announcement or notice, or on the date specified in the announcement or notice, and constitute an integral part of this Agreement. The Company shall prominently prompt Users to review the foregoing rules, and shall notify Users at least seven (7) days in advance through effectively deliverable means such as in-site messages or email when the rules change (except as otherwise provided by laws and regulations or in urgent security matters). You have the right to raise objections before the foregoing contents take effect and to choose to stop using the Platform's services; if you continue to use the Chuhaiyi Platform after the foregoing contents take effect, you shall be deemed to have accepted and voluntarily complied with the foregoing contents.

 

2. About Accounts


1. Account registration, login, and use.

(1) When registering and using account information on the Platform, you shall comply with laws and regulations such as the Provisions on the Governance of Online Information Content of Internet User Accounts, and shall not impersonate or falsely use another person's name, entity name, trade name, trademark, profile photo, etc. as account information; shall not mislead the public into confusing the account owner in any way, especially confusing it with institutions or individuals widely known to the public; shall not infringe upon others' personal rights, property rights, or other lawful rights and interests in any form; and shall not contain other contents prohibited by laws, administrative regulations, and relevant national provisions. You shall set a password that meets security requirements on your own. The account and password you set are your credentials for logging in to the Platform and using the Platform and related services in your own name.

(2) In addition to registering a Platform account on your own, you may also choose to quickly register and use the Chuhaiyi Platform and related services by logging in with an authorized third-party account. You shall comply with the user agreement and platform rules of that third-party platform. Before logging in with a third-party account, you shall ensure that you have obtained all lawful authorizations and shall bear responsibility for all activities under the account.

(3) Users shall ensure that: if the User is a legal person, the User remains in normal operation throughout the cooperation period under this Agreement, has the right to conclude this Agreement, and has obtained all authorizations and approvals necessary for concluding this Agreement and performing its obligations hereunder; if the User is a natural person, the User is a civil subject who has reached the age of eighteen (18) and possesses full civil capacity for rights and conduct, has the right to conclude this Agreement, and has obtained all authorizations and approvals necessary for concluding this Agreement and performing its obligations hereunder. The User shall ensure that the foregoing authorizations and approvals remain valid throughout the cooperation period; if the validity of this Agreement is defective due to the lapse of authorization, the User shall bear all legal consequences.

(4) You shall complete real-name verification as required by the Platform; otherwise, the Platform has the right to refuse your entry, remove you from the Platform, and require you to compensate for losses caused to the Platform; if you are an influencer, you shall meet the conditions for activating marketing permissions required by laws and regulations, regulatory policies, and the Platform's agreements and rules.


2. The ownership of the account you register on the Platform and the relevant rights and interests therein belong to the Company; during your use of the Platform's services, you only enjoy the complete right to use the account, and the Platform shall not revoke the account except for statutory or agreed reasons. You shall bear full legal liability for all activities conducted in the name of the registered account, including but not limited to all legal liabilities that may arise from any information or task publishing, modification, quotation, acceptance of task orders, top-up, payment, and other operations you perform on the Platform. Users shall bear the burden of proof for the authenticity and legality of all operations under their accounts.


3. Account security and recovery:

(1) To safeguard account security, you are responsible for properly keeping and maintaining the security and confidentiality of your account and password. Do not disclose your account and password to others under any circumstances. If you discover that others are using your account without permission or that any other security vulnerability has occurred, you shall notify the Company immediately.

(2) The account is for your use only. Without the Company's written consent, it is prohibited to gift, lend, rent, transfer, sell, or otherwise license your account to any third party in any form. If the Company discovers, or has reasonable grounds to believe, that the user is not the authorized user of the account, the Company has the right, in order to safeguard account security, to suspend or terminate services to that account, or even cancel the account, without notifying you; all legal liabilities arising from the lending or transfer of the account shall be borne by the account registrant.

(3) If your account is lost or you forget your account password, you may promptly file an appeal through the Company's appeal channel to request recovery of the account or password. You shall provide password-protection information to enhance account security, and may apply to the Company for account and password recovery by submitting an appeal form with your initial registration information and password-protection information. You understand and acknowledge that the Company's password recovery mechanism can only verify the consistency between the information filled in the appeal form and the information recorded in the system, and cannot identify whether the appellant is the true authorized user of the account. The Company specifically reminds you to properly keep your account and password, and to log out securely after use. You shall bear the responsibility yourself for account theft or password loss caused by your improper safekeeping, failure to save data yourself before account cancellation, reasons attributable to the Agency entrusted by the Client, or other force majeure factors. If account loss is caused by the Platform's gross negligence in security measures, the Company shall bear corresponding liability to the extent of its fault.


4. When registering and using an account, you shall warrant that the information submitted is true, accurate, lawful, valid, and compliant with Platform rules, including registration information and qualification documents (including but not limited to email address, contact telephone, and contact address). The Company has the right to review the information you submit; if it discovers or has reason to suspect that the information is inaccurate, untrue, or unlawful, the Platform has the right to refuse entry, remove you, and require you to compensate for losses caused to the Platform or the Platform's affiliates. If you have already submitted relevant qualification documents or real-name information on the Company's affiliated platforms, you understand and agree that the Company has the right to retrieve the relevant data for reference in the review; if the data is inconsistent, the Company has the right to refuse to approve the review. If user information changes, you shall proactively update it within seven (7) days of the change; the consequences of failing to update the information in a timely manner shall be borne by the User.

 

3. Rights and Obligations of Platform Users in Task Cooperation


1. The Company only provides Users with platform technical services, including but not limited to task publishing and acceptance, task management, and service fee settlement (hereinafter collectively the "Chuhaiyi Services"). Platform Users independently choose their cooperation partners, and the Company does not participate in the content service cooperation or other cooperation reached between Platform Users. If the Company intervenes in dispute handling, it is merely a technical management measure for maintaining transaction order, and does not constitute an adjudication or guarantee of the substance of the transaction. Disputes between Platform Users shall be resolved by the Users themselves through negotiation or through legal channels, and the Platform may provide necessary assistance (including but not limited to providing evidence materials on file).


2. Platform Users undertake that they all possess the corresponding statutory qualifications and credentials to engage in the cooperation under this Agreement and are capable of performing their obligations hereunder, and that such performance does not violate any legal documents binding on the Platform Users. In addition, Clients and MCN agencies shall also comply with the following:

(1) The Client shall possess the statutory qualifications required for publishing the relevant Tasks, has the right to publish task requirements on the Platform, and the task requirements themselves comply with laws, regulations, and the Platform's agreements and rules; the task materials provided by the Client (including but not limited to mounted components or links) do not infringe the lawful rights and interests of any third party. The Client understands and agrees that the Platform has the right to review and screen the task materials provided by the Client and has the right to reject them. If the Client uses the Platform's website-building technical services, the Client shall comply with the relevant technical cooperation requirements of the website-building services and shall fulfill personal information protection obligations in accordance with laws and regulations. Given the nature of Tasks, in scenarios where Tasks can be published without the Client's confirmation, the Client may put forward restrictive requirements on task content before placing an order, but the Client knows and agrees that, due to the diversity of task content, the Platform cannot guarantee that the task content will meet all of the Client's restrictive requirements. When using the Platform's relevant data, Platform Users shall comply with relevant Chinese laws and regulations, and Platform Users shall ensure that their published content and service activities comply with the dual legal requirements of China and the country where the services are performed; otherwise, they shall bear all legal consequences arising therefrom. The Client bears full responsibility for the authenticity, legality, and accuracy of any information, materials, and requirements it publishes through the Platform, and such responsibility is not mitigated or exempted by the Platform's review.

(2) The MCN agency shall provide true information about its cooperation with influencers, undertakes that it has the right to negotiate and sign contracts on behalf of its affiliated influencers, and shall, at the request of the Platform and/or Clients, provide the Platform and/or Clients with the agency contracts and/or corresponding authorization documents signed between the MCN agency and the influencers. If the authorization relationship between the MCN agency and its affiliated influencers changes or terminates, the MCN agency shall notify the Platform in writing within three (3) days; otherwise, the authorization relationship shall be deemed to remain valid, and the MCN agency shall remain fully responsible for the activities of its affiliated influencers on the Platform.


3. All Platform Users shall publish and complete Tasks in accordance with the Platform's management regulations and process requirements. Influencers and MCN agencies shall communicate in a timely manner regarding requirements such as script creation, video shooting, content production, service provision, and standards, and shall upload the service deliverables at each stage (script creation, video shooting, material production, live streaming, service delivery, post-production, etc.) on the Platform in a timely manner. The Client shall accept and inspect the service deliverables at each stage in a timely manner in accordance with the task cooperation rules. Once an order is issued or accepted, it becomes binding on both the issuing party and the accepting party, and neither party may cancel the order without authorization. If a party genuinely needs to cancel, it shall obtain the other party's written consent in advance; otherwise, it shall be deemed a breach, and the Platform has the right to take corresponding disposal measures in accordance with this Agreement and Platform rules, including but not limited to deducting the security deposit, restricting order-acceptance permissions, and closing the account; the breaching party shall also bear corresponding compensation liability for its cancellation in accordance with the law.


4. The Platform prohibits Users or any third party from obtaining improper benefits through improper means, including but not limited to fake orders, fabricating fake followers, fabricating fake comments, fabricating fake transactions, and exploiting loopholes in Platform rules or policies. The Platform has the right to identify such behaviors through background data monitoring, third-party cross-verification, and other means, and Users are obliged to cooperate with investigations and provide counterevidence within a reasonable period. Once a Platform User is found to have engaged in the above behaviors, the Company or its affiliates has the right to terminate this Agreement and refuse to provide services; for Users and task orders involved in such behaviors, the Platform has the right to handle them in accordance with the Platform's agreements and rules. If such behaviors cause complaints or disputes to the Company or its affiliates, or administrative supervision or penalties, or damage to business reputation, or other economic losses, the Company has the right to require the User to make a public apology, eliminate the impact, deduct the entire security deposit, and require the User to compensate for all losses. The amount of compensation includes but is not limited to the investigation fees, attorney fees, fines, and payments to third parties incurred by the Platform as a result, as well as the subsidies and rewards advanced by the Platform based on such fake transactions.


5. When Users having a cooperative relationship on the Platform have objections regarding task execution, fee payment, intellectual property authorization, campaign approval execution, and other issues, the Company has the right to intervene and make determinations in accordance with Platform rules; the responsibilities related to the performance of cooperative Tasks shall be borne by the Platform Users themselves based on the actual performance of the Tasks.


6. Platform Users may contact other cooperating users through the communication tools provided by the Platform to discuss specific task requirements. Users know and agree that anyone who obtains task information through the Platform or establishes cooperative relationships with other Platform Users shall complete transactions and settlement within this Platform, and shall not engage in private transactions with other Platform Users regarding Platform task requirements in any form, or otherwise circumvent Platform management and fee settlement. In case of violation of this paragraph, the Platform has the right to handle it as a "serious breach of this Agreement", including but not limited to deducting the entire security deposit, permanently closing the account, and pursuing liability for breach.


7. Sharing of qualification materials and authorization for content adjustment:

(1) To facilitate the review and delivery of task content on affiliated delivery platforms, you authorize the Platform to share the entity qualification, business license, trademark authorization, and other qualification materials you submitted upon entry to Chuhaiyi's affiliated delivery platforms, so that the delivery platforms can conduct delivery qualification review and help users of Chuhaiyi's affiliated platforms complete content delivery smoothly. You shall warrant that the foregoing qualification materials are true, lawful, and valid, and that you have the right to make such authorization.

(2) You know and confirm that, within the scope permitted by laws, regulations, and the affiliated platforms' rules, the affiliated delivery platforms have the right to adjust task content for reasonable purposes such as optimizing material display and meeting Clients' delivery needs, including but not limited to adjusting anchor components, logos, and marks, and making adaptive modifications to video duration, aspect ratio, and subtitles. Once task content is published, the affiliated delivery platforms have the right to deliver it in accordance with their rules. The foregoing adjustments shall not substantially change the core ideas, information, or expression of the task content, and shall not harm the influencer's right of attribution, right of integrity, or other moral rights by distortion or falsification.


8. After an influencer/MCN agency/media/venue/overseas advertising company/service provider reaches a cooperation intention with a Client, the Task shall not be re-entrusted to or arranged to be actually performed by a third party. If the services actually provided by the third party do not meet the Client's task requirements or the Platform's management regulations, the influencer/MCN agency/media/venue/overseas advertising company/service provider shall bear corresponding responsibilities to the Client and the Platform in accordance with this Agreement.


9. The Client has the right to evaluate the influencer's services through the evaluation system provided by the Platform. All evaluation activities of the Client shall comply with this Agreement and Platform rules; the evaluation content shall be objective and true, and shall not contain any profanity, pornographic or vulgar content, advertising information, or information prohibited by laws and regulations. The Client shall not improperly help others improve their credit, or use the right to evaluate to threaten or blackmail other users. If the Platform has reasonable grounds to believe that an evaluation is untrue, malicious, or in violation of laws and regulations, the Platform has the right to delete the relevant evaluation or restrict the evaluation function.


10. The Platform has the right to review and monitor the components and links provided by Clients through certain technical means. If the content linked in an influencer's task content is a third-party platform link, the third-party platform's commitments regarding the conversion revenue of the link promotion shall be performed by the third-party platform and have nothing to do with the Chuhaiyi Platform. The Client warrants that the components and landing pages added in the task requirements are configured or filled in in accordance with the Platform's and affiliated platforms' rules, and that no operation entrances guiding users to download applications — such as application download links, download buttons, or download QR codes — will be arbitrarily added to the submitted components, landing pages, and reference materials in violation of Platform rules. For application download components or landing pages added by the Client in accordance with the rules of the Platform and affiliated platforms, the Client shall clearly disclose to users the six elements of information (application name, version information, developer name, permission information, privacy policy, and product functions), and there shall be no inconsistency between content materials and the relevant application information or other misleading or induced downloading; otherwise, the Platform has the right to reject the Client's task requirements, immediately take the task information or task content offline, and require the Client to bear liability for breach.


11. Influencers and MCN agencies shall fulfill their tax obligations in accordance with the law. MCN agencies shall pay the taxes prescribed by the state for their affiliated influencers; in case of tax evasion, the influencers and MCN agencies shall bear corresponding legal liabilities in accordance with the law, and if losses are caused to the Company, they shall compensate the Company and its affiliates for the losses. MCN agencies shall provide services to their affiliated influencers and shall bear joint and several liability for all Platform activities of their affiliated influencers; the Platform has the right, in accordance with Platform agreements and rules, to require the MCN agency to bear corresponding legal liabilities for the violations and breaches of MCN influencers. Internal disputes between the MCN agency and its affiliated influencers shall be resolved by the parties themselves and do not affect the MCN agency's full liability under this Agreement to the Platform and Clients.


12. Platform Users shall not engage in commercial bribery, money laundering, pyramid schemes, or other illegal activities through the Platform's technical services; at the same time, when using the Platform's services, Platform Users shall not engage in commercial bribery, improper acquisition of improper benefits, or other unfair competition practices with the Platform or other Platform Users, and shall not undermine the Platform's transaction order.


13. Depending on the type and nature of the Task, the Client may use the Task Content within different authorization scopes after the Task is completed; the specific scope is set out in Section 10 "Intellectual Property", paragraph 3.


14. To better improve user experience and services, the Company will from time to time provide updates or changes to the Platform and related services (including but not limited to platform upgrades, function enhancements, and the development of new services and task types). To ensure the security of the Platform and related services and improve service quality, after part or all of the Platform and related services are updated or changed, the Company will, where feasible, notify you in an appropriate manner (including but not limited to system prompts, announcements, and in-site messages).


15. MCN agencies confirm that, during the cooperation period under this Agreement, the Platform has the right to set assessment cycles and assessment indicators according to business development needs; the specific assessment standards, assessment methods, and compliance requirements are subject to the Chuhaiyi MCN Agency Cooperation Rules and the Platform's separate notices. The Platform will evaluate the MCN agency's completion of the previous cycle's assessment at the end of each assessment cycle. If the MCN agency fails to meet any assessment indicator, the Platform has the right to terminate this Agreement by written notice; if the MCN agency objects to the assessment results, it may submit a written review application to the Platform within five (5) working days of receiving the notice, and the Platform shall conduct the review and reply within fifteen (15) working days of receiving the application.

 

4. Fees and Settlement


1. Where a task order reaches the corresponding settlement conditions (including but not limited to scenarios where the Task must be inspected and accepted by the Client in accordance with Platform rules), the Platform settles service fees with the Service Provider, MCN agency, influencer (excluding MCN influencers), media, venue, or overseas advertising company respectively in accordance with the relevant agreements, service provider cooperation contracts, and specific task rules. If you are an MCN influencer, the Platform will settle with the MCN agency to which you belong, or settle with you and the MCN agency separately according to the revenue-sharing ratio you and the MCN agency have set on the Platform; you shall settle with your MCN agency on your own, and if disputes arise over settlement, they shall be resolved through negotiation with your MCN agency. Users shall warrant that their account and other financial information is true and consistent with the contracting party to this Agreement; if the financial information provided by the User is false or inconsistent, the resulting risks shall be borne by the User, and if losses are caused to the Company, the User shall compensate for them. If payment fails due to incorrect bank account information provided by the User, the Platform shall not be liable for late payment; however, the Platform shall notify the User to provide correct account information within three (3) working days after discovering the payment failure.


2. If you are a Client, you agree to and shall abide by the following provisions on service fees:

(1) Service fees are prepaid. You shall pay the full service fees to the account designated by the Company according to the order amount generated by the Platform. The Company will only begin to provide services after receiving all the fees you have paid in full. The Company reserves the right to suspend or refuse to provide services before you have paid the fees in full as agreed. (2) Where a Task reaches the corresponding settlement conditions, the Platform will deduct and settle the task service fees in accordance with this Agreement and Platform rules. After settlement is completed, you may apply online to the Platform for an invoice equal to the settled amount, and the Platform shall complete invoicing and dispatch within fifteen (15) working days after receiving your valid invoicing application.

Where the Client chooses to cooperate in the agency model, the Client shall be deemed to have fully known and agreed to the agency settlement rules stipulated in this paragraph, and to have acknowledged that the legal consequences of all the Agency's operations on the Platform shall be borne jointly and severally by the Client and the Agency. The Agency shall bear all service fees incurred by the Clients it represents on the Platform, and the Platform only issues corresponding invoices to the Agency. The fee settlement and invoicing between the Agency and its Clients shall be handled by the parties themselves, and the Platform will not intervene in the settlement relationship between the Agency and its Clients.

(3) To ensure that you can continue to use the Platform and related services normally, you should renew your top-up in a timely manner when the remaining balance of your prepayment is insufficient to pay for specific project payments. The Platform shall remind you to renew at least three (3) days in advance via in-site message or email when the prepayment balance falls below the amount of a single task; however, except where the Platform has intent or gross negligence, the consequences of the Platform's failure to remind in a timely manner shall be borne by you.

(4) The account information designated by the Company is as follows:

Account name: Shanghai Ziyi Advertising Co., Ltd.

Bank: Bank of China, Shanghai Xuhui Riverside Sub-branch

Account number: 433889199740

(5) If you are a client from the Hong Kong Special Administrative Region, the Macao Special Administrative Region, the Taiwan region, or other regions outside mainland China, you shall bear all remittance handling fees and exchange gains or losses arising from currency conversion when paying the Company. Each top-up you make on the Platform is the RMB amount after currency conversion. If any refund arises during the cooperation period, the relevant handling fees and exchange gains or losses shall be borne by you. If the tax authority of your region requires it to withhold and pay relevant taxes on the amounts you pay (including but not limited to taxes and other types of government charges), the withheld taxes shall be borne by you.

(6) The settlement currency of both parties is RMB, and the exchange rate for currency conversion shall be the bank's real-time exchange rate on the day of conversion.

(7) When you publish a Task, you need to pay the relevant fees for each Task (including task service fees, service provider fees, and platform service fees); the specific fee composition is subject to the description and agreement on the task page agreed between you and the Service Provider, MCN agency, influencer, media, venue, or overseas advertising company. The settlement rules are subject to the Platform's latest publication.


3. If you are a natural-person influencer, PGC creator, or MCN agency, you agree to the following provisions on service fees:

(1) For the Tasks you undertake, the Company will settle with you based on the task service fees actually paid by the corresponding task Client (or the discounted price, if any discount applies) after deducting a certain percentage of platform service fees in accordance with Platform policies; at the same time, the calculation method of the task service fee is subject to the description on your or your influencer's task page; the settlement rules are subject to the Platform's latest publication.

(2) The Company has the right, according to the settlement rules for different types of fees, to exclude fraudulent data and view counts generated through third-party platform delivery (if applicable, including but not limited to content delivery and purchased traffic, subject to the task page or task rules).

4. If you are a PGC creator or MCN agency, you agree to the following settlement method:


(1) The Platform settles with you on a calendar-month basis; before the 15th day of each calendar month, both parties reconcile the service fees of the previous calendar month. Both parties settle fees based on the Platform Service Settlement Statement; you shall promptly mail back the Platform Service Settlement Statement stamped with the contract seal and the invoice, and the Platform shall pay the full invoice amount within ten (10) working days after receiving the mailed-back Settlement Statement stamped with the contract seal and the invoice. If the invoice you provide does not meet the tax bureau's requirements, the Platform has the right to require you to reissue it until it complies; the Platform shall not bear any responsibility for payment delays caused by your non-compliant invoices. If you are unable to issue an invoice to the Platform for any reason, the taxes (including but not limited to value-added tax and corporate income tax) and related cost losses incurred to the Platform shall be borne by you; see the Chuhaiyi MCN Agency Settlement Instructions for detailed rules.

(2) The Platform is a general VAT taxpayer; the type of invoice you issue to the Platform is a 6% VAT special invoice, and the invoice items are subject to the contents of the Platform Service Settlement Statement. If you cannot provide a 6% VAT special invoice, the Platform needs to additionally deduct a 6% tax fee and a 2% financial management fee.

(3) The Platform will pay the corresponding fees to the bank account you designated in the Platform Service Settlement Statement.


5. MCN agencies shall comply with the following security deposit provisions:

(1) Within ten (10) working days after the signing of this Agreement, the security deposit of the corresponding amount shall be paid to the Platform in accordance with the Chuhaiyi Partner Compliance Security Deposit Management Measures and the Platform's requirements. The deposit amount is subject to the standards published by the Platform at that time; if the Platform adjusts the deposit amount, it shall notify the MCN agency to make up or refund the difference at least seven (7) days in advance.

(2) Deduction of the security deposit:

The security deposit is used to guarantee that during the cooperation period: 1) the MCN agency and/or its affiliated influencers have no illegal or non-compliant behavior and no violation of the Chuhaiyi MCN Agency Management Rules, the Chuhaiyi MCN Agency Violation Governance Rules, the Chuhaiyi Partner Compliance Security Deposit Management Measures, or other Platform control notices, rules, norms, or policy provisions; 2) the MCN agency and/or its affiliated influencers fully perform their obligations and bear corresponding responsibilities in accordance with this Agreement. If the MCN agency and/or its affiliated influencers violate any of the above, the Platform has the right to deduct from the security deposit the liquidated damages, compensation amounts payable to the Platform or to third parties, and other amounts that the MCN agency and/or its affiliated influencers shall pay and bear; if the security deposit is insufficient to cover such amounts, the Platform has the right to directly deduct such amounts from the payments not yet made to the MCN agency. Meanwhile, the Platform has the right to deduct the entire security deposit without refund, and, depending on the circumstances, to take other measures such as banning the account, revoking order-acceptance qualifications, and directly terminating the cooperation without bearing any liability. The deduction of the security deposit shall be premised on the Platform issuing a written deduction notice and the deduction basis to the MCN agency; if the MCN agency objects to the deduction, it may file a written appeal within five (5) working days.

(3) After the security deposit is deducted, the MCN agency shall replenish the deposit to the required amount within the prescribed period in accordance with the Chuhaiyi Partner Compliance Security Deposit Management Measures; otherwise, the Platform has the right to terminate this Agreement at any time without bearing any liability, and has the right to take corresponding handling measures in accordance with Platform rules.

(4) After the cooperation ends, if the MCN agency has not violated this Agreement and/or Platform rules, has not caused any losses to Clients/the Company, and there are no deduction or penalty situations, then upon the MCN agency's application and the Platform's review confirming that the refund conditions are met, the Platform shall refund the security deposit without interest within thirty (30) working days after the MCN agency submits a qualified refund application.


6. If you are a natural-person influencer, you shall also comply with the following tax-related provisions:

(1) You agree that you shall bear the tax costs such as individual income tax, value-added tax, and surcharges on the task service fees obtained under this Agreement on your own.

(2) If you cooperate with the Platform through a Designated Service Provider, you agree to settle in accordance with the cooperation agreement signed separately with the Designated Service Provider. The task service fees you may obtain under this Agreement shall still be calculated in accordance with the provisions of this Agreement, but shall be paid to you by the Designated Service Provider in accordance with the aforementioned cooperation agreement. You agree that the Designated Service Provider has the right, in accordance with relevant laws and regulations and the aforementioned cooperation agreement, to handle the declaration and payment of taxes (including individual income tax, value-added tax, and surcharges) on your income obtained under this Agreement and related invoicing matters. You confirm that disputes between you and the Designated Service Provider arising from the aforementioned cooperation agreement have nothing to do with the Platform. If you cooperate with the Platform and receive the corresponding task service fees through a corporate entity such as a cooperating MCN agency or PGC creator, you agree that the Platform will pay the corresponding fees in accordance with the provisions of the agreement signed separately among you, the Platform, and the corresponding MCN agency or PGC creator.

(3) You confirm that the performance of this Agreement and the cooperation agreement signed separately between you and the Designated Service Provider will fully comply with relevant national tax laws, regulations, and policies. You are obliged to continuously follow and understand the relevant tax policies and agree to bear the corresponding tax obligations in accordance with their provisions. If the tax policies or regulatory environment change, you are obliged to fulfill the relevant compliance obligations in accordance with the changed tax policies or regulatory requirements at that time; if you need to pay additional taxes to the tax authorities, you shall complete the supplementary payment promptly after receiving notice from the Platform and/or the Designated Service Provider. If you fail to complete the tax payment as required by the notice, it constitutes a breach, and the Platform has the right to independently judge and take disposal measures including but not limited to restricting settlement, restricting account functions, directly deducting the payable amounts from your account or affiliated platform accounts, and terminating the cooperation, without bearing any liability for breach.


7. The Company has the right to adjust the service fee rules for different types of Tasks; if adjustments occur, Platform Users agree to implement them in accordance with the provisions separately notified or publicized by the Company. The Company has the right to adjust the users' total tax-inclusive amounts according to changes in platform costs caused by factors such as changes in tax rates prescribed by tax law and tax policy changes. The foregoing fee rule adjustments shall be publicized on the Platform at least seven (7) days in advance; historical orders shall still be executed under the fee rules effective at the time the orders were placed, and the adjustments do not affect the settlement of effective orders.

 

5. Protection and Use of User Information


1. Platform Users understand and agree that: to perform this Agreement, the Company has the right to store your information (including but not limited to your registration information and task information) on the Platform's servers; within the scope permitted by laws and regulations, the Company has the right to use and disclose externally your information and your cooperation information on the Platform, including but not limited to for the purposes of upgrading, sample testing, and updating the Platform and related service systems, or for the purpose of improving the integrity of the internet environment, or in response to judicial cases, administrative complaints, and regulatory requirements (including but not limited to responding to litigation, providing evidence materials, and explaining factual circumstances). To enable you to better use the Platform and related services, where the Company organizes and analyzes relevant service data for further optimizing or expanding related services, it shall be anonymized to ensure that no specific individual can be identified.


2. Platform Clients authorize the Chuhaiyi Platform to disclose the conversion data of the tasks you order to the corresponding task cooperation parties (including agencies, influencers, MCN agencies, media, venues, overseas advertising companies, and service providers), so that the cooperation parties can understand task performance, improve and optimize their service capabilities under this Agreement, and ensure better cooperation with you in the future; at the same time, you shall ensure that you have the right to make such authorization. Since this Platform involves cross-border services, if personal information is to be transmitted outside China, the Platform will fulfill the data export security assessment or standard contract filing obligations in accordance with the law, and Users shall cooperate. Before the statutory procedures are completed, the Platform has the right to suspend the relevant services involving data export.


3. To enable Platform Users to better use the Platform and related services, you authorize the Company and its affiliates to use, in one or more of the following ways, your Chuhaiyi Platform and affiliated platform account information (including but not limited to short videos, live streaming, articles, images, and other content and corresponding public data), task-related information (task information in the form of short videos, live streaming, articles, images, etc.), and task product-related data, including but not limited to task content information, task performance and interaction data, task components (including POI components), task product conversion effect data, and data generated from the use of product information sharing functions:

(1) Organizing and analyzing relevant service data for further optimizing and expanding related services;

(2) Using or displaying in accordance with existing or newly added service functions of the Platform or affiliated platforms;

(3) Participating in relevant award evaluations, being promoted and displayed as service cases, or being used for other purposes based on operational needs;

(4) Sharing with platforms operated by the Company's affiliates, and authorizing the foregoing platforms to display the foregoing information of yours to merchants and platform users, so that merchants and platform users can better understand the relevant goods or services and so that you can be provided with a better platform service experience and expanded related services;

(5) Troubleshooting the issues you inquire about and providing solutions.

You understand and confirm that the above authorization is necessary for using the Platform and related services; if you do not agree to the above authorization, you will not be able to use the Platform's services normally. You may withdraw all or part of the above authorization through the withdrawal path provided by the Platform; after withdrawal, the Platform will stop the relevant use activities, but the withdrawal does not affect lawful uses already carried out based on the authorization before the withdrawal.


4. If you are an influencer or MCN agency, you understand and agree that:

(1) To help Clients understand your information better and more comprehensively and to help you reach cooperation with Clients more effectively, you agree and authorize Chuhaiyi's affiliated platforms to share your account information — including profile photo, nickname, gender, region, country and city of the device, account level, affiliated organization, follower statistics profile, work data (including works in the form of short videos, live streaming, and articles/images), user comments, etc. — as well as data generated from product information sharing functions such as product sharing content and forms and product sharing order data, to the Platform, and authorize the Platform to display the foregoing information to Clients. You also agree that the Platform will disclose to Clients the data obtained through technical analysis and organization of the above information and your task completion status on the Platform, including the number of completed tasks, estimated views, various Chuhaiyi indices, task performance data, and Client evaluations.

(2) To help Clients better understand information related to the completion status and effects of the Tasks you undertake, you agree and authorize the Platform to display the effect data of the Tasks you have completed on the Platform to the corresponding task-publishing Clients, including completed views, likes, comments, shares, etc.

(3) To help you better complete Tasks, you may view the public data of other influencers on Chuhaiyi's affiliated platforms; at the same time, you agree and authorize the Platform to display your public data on Chuhaiyi's affiliated platforms to other influencers and MCN agencies. If you wish to withdraw the foregoing authorization, you may log in to the Platform and withdraw the authorization on the "Service Management Settings" page, or contact Platform customer service via email at Peter_xin@ziyiad.com to communicate the withdrawal of authorization.

(4) To help you better understand your earnings through your bound Douyin account, you agree that we will synchronize the income information under your Chuhaiyi account to the Douyin platform for display. Please rest assured: your income information data is only displayed on the Douyin platform to the Douyin account you have bound; the display of the above income information is realized through technical means, and your income information will not be transmitted or stored across platforms. If you wish to withdraw the foregoing authorization, you may contact Platform customer service via email at Peter_xin@ziyiad.com to communicate the withdrawal of authorization. After the authorization is withdrawn, the Platform will stop the subsequent synchronization of income information, but the information already synchronized previously will not be affected.


5. The Company has formulated the Chuhaiyi Platform Privacy Policy, which explains in detail how we collect, use, store, transfer, and protect your personal information, and helps you understand how to access, copy, correct, and delete personal information and how to withdraw authorization. Please read and understand the Chuhaiyi Platform Privacy Policy carefully before using the Chuhaiyi Platform and related services, so that you can make appropriate choices. Where the provisions of this Agreement concerning personal information protection conflict with the Chuhaiyi Platform Privacy Policy, this Agreement shall prevail; for matters not covered in this Agreement regarding the processing of personal information, the contents of the Chuhaiyi Platform Privacy Policy shall prevail. When processing users' personal information, the Platform will strictly comply with the Chuhaiyi Platform Privacy Policy and applicable laws; liabilities arising from users' own illegal processing of data shall be borne by the users themselves.


6. For the statistical analysis of the Platform's marketing effects, the conversion data returned by Clients to the Platform shall be true, comprehensive, and accurate; conversion data shall not be misreported or under-reported to obtain Platform subsidies. If the data returned by Clients involves users' personal information, the Clients shall ensure that the consent of the relevant users has been obtained in accordance with the law, and shall at the same time lawfully provide users with a path to manage their personal information; if Clients need the Platform's assistance, they shall communicate with the Platform in a timely manner.


7. Clients shall strictly comply with the provisions of the attached Personal Information Protection Commitment Letter; the data obtained from the Platform shall be used only for the purposes of cooperation between the parties, shall not be disclosed to any third party, and shall not be used for other purposes.

 

6. User Conduct Standards


1. Platform Users shall each be responsible for their conduct in using the Platform and related services, and MCN agencies shall additionally be responsible for the conduct of their affiliated influencers in using the Platform and related services. Unless permitted by law or with the Company's prior written permission, the use of the Platform and related services shall not involve any of the following:

(1) Using any plug-ins, cheats, systems, or third-party tools not authorized or licensed by the Company to interfere with, disrupt, modify, or otherwise affect the normal operation of the Platform and related services.

(2) Carrying out any act that endangers computer network security using or targeting the Platform and related services, including but not limited to:

1) Activities endangering network security such as illegally intruding into networks, interfering with normal network functions, and stealing network data;

2) Providing programs or tools specially used for activities endangering network security such as intruding into networks, interfering with normal network functions and protective measures, and stealing network data;

3) Providing technical support, content delivery, payment settlement, or other assistance to others known to be engaged in activities endangering network security;

4) Obtaining or using unauthorized data, or entering unauthorized servers/accounts, by automated or manual means;

5) Entering public computer networks or others' computer systems without permission and deleting, modifying, or adding stored information;

6) Attempting, without permission, to probe, scan, or test the weaknesses of the Platform or otherwise commit acts that undermine network security;

7) Attempting to interfere with or disrupt the normal operation of the Platform, intentionally spreading malicious programs or viruses, and other acts that disrupt or interfere with normal network information services;

8) Forging TCP/IP packet names or parts of names;

9) Reverse engineering, reverse assembly, or compilation of the Platform and related services, or otherwise attempting to discover the source code of the software;

10) Maliciously registering Platform accounts, including frequent registration and batch registration of accounts;

11) Other acts that violate laws and regulations, this Agreement, the Company's relevant rules, or infringe upon others' lawful rights and interests.

(3) Under any circumstances, if the Company has reason to believe that any of your acts violates or may violate the above agreements, the Company may judge and handle it independently, and has the right to terminate the provision of services to you without any prior notice and to pursue your relevant legal liabilities in accordance with the law. The Company shall record and preserve evidence of violations by reasonable means, for use in user appeals or verification by regulatory authorities.


2. Content published by Platform Users on the Platform shall consciously comply with relevant laws and regulations, respect public order, respect social morals, the socialist system, national interests, the lawful rights and interests of citizens, morality and public custom, and information authenticity. You agree and undertake not to create or publish the following information contents prohibited by laws and administrative regulations:

(1) Content opposing the basic principles determined by the Constitution;

(2) Content endangering national security, disclosing state secrets, subverting state power, or undermining national unity;

(3) Content harming national honor and interests;

(4) Content distorting, vilifying, blaspheming, or denying the deeds and spirit of heroes and martyrs, or infringing upon the names, portraits, reputations, or honors of heroes and martyrs through insult, defamation, or other means;

(5) Content advocating terrorism or extremism, or inciting terrorist or extremist activities;

(6) Content advocating ethnic hatred or ethnic discrimination and undermining ethnic unity;

(7) Content undermining the state's religious policy or advocating cults and feudal superstition;

(8) Content fabricating or spreading rumors and false information, disrupting economic and social order, or undermining social stability;

(9) Content spreading or disseminating obscenity, pornography, gambling, violence, murder, terror, or incitement to crime;

(10) Content insulting or defaming others, or infringing upon others' reputation rights, privacy rights, portrait rights, intellectual property rights, trade secrets, or other lawful rights and interests;

(11) Commercial advertising violating relevant laws and regulations on internet advertising;

(12) Other information that violates laws, regulations, policies, or public order and good customs, interferes with the normal operation of the Platform, or infringes upon the lawful rights and interests of other users or third parties.


3. During the cooperation period under this Agreement, influencers shall ensure strict compliance with laws and regulations, abide by social morals, uphold public order and good customs, regulate your professional conduct and good public image as an online influencer and public figure, and refrain from serious misconduct or other scandals that violate laws and regulations, national policies, or seriously violate social public order and good customs, or that otherwise seriously damage your public image (including but not limited to drug use, gambling, frequenting nightclubs, alcohol abuse, fighting, participation in gangs and gang-style organizations and activities, pornography-related conduct, drunk driving, prostitution, infidelity, being the "third party" in others' marriages, and anti-government or anti-social improper remarks, etc.). Influencers shall avoid negative press coverage; avoid conduct prohibited by national administrative regulatory authorities from performing the contents of this Agreement; avoid causing the Company and/or its affiliates to be subject to administrative penalties by state organs or third-party claims due to the influencer's conduct; and avoid being judged by the Platform or the Platform's affiliates as unsuitable for performing task content or having restrictive measures taken against the influencer's account. MCN agencies shall warrant that their contracted influencers strictly comply with the above conduct standards. If the influencer's above conduct causes losses to Clients or the Platform, the influencer and the MCN agency to which the influencer belongs shall bear joint and several compensation liability.

 

7. Content Review and Liability


1. Platform Users must own the complete intellectual property rights to all information published or uploaded on the Platform (including but not limited to text, images, audio, video, links, and other forms of content, and all components therein such as music, sounds, lines, and visual designs), or have obtained lawful authorization (including the right to sublicense) from the relevant rights holders, and shall warrant that such information does not infringe the lawful rights and interests of any third party (including but not limited to reputation rights, name rights, portrait rights, privacy rights, and intellectual property rights). If your violation of this provision causes the Platform to be claimed against by a third party, you shall compensate the Platform for all losses and expenses (including but not limited to various compensation payments, litigation attorney fees, and other reasonable expenses incurred for this purpose).


2. When publishing or disseminating content generated using new technologies and applications such as deep learning, virtual reality, and generative artificial intelligence, Platform Users shall label it in a prominent manner in accordance with relevant legal provisions. They shall not create, publish, or disseminate false information, content infringing upon others' intellectual property rights, portrait rights, or other lawful rights and interests, or other content violating laws and regulations.


3. The Company has the right to review, from time to time, Platform Users' identity information, published content, account names, and other content. If the Company believes that any information is untrue, does not comply with legal provisions or the provisions of this Agreement, or involves risks, the Company has the right to handle it on its own without notifying you. Handling methods include but are not limited to deleting information, terminating accounts, blocking IP addresses, keywords, and contact information, or legal proceedings. The Company's foregoing review does not constitute any commitment or guarantee by the Company as to the authenticity, accuracy, or legal compliance of the information and content submitted by Platform Users; Platform Users shall independently bear the corresponding legal liabilities for the submitted information and content. When implementing the foregoing handling, the Company shall record the basis and evidence in a reasonable manner; if Users object to the handling results, they may file an appeal through the Platform's appeal channel.


4. MCN agencies shall conduct pre-publication review of the information and content published by their affiliated influencers to ensure compliance with laws, regulations, and Platform agreements and rules, and shall bear joint and several liability for the information and content published by the influencers; the Client shall be responsible for the authenticity, legality, and accuracy of the task requirements it uploads. Based on the nature of the Task, for content requiring the Client's pre-publication review, the Client shall complete the review and confirmation of the content within the prescribed time; for content not requiring the Client's pre-publication review and confirmation, if the Client has any objection to the task content, it shall provide feedback to the Platform or sales personnel within three (3) days after the task content is published, and failure to provide feedback within the time limit shall be deemed acceptance of the task content. The Company's review does not mitigate the Client's guarantee liability for the authenticity and legality of the task content, relevant qualifications, and the goods or services the Client sells and promotes. Any disputes, claims, or disputes arising from the task content under the Client's business order or the goods or services it sells or promotes shall be borne by the Client with corresponding legal liability; if the Company and/or its affiliates suffer any losses as a result (including but not limited to any third-party claims, compensation payments advanced, or penalties imposed by state organs), the Client shall make full compensation. In such cases, the Client may not refuse to bear compensation liability in accordance with this Agreement on the grounds that the task content or relevant qualifications were reviewed by the Platform or provided by other third parties.


5. Some of the information displayed on the Platform (including but not limited to follower counts and video view counts) is data accessed by the Platform through third-party platforms. Due to the limitations and instability of network technology, the Platform cannot guarantee that the foregoing data is synchronized and updated in real time with the third-party platforms' data. The foregoing data is for your reference only; the Company is not responsible for its authenticity or accuracy, does not guarantee the actual view counts of videos or the number of live-streaming viewers, and makes no commitments regarding the effectiveness of your use of the Platform's services or the sales volume of your products or services. However, the Platform shall make reasonable commercial efforts to ensure the stability and timeliness of data access and shall promptly notify Users when data anomalies are discovered.


6. In addition to complying with the agreements and rules of the Chuhaiyi Platform, the task content published by influencers shall also comply with the agreements and rules of the Chuhaiyi affiliated platforms where the content is published and uploaded; if there are violations of the agreements and rules of the affiliated platforms where the content is published and uploaded, the Chuhaiyi Platform has the right to take disposal measures in accordance with the Platform's agreements and rules, including but not limited to taking down content, taking down components, deducting earnings, restricting account permissions, or closing accounts.

 

8. Confidentiality Obligations


1. Either party shall keep confidential the other party's trade secrets and other confidential materials and information learned or accessed in connection with the signing or performance of this Agreement, including but not limited to the brand information, client resources, platform operation policies, operational information, relevant data, the contents of this Agreement, and the pricing system provided by Clients to influencers and MCN agencies (hereinafter "Confidential Information"). Without the written consent of the entitled party, neither party may disclose, give, or transfer such Confidential Information to parties outside this Agreement or use it without authorization, except as required by relevant laws and regulations or by national government departments. Each party may, solely for the purpose of realizing this Agreement, disclose Confidential Information to its employees and consultants who genuinely need to know it, and shall ensure that such personnel bear confidentiality obligations no less stringent than the standards of this Agreement.


2. MCN agencies shall be responsible for ensuring that their affiliated influencers and staff also fully perform all confidentiality obligations stipulated in this Agreement, and MCN agencies shall bear joint and several liability to the Platform and Clients for the performance of confidentiality obligations by their affiliated influencers and staff.


3. The rights and obligations stipulated in this Article shall remain effective after the termination of this Agreement.


4. If a Platform User violates the confidentiality obligations, the Platform has the right to terminate this Agreement immediately and not refund the security deposit already paid by the breaching party (if any); if the Platform User's violation of the confidentiality obligations causes losses to the Platform or Clients, the Platform has the right to seek recovery from the Platform User.

 

9. Breach Handling


1. For Users' violations of Platform agreements/Platform rules or illegal and non-compliant conduct, the Company has the right to independently judge and, depending on the circumstances, take measures such as refusing publication, deleting published content, suspending or terminating Tasks, restricting part or all of the account's functions up to permanent closure of the account, deducting account balances/earnings/security deposits/grants, unilaterally terminating this Agreement, taking measures empowered by Platform rules, and legal proceedings. The Company has the right to publicize the handling results, and to report users suspected of illegal and non-compliant conduct to the relevant competent authorities and cooperate with their investigations. If this affects the performance of the User's in-transit task cooperation, the User shall bear the corresponding losses. Before taking the foregoing measures, the Company shall, within a reasonably feasible scope, notify the User and inform them of the basis and reasons; the User has the right to file a written appeal within seven (7) days; in urgent circumstances, the Company may take necessary measures first and issue a supplementary notice within twenty-four (24) hours.


2. If a User's violation of this Agreement or other service terms causes third-party complaints or litigation claims, the User shall handle them on its own and bear all legal liabilities that may arise therefrom. If the Company and its affiliates suffer losses, pay compensation to any third party, or are penalized by state organs due to the User's illegal or breaching conduct, the User shall also fully compensate the Company and its affiliates for all losses suffered thereby.


3. If an MCN agency or influencer seriously violates this Agreement, in addition to the Platform's right to take corresponding disposal measures in accordance with Platform agreements and rules, it shall pay the Company liquidated damages equal to 30% of the service fees involved in the single Task to which the breach relates; if the liquidated damages are insufficient to cover the Company's losses, the Company has the right to continue to seek recovery from you; the Company has the right to directly deduct the liquidated damages from the service fees payable to you. Serious breaches of this Agreement include:

(1) Unilaterally withdrawing from an order after accepting it in violation of Platform rules;

(2) Failing to upload the script for review within the time limit specified in the Task after accepting the order;

(3) Failing to upload the video for review within the time limit specified in the Task after accepting the order;

(4) Failing to upload and publish the video with a personal account within the agreed time after accepting the order;

(5) Failing to keep the video published on the agreed platform during the time period required by the Task;

(6) Failing to provide services or deliver work results as agreed after accepting the order;

(7) Privately contacting the Client for the same or similar services as those under this Agreement while using the services provided by the Platform, without the Platform's consent or in violation of this Agreement, thereby circumventing Platform management;

(8) Other acts affecting the rights and interests of Clients, the Company, and/or its affiliates (including but not limited to acts causing direct or indirect economic losses or damaging image, as well as other acts seriously violating the Agreement as prescribed by the Platform).

The calculation basis of the liquidated damages shall be the service fees of the single Task directly related to the breaching act; if the breach involves multiple Tasks, it shall be calculated on the basis of the total service fees of all involved Tasks.


4. For influencers suspected of violating Article 6 of this Agreement and the MCN agencies contracted with such influencers, the Company identifies and determines the above violations based on proactive screening, notifications/notices from administrative departments, legal documents from judicial organs, user complaints, news media exposure, and other lawful and compliant channels. The Company has the right to terminate this Agreement early with respect to the violating influencers and the MCN agencies contracted with them without bearing the payment obligations under this Agreement, and has the right to require the influencers/the MCN agencies contracted with them to refund all fees already paid by the Company and to pay liquidated damages equal to 30% of all fees obtained by the influencer/the influencer through the contracted MCN agency under this Agreement. If the liquidated damages are insufficient to cover the losses of the Company and/or its affiliates, the influencer and the MCN agency contracted with the influencer shall bear compensation liability, and the Company has the right to directly deduct from the amounts not yet paid to the influencer or the MCN agency contracted with the influencer. If this results in task performance disputes between the influencer and the Client, the influencer shall first negotiate properly with the Client to resolve the disputes over task cooperation, and may apply for the Platform's assistance where necessary; meanwhile, in order to maintain the Platform's transaction order, the Platform has the right to proactively intervene and handle. The Platform has the right to determine the handling plan after comprehensive evaluation based on Platform agreements/rules and factors such as the performance progress, breach/violation circumstances, and performance costs and benefits of the influencer and the Client; the influencer and the Client agree to and accept the Platform's handling plan and results, provided that the Platform's handling plan shall not violate mandatory provisions of the law, and the Platform shall explain the basis of its handling.


5. If an MCN agency and/or its affiliated influencers seriously violate this Agreement and cause losses to the Platform, Clients, and/or other third parties, the MCN agency shall bear the liability for damages.


6. MCN agencies confirm that the Chuhaiyi MCN Agency Management Rules, the Chuhaiyi MCN Agency Violation Governance Rules (if the names of these rules change, the Platform's notice at that time shall prevail), and other Platform rules, norms, notices, and other contents are publicized and published through the Chuhaiyi Platform Rules Center and constitute part of this Agreement; MCN agencies shall strictly comply with laws and regulations, the provisions of this Agreement, and Platform rules, and provide influencers with corresponding management and settlement services, and shall not disrupt Platform order or infringe upon the rights and interests of users or third parties, or seriously violate social public order and good customs or damage the Platform's reputation (e.g., if the MCN agency, its executives, spokespersons, or affiliated influencers are involved in illegal or negative incidents or improper conduct); otherwise, the Platform has the right, in accordance with this Agreement and Platform rules, to take at any time corresponding measures including but not limited to removing the agency, banning accounts, dissolving the binding relationship between the agency and its affiliated influencers, and suspending or terminating cooperation with the MCN agency and its affiliates, and/or to require the MCN agency to bear corresponding liabilities. When exercising the foregoing rights, the Platform shall notify the MCN agency in writing and explain the basis.


7. The Platform has the right to deduct from the User's Platform account balance (including but not limited to top-up balance, security deposit, earnings, etc.) the compensation fees, outstanding payments, liquidated damages, late fees, and other amounts payable by the User to the Platform, as well as the resulting debt-recovery and litigation costs, tax losses, and other corresponding losses. If the User's Platform account balance is lower than the above amounts and corresponding losses the User shall bear to the Platform, the User agrees that the Platform has the right to deduct the above amounts and corresponding losses from the accounts the User has registered with the Platform's affiliates (including but not limited to top-up balance, security deposit, earnings, etc.); at the same time, if the User needs to bear the above amounts and corresponding losses to a Platform affiliate, the User agrees that the Platform affiliate has the right to deduct from the User's Platform account, and the Platform has the right to assist the Platform affiliate in deducting the above amounts and corresponding losses. Before exercising the foregoing deduction rights, the Platform shall notify the User via in-site message or email, stating the deduction amount, reasons, and basis; if the User objects to the deduction, it may file a written objection within five (5) working days.

 

10. Intellectual Property


1. The intellectual property rights in the content provided by the Company in the Platform and related services (including but not limited to software, technology, programs, web pages, text, images, pictures, audio, video, charts, layout designs, and electronic documents) belong to the Company. The copyright, patent rights, and other intellectual property rights in the software relied upon by the Company in providing services all belong to the Company. Without the Company's permission, you shall not modify, adapt, split, reverse-engineer the technologies and programs involved in the Platform and related services, or otherwise perform any acts that may damage the foregoing proprietary rights. Without the Platform's prior written consent, Platform Users shall not publicize themselves externally as Platform partners or under similar names, and shall not use the names of the Platform, the Company, or the Company's affiliates, campaign names, trademarks, or other logos.


2. You understand and agree that the content you publish when using the Platform and related services (including text, images, videos, audio, and other forms of content, and all components therein such as music, sounds, lines, and visual designs) is either created originally by you or has been lawfully authorized (including the right to sublicense). The intellectual property rights in any content you publish through the Platform and related services belong to you or have been lawfully authorized by the original copyright holder.


3. The work results provided by the influencer under the transactions reached with Clients through the Platform (including text, images, videos, audio, live streaming, and other forms of content, and all components therein such as music, sounds, lines, and visual designs) are created originally by the influencer or have been lawfully authorized (including the right to sublicense). The influencer hereby irrevocably authorizes and undertakes that the Client has the right to use the above work results within the task authorization scope, as follows:

(1) After the influencer undertakes and completes a Task on the Chuhaiyi Platform, the ownership of intellectual property rights in the task results and the usage rules are distinguished according to the following two scenarios:

1) Where the Platform allows the Client to download the results after the Task is completed: except for the influencer's non-transferable personal rights in the work, all intellectual property rights in the results belong to the Client. The Client may use the results for lawful commercial and non-commercial purposes, provided that such use does not infringe the material copyright, portrait rights, or other lawful rights and interests of the influencer or third parties; the influencer undertakes that the delivered content is free from rights defects, and the influencer shall bear all liability arising from infringement by the influencer's materials. The influencer may only use the results for personal non-commercial case display.

2) Where the Platform marks that the Client cannot download the results: all intellectual property rights belong to the influencer; the Client may only use them in a limited manner within the scope of this Task, and shall not download them, use them commercially, or disseminate them externally. If the Client's improper use of the results causes infringement, the Client shall bear all compensation and legal liabilities itself.

If the Client needs to use the task results beyond the transaction scope agreed in this Task, it shall separately negotiate with the influencer and sign a written agreement clarifying all matters such as the ownership of intellectual property rights in the results, the territory of use, the period of use, the manner of use, and the relevant authorization fees. The influencer undertakes that all materials, portraits, music, copy, and other content involved in the delivered task results have been fully and lawfully authorized; at the Client's request, the influencer shall promptly cooperate to provide the Client with corresponding proof of ownership, authorization documents, and other relevant materials.

(2) If the Client, with the influencer's explicit authorization, may use the work results of the Task for the Client's commercial use, the Client may make reasonable use of them according to the agreed purposes.

(3) The influencer shall, with respect to the intellectual property rights, portrait rights, and other third-party rights involved in the task content, cooperate with the Client to provide relevant authorization certificates; the influencer warrants that the task content remains publicly visible on the influencer's Chuhaiyi affiliated platform account during the validity period of the authorization, and shall not arbitrarily delete the authorized content or set permission restrictions.

(4) For scenarios not covered by the ownership and usage rules of intellectual property rights stipulated in this paragraph, the Client and the influencer shall negotiate separately and confirm in writing, and the Platform may provide corresponding technical support based on the results of the parties' negotiation. Before the parties reach agreement, the Platform has the right to suspend the use of the task content until the dispute is resolved.


4. Platform use of content terms:

(1) Platform Users confirm and authorize the Platform, the Company, and the Company's affiliates to use the Tasks you upload, publish, or complete through the Platform for commercial or non-commercial purposes including but not limited to external publicity, display, promotion of excellent cases, and dissemination via outdoor media, websites/mobile applications/other forms of information networks; you grant the Company and its affiliates a worldwide, royalty-free, non-exclusive, sublicensable (through multiple tiers) right (including the rights of reproduction, translation, compilation, information network dissemination, adaptation, and production of derivative works, performance, and display, etc.), the scope of use of the above rights including use on current or other websites, applications, products, or terminal devices. You authorize the Company to use, on its own or by licensing third parties, and otherwise exploit, all or part of the content in publicity, placement, promotion, advertising, marketing, and/or research related to the above content, the Platform and related services, the Company, and/or the Company's brands.

You understand and agree that the foregoing granted rights include the rights and licenses to use, reproduce, and display your personal image, portrait, name, trademark, service mark, brand, name, logo, and company mark (if any), as well as any other brand, marketing, and placement assets, materials, and materials, that you own or are licensed to use and that are embedded in the content. The authorization in this paragraph is necessary for using the Platform's services; if you withdraw the authorization in this paragraph, it shall be deemed termination of your use of the Platform's services, and the Platform has the right to close your account and stop providing services, but this does not affect lawful uses already carried out before the withdrawal.

(2) You understand and agree that the foregoing granted rights include the rights and licenses to use, reproduce, and display your personal image, portrait, name, trademark, service mark, brand, name, logo, and company mark (if any), as well as any other brand, marketing, and placement assets and materials, that you own or are licensed to use and that are embedded in the content.


5. The Company provides technical support for the development and operation of the Platform, and enjoys all rights within the scope permitted by laws and regulations over all data and information generated during the development and operation of the Platform and related services.


6. Under no circumstances shall you privately use any trademarks, service marks, trade names, domain names, website names, or other distinctive brand features of the Company and its affiliates, including but not limited to "Chuhaiyi", "Ziyi", "Yi Daren (Influencer)", "Yi Meiti (Media)", "Yi Changdi (Venue)", and "https://www.adusb.com.cn/" (hereinafter collectively the "Marks"). Without the Company's prior written consent, you shall not display or use the foregoing Marks alone or in any combination, apply to register them as trademarks, register domain names, etc., nor commit any acts explicitly or implicitly representing to others that you have the right to display, use, or otherwise dispose of those Marks.


7. To better protect your rights, you confirm that the Company has the right to protect your rights over the content you upload and publish and in which you hold intellectual property rights, on its own or by entrusting third parties; forms of rights protection include but are not limited to monitoring infringement, sending rights-protection letters, filing lawsuits or arbitrations, mediation, and settlement, and the Company has the right to make decisions on rights-protection matters and implement them independently.

 

11. Exemption or Limitation of Liability


1. You understand that the Company cannot always foresee and guard against technical and other risks, including but not limited to force majeure, viruses, Trojans, hacker attacks, system instability, defects in third-party services, government regulation, adjustments to national policies, epidemics, and public emergencies — non-Platform causes that may lead to service interruptions, data loss, and other losses. You agree that the Company may be exempted from liability for losses caused by the above non-Platform causes, but the Company shall promptly notify users after the event and take reasonable measures to reduce losses. "Force majeure" in this Agreement refers to objective circumstances that cannot be foreseen, avoided, or overcome, including but not limited to natural disasters, war, riots, terrorist activities, strikes, changes in laws and regulations or government policies, cybersecurity incidents, and power or telecommunications service interruptions.


2. In the event of requirements from competent authorities, public social events, media reports, or major time nodes, the Company has the right to adjust, suspend, or terminate the services under this Agreement at the corresponding time without bearing liability, provided that the Company shall notify users within a reasonable time and explain the reasons, and shall restore services as soon as possible after the requirements of the competent authorities or the emergency ends.


3. Under no circumstances shall the Platform's compensation liability exceed the amount of platform service fees the Platform has actually received from the claimant for the relevant matters.

 

Platform display statement: the venue, influencer, media, and other information displayed on the Chuhaiyi Platform is for online public display purposes only. If any third party believes that the relevant displayed content infringes its lawful rights and interests, it may contact the Company through the contact information published on the Platform and request the deletion of the relevant information or the claiming of the relevant resources; however, the foregoing display itself does not constitute an infringement of any third party's rights and interests, and no third party may, on that basis, claim tort liability from the Platform or its cooperation parties.

12. Anti-Commercial Bribery


1. Neither party may solicit, accept, provide, or give to the other party, the other party's handling personnel, or other relevant personnel any benefits beyond those stipulated in the agreement, including but not limited to explicit rebates, implicit rebates, kickbacks, cash, negotiable securities, shopping cards, physical goods, gifts, dining and entertainment, travel, or other non-material benefits. Otherwise, once discovered, the non-breaching party will immediately terminate the agreement early and terminate business exchanges between the parties; if a party's conduct constitutes a crime, the non-breaching party may request the judicial organs to pursue its legal liability in accordance with the law.


2. If either party discovers any suspected acceptance or provision of such money or property or other improper benefits related to this Agreement, it shall inform the other party within a reasonable time of becoming aware of the improper conduct. The breaching party and its related parties shall bear full responsibility for violating applicable anti-corruption laws, and shall not engage in any conduct that could cause the non-breaching party and its related parties to bear such legal liabilities. If you discover any violation of or attempted violation of this Article during your use of the Platform's services, you shall report it to the Platform's dedicated mailbox (Peter_xin@ziyiad.com) or immediately inform the Platform, and actively cooperate with the Platform's investigation. The Platform will keep your whistleblower identity and whistleblowing activities confidential, and may, at its discretion, partially or fully exempt you from your corresponding liability for breach. Once verified, the Platform will also, at its discretion, provide the whistleblower with a cash reward in accordance with the Company's whistleblowing system.


3. Before the signing of this Agreement or during the cooperation period hereunder, if any party, its affiliates, or its related parties commits any act of non-compliance or partial non-compliance with the above provisions (the "Breaching Party"), or fails to actively cooperate with the investigation or deliberately conceals relevant information during the investigation by the other party (the "Non-Breaching Party"), such conduct shall be deemed a material breach under this Agreement, and the Non-Breaching Party has the right to: (1) immediately terminate all or part of the cooperation unilaterally by notice without paying any amounts related to this Agreement, and to receive liquidated damages of 30% of the total contract amount involved (if the relevant laws and regulations provide for a higher percentage, the higher percentage shall apply). If the foregoing liquidated damages are less than RMB 100,000 or are difficult to calculate, RMB 100,000 shall apply. The Non-Breaching Party has the right to directly deduct the liquidated damages from the contract payments; (2) place the Breaching Party, its affiliates, and its related parties on a blacklist, and comprehensively prohibit or partially restrict all or part of their existing and future cooperation, including but not limited to the cooperation under this Agreement; and (3) publicize the Breaching Party's, its affiliates', and its related parties' breaching conduct.


Any party, its affiliates, and its related parties shall bear full responsibility for violating the provisions of this Agreement. If the Platform suffers any loss, damage, claim, or fine due to a violation of the provisions of this Agreement by you, your affiliates, and your related parties, you shall compensate the Platform, defend the Platform's interests, and hold the Platform harmless from any liability; the Platform reserves all rights to pursue the civil and/or criminal legal liabilities of you and your directly responsible personnel.

 

13. Miscellaneous


1. This Agreement takes effect upon your online click-through consent. Except for the rescission or termination circumstances stipulated in this Agreement or statutory rescission or termination causes, this Agreement remains valid on a long-term basis. The Platform has the right, based on operational needs or decisions, to unilaterally terminate this Agreement early, or suspend or terminate services, by notifying you at least fifteen (15) days in advance via platform announcement or email, without bearing liability, and shall provide a reasonable explanation of the termination reasons. If the Platform terminates services, it shall properly handle in-transit Tasks and refund the Users' unconsumed prepayment balance.


2. The establishment, effectiveness, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China.


3. This Agreement is the basic agreement for registering on this Platform and using the Platform's services; the Platform may, based on cooperation needs, sign separate written agreements with Users and relevant parties as supplements to this Agreement. Where a supplementary agreement is inconsistent with this Agreement, the supplementary agreement shall prevail.


4. The place of signing of this Agreement is Qingpu District, Shanghai, People's Republic of China. If you have any dispute with the Company under this Agreement, both parties shall strive to resolve it through friendly negotiation; if negotiation fails, you agree to submit the relevant dispute to the people's court with jurisdiction in Qingpu District, Shanghai, China (the place of signing) for litigation resolution.


5. To provide you with better services or due to changes in national laws, regulations, and policies, technical conditions, product functions, etc., the Company will revise this Agreement from time to time and publish the revised agreement. The Company will deliver the revised terms of this Agreement to you in an appropriate manner (website publication, system notifications, etc.); the revised terms take effect seven (7) days after publication, except as otherwise provided by laws and regulations or in urgent security matters. If you object to the revised agreement terms, please immediately stop logging in to or using the Chuhaiyi Platform and related services. If you continue to log in to or use the Chuhaiyi Platform and related services, you shall be deemed to have acknowledged and accepted the revised agreement terms.

 

14. Account Cancellation Agreement


1. You may apply to cancel your Chuhaiyi Platform account in accordance with this Agreement. Please send your cancellation application by email to Peter_xin@ziyiad.com, stating the mobile phone number or email address you used at registration; the Company will process it for you in accordance with the law after verifying your user identity.


2. In any of the following circumstances, the Company has the right to suspend or refuse your cancellation application and to explain the reasons to you: (1) the account has tasks in progress or unfinished orders; (2) the account has unsettled payments, arrears, or unhandled compensation or liability for breach; (3) the account is involved in pending complaints, reports, disputes, or regulatory investigations; (4) other circumstances prescribed by laws and regulations. After the foregoing circumstances are eliminated, you may resubmit the cancellation application.


3. The Company will complete the cancellation processing within fifteen (15) working days from the date of verifying your user identity and confirming that the cancellation conditions are met, except as otherwise provided by laws and regulations.


4. You know and understand that account cancellation is irreversible. After the account is cancelled: (1) you will no longer be able to log in to and use the account, and all data and service rights and interests under the account will be cleared and cannot be recovered; (2) the Company will delete your personal information or anonymize it, except as otherwise provided by laws and regulations (for example, under the E-Commerce Law, goods and services information and transaction information shall be retained for no less than three years from the date of completion of the transaction); (3) the Tasks, transactions, and corresponding rights and obligations that have already taken effect before cancellation shall not be exempted by the account cancellation.


5. If you need to obtain a copy of your personal information before cancellation, you may submit a written application to the Company in the manner agreed in this Agreement and the Privacy Policy, and the Company will provide it to you in accordance with the law after verifying your identity.


6. After account cancellation, if you need to use the Platform's services again, you must re-register and complete the corresponding certification and review.


7. Where this Agreement and the Platform's Privacy Policy are inconsistent regarding account cancellation matters, this Agreement shall prevail; for matters not covered in this Agreement, the other provisions of this Agreement and the Platform's Privacy Policy shall apply.


Appendix: Personal Information Protection Commitment Letter


Whereas the Client intends to (or is) conducting Chuhaiyi service cooperation with the Company, involving task cooperation between the Client and influencers and other entities, and in order to comply with laws, regulations, rules, and national standards related to personal information protection and to fully protect the personal information of the relevant data subjects during the cooperation, the Client and the Company may process the relevant personal information jointly, separately, or as entrusted. In the course of processing the foregoing personal information, the Client is obliged to comply with the provisions of laws, regulations, rules, and national standards related to personal information protection (hereinafter "Data Protection Requirements") and to fulfill obligations such as personal information protection, data security, and confidentiality.


"Personal information" under this Commitment Letter refers to various information relating to identified or identifiable natural persons recorded by electronic or other means, but excluding anonymized information; "processing" of personal information includes the collection, storage, use, processing, transmission, provision, disclosure, and deletion of personal information.


The Client hereby commits and warrants:

1. The Client's processing of personal information under this Commitment Letter shall comply with the provisions of the Data Protection Requirements, strictly observe the principles of lawfulness, legitimacy, necessity, and good faith in personal information processing, and carry out the corresponding processing activities only within the scope necessary for realizing the Chuhaiyi Platform Service Agreement (hereinafter the "Master Agreement"). In processing personal information, the Client shall follow the principles of openness and transparency, disclose the personal information processing rules to the relevant data subjects and obtain the data subjects' authorization and consent, explicitly state the purposes, methods, and scope of processing; the data processing shall have clear and reasonable purposes, be directly related to the processing purposes, and be carried out within the minimum scope necessary to achieve the processing purposes. Data processing shall be carried out within the scope of the data subject's authorization and in the manner that has the least impact on the data subject's personal rights and interests, and adverse effects on the data subject's rights and interests caused by inaccurate or incomplete personal information shall be avoided. If the relevant personal information is to be processed beyond the scope of the data subject's authorization, the Client shall, in accordance with the provisions of the Data Protection Requirements, obtain the authorization and consent of the relevant data subjects again before processing, except as otherwise provided by the Data Protection Requirements.


2. Where the transmission of personal information from the Client to the Platform is involved, the Client commits that, before transmitting the relevant personal information, it shall comply with the provisions of the Data Protection Requirements. Unless otherwise provided by the Data Protection Requirements, the Client commits that, with respect to the personal information it transmits to the Platform, it has fully and transparently informed the data subjects of the statutory contents prescribed by the Data Protection Requirements — such as the types of personal information involved, the processing purposes, the processing methods, and the Client's name and contact information — and has obtained the data subjects' authorization and consent.


3. The Client commits that its uploading of relevant personal information to the Platform and use of the services under the Master Agreement will not violate the Data Protection Requirements or the provisions of the relevant agreements/contracts (if any) between the Client and the Company, will not harm the lawful rights and interests of the Company, its affiliates, the relevant data subjects, or entities holding relevant rights in the data, and will not exceed the scope of authorization and consent that the data subjects or entities holding relevant rights in the data have granted to the Client and any other relevant parties for the relevant processing matters. If the Client violates this provision, it shall be responsible for compensating for the harm caused by the relevant conduct to the Company, its affiliates, and the data subjects, and shall bear full responsibility.


4. Where, based on the necessity of cooperation under the Master Agreement, the Client obtains relevant personal information from the Platform, the Client commits to process the relevant personal information within the scope of the Master Agreement in accordance with the Data Protection Requirements, within the scope of the data subjects' authorization, and in accordance with the security rules/policies set by the Company and the Platform, and shall strictly ensure the security of the relevant personal information. Unless otherwise agreed in the Master Agreement, the Client shall not subcontract the relevant personal information processing activities to any third party without the Company's written permission. Subject to this provision, the Client shall bear full responsibility for the third party's data processing activities. After the personal information processing activities stipulated in this provision are completed, the Client shall promptly delete the relevant personal information, except as otherwise provided by laws and regulations.


5. The Client commits that, unless it has obtained the Company's written consent and is strictly limited by the Data Protection Requirements, the scope of the data subjects' authorization, and the purpose scope of the Master Agreement, it will not share, provide, transfer, or publicly disclose the relevant personal information to third parties, nor further process the relevant personal information beyond the above scope. Subject to this provision, if it is genuinely necessary to transmit the relevant personal information to a third party, the Client commits that such processing will not violate the Data Protection Requirements or the provisions of the relevant agreements/contracts (if any) between the Client and the Company, will not harm the lawful rights and interests of the Company, its affiliates, the relevant data subjects, or entities holding relevant rights in the data, and will not exceed the scope of authorization and consent that the data subjects or entities holding relevant rights in the data have granted to the Client and any other relevant parties for the relevant processing matters; the Client will strictly constrain the third party's processing activities and ensure the security of personal information. If the Client violates this provision, it shall be responsible for compensating for the harm caused by the relevant conduct to the Company, its affiliates, and the data subjects, and shall bear full responsibility.


6. During the cooperation under the Master Agreement, the Client may use relevant technical services provided by the Company or its affiliates (such as website-building services). The Client knows and confirms that, if the relevant technical services involve collecting or further processing the personal information of users/customers of the Company or its affiliates on any platform/product or in other scenarios of the Company or its affiliates, the Client shall ensure that the relevant processing fully complies with the provisions of the Data Protection Requirements, including but not limited to: the Client shall, in accordance with the Data Protection Requirements, provide the relevant data subjects with the Client's privacy policy or similar documents, inform them of the statutory contents prescribed by the Data Protection Requirements such as the types of data processed, the processing purposes and methods, and obtain the authorization and consent of the relevant data subjects, and at the same time provide the Client's true and valid name and contact information, so that the relevant data subjects can exercise their relevant rights under the Data Protection Requirements.


7. For monitoring purposes, the Client and the Company will monitor and attribute the published task content through technical means such as monitoring links. That is, when publishing a task order, the Client configures monitoring links, monitoring codes, or other technical means; when the relevant users are exposed to the task content or otherwise interact with it, the relevant monitoring data will be returned to the Client or a third-party monitoring agency through the above technical means. The data involved in monitoring scenarios includes device identifiers, IPs, UAs, etc., processed by hashing or other security measures (referred to as "Monitoring Data"). The Client shall ensure that the Monitoring Data it receives is used only for the purpose of monitoring and attribution; without the Company's written permission, it shall not be used for any other purpose, nor shared with or publicly disclosed to any other third party or affiliate. After the purpose of monitoring and attribution is achieved or the cooperation is terminated, the Client shall promptly delete the relevant Monitoring Data. If the Client entrusts a third-party monitoring company to conduct monitoring, the Client shall, after the above purposes are achieved, urge the entrusted third-party monitoring agency to fulfill the above obligations.


8. The Client commits that it will not, through the services under the Master Agreement and/or by utilizing the processing activities of relevant data, engage in the following illegal, non-compliant, or decency-violating behaviors or activities:

(1) Any conduct or activity related to obscenity, pornography, gambling, superstition, terror, violence, or fraud.

(2) Any conduct or activity related to expressions of discrimination based on ethnicity, race, religion, disability, or disease.

(3) Any use of the neutral technical analysis services provided by the Company or its affiliates (including analysis reports or other services) to further create audience lists involving the above information or tags, produce any analysis reports, or promote the Client's products/services or for other purposes.

(4) Any illegal or improper mining of the personal identities of relevant data subjects and/or infringement of or intrusion upon their privacy and tranquility (including but not limited to privacy infringements stipulated in Article 1033 of the Civil Code of the People's Republic of China).


9. One of the purposes of the Company's facilitating task cooperation between the Client and resource parties (including but not limited to overseas influencers, overseas media, overseas venues, overseas MCN agencies, and overseas advertising companies) is to provide appropriate content recommendation services to audience groups and to provide Clients with channels for products/services, rather than to improperly mine and intrude upon the specific real identities of the relevant audience groups; therefore, the Company's Clients undertake not to use personal information or tag categories reflecting the real identities of the audience (such as names and ID card numbers). At the same time, the Company does not wish — and the Client undertakes not — to exploit the predicaments of audience groups to obtain further commercial benefits through task cooperation services; therefore, the Company does not permit the use of personal information or tag categories related to data subjects' personal predicaments in a manner that infringes personal rights or treats individuals unfairly. In addition, audience groups affected by social prejudice and discrimination may suffer negative chain effects in obtaining information and may not receive fair treatment; therefore, the Company's Clients undertake not to use biased and discriminatory personal information or tags, and, on this basis, to use task cooperation services to target specific categories of products or services according to the above personal information or tags. If the Client violates this provision, it shall be responsible for compensating for the harm caused by the relevant conduct to the Company, its affiliates, and the data subjects, and shall bear full responsibility.


10. The Client commits that it will not violate the provisions of the Data Protection Requirements by attempting to obtain relevant personal information through illegal means or in ways that undermine the security rules of the Company and the Platform.


11. The Client understands and commits that, in order to comply with the provisions of the Data Protection Requirements and for the purpose of protecting the security of the relevant personal information, it shall adopt relevant technical measures (such as encryption technologies) during data transmission and processing to ensure the security of personal information; the Client commits to actively cooperate with the Company to process the relevant personal information in a manner compliant with the Data Protection Requirements.


12. The Client commits that it possesses the necessary organizational management systems and technical measures prescribed by the Data Protection Requirements to safeguard the security of personal information. If a personal information security incident occurs or is likely to occur (meaning that personal information is leaked, damaged, tampered with, lost, or accessed and processed without authorization, and the resulting harm to the relevant rights and interests of data subjects), the Client shall immediately notify the Company in writing and take effective remedial measures as soon as possible. If such a personal information security incident is caused by the Client, the Client commits to independently handle the resulting disputes (including but not limited to complaints, administrative penalties, and litigation disputes), to hold the Company, its affiliates, and the relevant data subjects harmless from harm and losses, and to bear full responsibility.


13. The Client commits that, at the request of the Company/the Platform, it will promptly provide the Company with all necessary information to prove that the Client complies with the Data Protection Requirements and processes personal information within the scope of the Master Agreement and this Commitment Letter and within the scope of the data subjects' authorization. The foregoing necessary information includes but is not limited to the Client's data security capabilities and its processing of personal information. The Client commits that the information/circumstances provided are true and accurate, with no falsehoods or concealment. The Company has the right to conduct security audits of the Client's data security and data processing, and the Client will actively cooperate.


14. When the cooperation period of the Master Agreement expires or the Client terminates cooperation with the Company for any other reason, the Client commits to delete or destroy all personal information obtained from the Company/the Platform, including original data and backup data, and warrants that it cannot be recovered through technical means after deletion.


15. If the Client violates this Commitment Letter, it shall be deemed a serious breach and/or infringement; the Company has the right to require the Client to compensate for all losses suffered by the Company, its affiliates, the data subjects, or third parties, and has the right to unilaterally suspend or terminate the Client's service requirements under the Master Agreement and any cooperation with the Client; the Client bears full legal responsibility and shall be responsible for eliminating the impact and properly resolving the matter.


16. This Commitment Letter shall not terminate or lose its effect due to the invalidity, suspension, or termination of the Master Agreement or the task service cooperation.


Chinese version: Terms of Service (Chinese). In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Chapter 7 Refund Rules

7.1 Scope
This Chapter applies to influencer service orders placed by you on the Chuhaiyi Platform (www.adusb.com.cn, operated by Shanghai Ziyi Advertising Co., Ltd.). You shall pay the full order amount in one lump sum when placing an order, and the Platform pays the service provider in instalments according to order progress.

7.2 Composition of payment
The amount you pay consists of two parts: (1) the resource service fee, being the consideration paid to the service provider (including its representing agency, if any); and (2) the platform service fee. The exact amounts are as shown on the order page and in the order details.

7.3 Refund of the platform service fee
(1) Where the service provider has not accepted the order, the platform service fee is refunded in full (see Article 7.5);
(2) Where the service provider has accepted the order, the platform service fee is non-refundable - upon acceptance, the Platform's matchmaking, escrow and process management services are deemed to have been rendered. Where the order cannot proceed due to the circumstances in Article 7.8 (service provider's or Platform's fault), the platform service fee is refunded in full.

7.4 Pro-rata refund of the resource service fee
Where the service provider has accepted the order, the resource service fee is refunded after deduction in proportion to the amount already received by the service provider, namely: refund = resource service fee x (1 - proportion already received by the service provider). The portion already received is non-refundable; unpaid instalments are refunded in full. Payment is made in three instalments according to order progress: 50% upon acceptance, 30% after your approval of the pre-publish screenshot, and 20% after your approval of the KPI screenshot.
The resource service fee covers the consideration of the creator and, where applicable, its representing agency, and both are settled and refunded at the same proportion.

7.5 Order not accepted (full refund)
Where the service provider has not accepted the order, the Platform will refund the full amount you paid, including the resource service fee and the platform service fee, regardless of the reason for cancellation and without any deduction - whether you cancel, the provider declines, the provider fails to accept in time, or the order cannot proceed for Platform reasons.

7.6 Refund request and processing
You may submit a refund request on the order details page (once the order reaches the "pre-publish screenshot approved" status, only order termination is available and refund no longer applies). The Platform will complete its assessment within 3 business days of receiving the request and inform you of the outcome; once approved, the refund is returned to the original payment method or your Platform balance within 7 to 15 business days. Fees charged by cross-border payment channels (such as PayPal, Airwallex) for the refund are borne by the Platform.

7.7 Non-refundable circumstances
(1) the order has been completed (KPI screenshot approved and final instalment paid); (2) the order is terminated due to your breach of these Terms or the Platform rules; (3) you request a refund without cause after having actually used the deliverables of the service provider (including scripts, videos, etc.); (4) the platform service fee once the service provider has accepted the order, except as otherwise provided in Articles 7.3 and 7.8.

7.8 Platform determination
Where the order cannot proceed due to the service provider's refusal to perform, serious delay, breach of content rules or misrepresentation of identity, the Platform may determine that a full refund be granted (including the platform service fee), including amounts already paid to the service provider, and seek recourse against the party at fault. Where the cause is attributable to the Platform (system failure, duplicate charge, erroneous payment), the Platform refunds in full and bears the corresponding loss.

7.9 Dispute handling
If you disagree with the refund amount, you may file an appeal with supporting materials within 7 days of receiving the assessment result, and the Platform will make a final decision upon review; if no agreement is reached, the dispute resolution provisions of these Terms apply.