IO Number

INSERTION ORDER

Advertiser/Buyer Publisher/Agency
Representative Representative

Company APEX TECH HOLDING Company

LIMITED
Contact Person
Contact Person Banti Ram
Title
Title BD Manager
Address
Address Sertus Chambers, P.O. Box 905,
Quastisky Building, Road Town, Zip - City
Tortola, British Virgin Islands. Country
Zip - City Tortola Phone
Country British Virgin Islands Email
Phone +919971060840 Fax
Email bantiram@apusapps.com

Fax

Term Start: 2018/01/01 End: 2020/01/01

Insertion order Budge Payment Remarks

Type
Target t
The transaction conditions under
this IO (such as settlement price
and campaign territory) will be
Monthly NET- (30 )
notified by separate emails from
days (Wire Transfer)
CPI Advertiser (“transaction conditions
(Android 4.0 and No
Android-GP notification email”), and
above) Cap (95 ) % of
Promotion Advertiser is entitled to adjust the
remuneration to be
transaction conditions (settlement
paid
price and campaign territory) from
time to time. The designated email
is offer@apusapps.com.
Restrictions:
- No Incent traffic

- Delay of 24 hours for any change on the insertion order.

- Publisher should set a filter for each of the campaign based on the campaign’s request, and follow the
territory restriction from the advertiser, if there is any objection, publisher should follow the statistic
results from APEX as the final result. APEX will only fulfil the payment based on its own statistic data
report.

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SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF

ADVERTISER: PUBLISHER:

Signed: Signed:

Name: Name:

Title: Title:

Date: Date:

SERVICE AGREEMENT

TERMS AND CONDITIONS

This Service Agreement （ “Agreement” ） is entered into on 2018/01/01

(“Effective Date”) and shall be expired on 2020/01/01 , by and between APEX TECH HOLDING
LIMITED (“the Advertiser”), a company duly established under the laws of BVI, having its address at
Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands, and
(“ the Publisher”), a company duly established under the laws of , having its
address at .

1. Purpose
The purpose of these TERMS AND CONDITIONS is to define the set of conditions under which the
Advertiser shall have the right to use the services of the Publisher’s advertising platform. This
Agreement shall be treated as Confidential by both parties, and neither party shall disclose any of the
terms and conditions of this Agreement to any third party without the express prior written consent of
the other party.

2. Definitions
In addition to the definitions included in these TERMS AND CONDITIONS, unless otherwise
expressly provided, the terms used in the AGREEMENT shall have the meanings ascribed to them
below:
 ADVERTISING MATERIAL means all advertising elements provided by the Advertiser;
 CPI means that user clicks on the advertisement, goes to Google Play, downloads and installs the
app and opens it once when connected to the internet.
 REMUNERATION/PAYMENT means the monthly fee that Advertiser should pay to
Publisher.
 ADVERTISING PLATFORM means the advertising platform of the Publisher;
 TRACKING TECHNOLOGY means all traceability tools integrated into the advertising
material provided by the Advertiser;
 CAMPAIGN means the product subject to an insertion order, the characteristics of which
correspond to the advertiser’s instructions, for the distribution of a given advertising material,
under conditions defined in accordance with these terms and conditions.
 CHEATING BEHAVIOUR means the behaviour is determined by Advertiser in all cases and may
include, but is not limited to (i) invalid clicks on content generated by any person, bot, automated
program or similar device, including through any clicks originating from Publisher’s IP addresses or
computers under each of such entities control; (ii) clicks solicited or generated by payment of
money, false representation, or requests for users to click on content or take other actions; (iii)
content served to users whose browsers have JavaScript disabled; (iv) any clicks from frequent
banner, textual ads, frequent pop up, have installed but still be pushed ads, threaten, fake promotion,
inducement, incent traffics, blacklist as described in the ADS POLICY; and (v) clicks co-mingled
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with a significant amount of the activity described in (i, ii, iii, and iv) above and any other illegal
behaviours.
 TERRITORY means the countries and areas where the adverting services and campaigns shall
be conducted.
 INSERTION ORDER (“IO”) means the documents executed by the Advertiser and the
Publisher to clarify and describe the business details. All IOs under this Agreement must be
signed and sealed by the parties and sent by courier, e-mail, or facsimile. This Agreement may be
accompanied with several IOs which will be governed by the terms of this Agreement.
 ADS POLICY (Online Promotion Policy) means the policy sent to the Publisher via e-mail
describing the Advertiser’s request for the promotion channels and the traffic, and which shall be
revised by the Advertiser from time to time.
 COMPLAINTS CATEGORY AND PUNISH MEASURES means the policy sent to the
Publisher via e-mail describing the complaints category and related punish measures in relation
to the campaign, and which shall be revised by the Advertiser from time to time.

3. Representations and Warranties

3.1. The Publisher represents and warrants to the Advertiser that:
1) it is legally established and has full right, power and authority to enter into this agreement and
perform its obligations hereunder. If the Publisher fails to provide its lawful and valid Certificate
of Incorporation to the Advertiser before the first payment, the Advertiser shall be entitled to
refuse making payment and terminate this agreement without undertaking any obligation or
liability；and
2) neither the Publisher’s execution nor its pre-formation of this Agreement will result in a breach of
any other agreement or obligation by which the Publisher is bound; and
3) it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances,
rules and regulations in the Territory and the rules, policies and procedures of each country’s
applicable game ratings organization and any other similar organization in or having jurisdiction
in the Territory; and
4) in dealing with the advertising material, the Publisher will not cause the advertising material to
become subject to any virus, worm, time bomb, Trojan horse, or other instrumentality,
contamination or device that will cause any component of the advertising material to be erased,
corrupted or become inoperable or incapable of processing or affect operations of any other
systems; and
5) it will not sublicense its rights or obligations hereunder except as expressly provided hereunder or
otherwise with advertiser’s prior written approval;
6) it will comply with the ADS POLICY and the COMPLAINTS CATEGORY AND PUNISH
MEASURES.
3.2. The Advertiser represents and warrants to the Publisher that:
1) it has full legal right, power and authority to enter into this Agreement and perform its obligation
hereunder；and
2) neither the Advertiser’s execution nor its pre-formation of this Agreement will result in a breach
of any other agreement or obligation by which the Advertiser is bound; and
3) it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances,
rules and regulations in the Territory and the rules, policies and procedures of each country’s
applicable game ratings organization and any other similar organization in or having jurisdiction
in the Territory; and
4) the advertising material provided by the Advertiser will not be subject to any virus, worm, time
bomb, Trojan horse, or other instrumentality, contamination or device that will cause any
component of the advertising material to be erased, corrupted or become inoperable or incapable
of processing or affect operations of any other systems;

4. Use of Advertising Platform

4.1. The Publisher shall make the platform available through the Internet to the Advertiser for the
execution of the campaign and the Publisher consents to the Advertiser's right to use the advertising
platform and services (including the “tracking technology ") solely in the context of the execution of
this Agreement.

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4.2. For the purposes of implementing each insertion order, the Publisher shall integrate the tracking
technology in the advertising material made available by the Advertiser.
4.3. The Publisher agrees to respect the advertising material and communicate the provisions of the
campaign to the advertiser, pursuant to the advertiser’s instructions.
4.4. Access to the advertising platform shall be possible 24 hours a day, 7 days a week except in cases of
Force Majeure or an event beyond the Publisher’s control and subject to any breakdowns and
maintenance necessary for the proper functioning of the service. The Publisher shall endeavour to
perform these operations with the least possible inconvenience to the Advertiser.
4.5. Access to the advertising platform shall be possible from the date that the Advertiser receives its
personal identification data.

5. Modification, Withdrawal, Suspension and Termination

5.1. Each party shall have the right to terminate the campaign at any time with 2 days prior written notice.
5.2. In any case, the Advertiser can exercise its right of withdrawal, modification or suspension of the
campaign in accordance with a notice period of twenty four (24) hours. The Advertiser undertakes to
exercise this right in good faith.
5.3. For any change to the provisions of the campaign regarding the price system or type of action, the
Advertiser agrees to comply with a prior notification period of the longer of twenty-four (24) hours
prior to the new provisions coming into force.
5.4. The Advertiser undertakes to inform the advertising platform of any problem relating to the
advertising material and, when appropriate, to request formally the withdrawal of the insertion order.
5.5. Any and all provisions or obligations contained in this agreement which by their nature or effect are
required or intended to be observed or performed after termination of this agreement will survive the
expiration or termination of this agreement and remain binding upon and for the benefit of the two Parties,
their successors and permitted assigns, including but not limited to the clause 3, 6, 8, 9, 10, 11, 12, 13.

6. Tracking and Payment

6.1. Publisher and the Advertiser need to do server to server connection or use the third party service to
track the data, such as Appsflyer. Non-incent mobile CPI traffic shall be adopted in the
territory for iOS and Android system. Publisher will send reports to the Advertiser showing
acquisitions delivery on a weekly basis and send invoices on a monthly basis which shall be based on
the Advertiser’s numbers sent back to the Publisher. Advertiser and Publisher agree that remuneration
settlement shall be based on the transaction conditions (such as settlement price and campaign
territory) as notified in transaction conditions notification emails.
6.2. Publisher shall guarantee it uses proper ways to bring installations to Advertiser, and the Advertiser has the
right to reject the payment as generated from any cheating behaviours, and in such circumstances the
Advertiser has the right to terminate the IO. Within 6 months after remuneration amount is confirmed by
the two parties or after it’s paid to Publisher (the “Period”), Advertiser has the right to check if the
paid historical data is qualified. For any disqualified data found out during this Period, Advertiser
shall refuse to make corresponding remuneration or withdraw the corresponding remuneration which
is already paid to Publisher. Publisher shall return the aforesaid paid remuneration to Advertiser
within 10 working days after receiving Advertiser’s notification.
6.3. The parties need to independently bear the taxes payable under the provisions of the laws and
regulations and the fees arising in the execution of the campaign.
6.4. All payments shall be made to the following Publisher’s account in USD.
Account name：
Account number：
Account address:
Bank name：
SWIFT CODE：
IFSC CODE ：
Bank Address：

7. Payment Term
7.1. Payment term of ( 30 ) days shall apply and ( 95 ) % of the remuneration shall be paid by
Advertiser.
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7.2. The 1st of each month shall be deemed as the “invoice receiving date” and the “payment term starting
date”. The final number will be confirmed before 10th of each month. Publisher should be aware that
payment term shall only start from 15th even if the invoice is sent to and received by Advertiser
before 15th. For the invoice received after 15th, the payment shall be paid next month.To further
clarify, payment term means the days between the above-mentioned “payment term starting date” and
the day when Advertiser submits payment request to the bank. In condition of Chinese official
holidays, Advertiser is entitled to adjust the “invoice receiving date” and “payment term starting date”,
if necessary, which shall be notified by separate emails from Advertiser.
7.3. The payment from Advertiser shall be deemed as punctual if it is paid by Advertiser during the
payment term.
7.4. If Publisher is in breach of Ads Policy (Online Promotion Policy), Advertiser has the right to change
the payment term to 60 days.

8. Anti-Bribery Covenants
8.1. The Publisher shall, and shall cause any person (including any employee, officer, contractor, agent or
subsidiary) who performs services for it or on its behalf in each case to, comply with all applicable
anti-bribery and anti-corruption laws, including without limitation, the relevant Law and Regulations
of China, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977, and not pay or
give, offer or promise to pay or give, or authorize the promise, payment or giving directly or indirectly
of any monies or anything of value to any person or firm, including, but not limited to, those
employed by or acting for or on behalf of the Advertiser for the purpose of inducing or rewarding any
favourable action in any matter related to the subject of this Agreement.
8.2. The Publisher further agrees to keep accurate books and records in relation to this Agreement and that
any payments that the Publisher makes to the Advertiser in connection with this Agreement shall be
supported by written, complete and accurate invoices that shall be maintained by the Publisher for the
duration of this Agreement and made available to the Advertiser for inspection upon the Advertiser’s
request if the Advertiser reasonably suspects that the Publisher is in breach of this Section 8. The
Publisher agrees to promptly report to the Advertiser via email (fanfu@apusapps.com) any potential
or actual violations of any anti-bribery and/or anti-corruption laws and policies of which it obtains
knowledge, and cooperate in good faith with the Advertiser in any related investigation.
8.3. In the event of a breach of this Section 8 by the Publisher, the Publisher shall pay liquidated damages
of no less than US$[300,000] to the Advertiser, and compensate, in addition to the liquidated
damages, any losses and costs incurred by the Advertiser resulted from or in connection with such
breach.

9. Confidentiality
Each party (the “Receiving Party”) acknowledges that it will have access to certain information and
materials, including the terms of the Agreement, concerning the business, technology, products and
services of the other party (the “Disclosing Party”) that are, or reasonably should be considered given the
circumstances of disclosure to be, confidential (“Confidential Information”). Confidential Information will
not include: (a) information known to the Receiving Party prior to disclosure by the Disclosing Party; (b)
information independently developed by the Receiving Party without reference to Confidential Information
of the Disclosing Party; (c) information that is or becomes publicly known through no fault of the
Receiving Party; or (d) information disclosed to the Receiving Party by a third party without breach of any
obligation of confidence. Except as permitted hereunder, the Receiving Party (aa) will not use any
Confidential Information for its own account or the account of any third party, and (bb) will not disclose
any Confidential Information to any third party other than its directors, employees, contractors, advisors,
investors or potential investors who have a need to know and who have agreed not to use, and to maintain
the confidentiality of, the Confidential Information consistent with this section. The Receiving Party will
return or destroy the Confidential Information promptly upon the Disclosing Party’s written request.
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent
required by applicable law or legal process, provided that the Receiving Party provides prompt notice of
any required disclosure to the Disclosing Party and provides reasonable cooperation (at the Disclosing
Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure.

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10. Severability
If any provision of the Agreement was declared fully or partially invalid, illegal or unenforceable by
any court of competent jurisdiction, the validity, legality or enforceability of other contractual
provisions of the Agreement shall not be affected, and the provision or provisions considered null and
void shall be replaced within the limits of what is allowed by law by new provisions expressing the
intention of the parties.

11. Force Majeure

Neither party shall be liable for, or be considered to be in breach or default under this Agreement on
account of any delay or failure to perform hereunder, excepting all obligations to make payments
hereunder, as a result of any cause or condition beyond such party's reasonable control (“Force
Majeure”), provided that such party gives the other party written notice thereof promptly and, in any
event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to
cure the delay. In light of Internet’s special natures, the Force Majeure shall also include the
following circumstances that could affect the normal operation of Internet: (i)hacker attack;(ii)any
material influence as a result of the technical adjustment by relevant telecommunication department;
(iii)temporary close-down due to governmental regulation; and(iv)computer viruses.

12. Applicable Law and Jurisdiction

This Agreement is subject to Hong Kong law, without regard to conflict of laws principles. Any
dispute or difference arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination and regardless of the nature of such dispute or
difference, shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and be
referred to and finally resolved by arbitration under the Hong Kong International Arbitration Centre
Rules then in force (“HKIAC Rules”), notwithstanding multiple respondents or third parties. The seat
of arbitration shall be Hong Kong.

13. Miscellaneous
13.1. The Agreement does not purport to constitute between the parties any company or association or
partnership whose effects would be different from the obligations expressly and restrictively
applicable to them under the Agreement. Consequently, the conditions of collaboration and
accountability between the Publisher and the Advertiser are governed only by the provisions of the
Agreement.
13.2. These terms and conditions supplemented by one campaign shall express the entire agreement
concluded between the parties with respect to the subject of the Agreement. They supersede any
communications or previous written or verbal agreements.
13.3. This Agreement is non-transferable, for all parties, except in the case of prior written agreement of
all parties.
13.4. Except for Publisher’s cheating behaviours hereunder, each party’s liability for any and all claims
arising under this Agreement shall in aggregate not exceed the fees paid under this Agreement in the
preceding six (6) months.

14. Counterparts, Electronic and Facsimile Delivery

This Agreement may be executed in two or more identical counterparts, each of which shall be
deemed to be an original and all of which taken together shall be deemed to constitute the Agreement
when a duly authorized representative of each party has signed a counterpart. The parties may deliver
this signed Agreement by electronic (including email or facsimile) transmission. Each party agrees
that such electronic transmission shall have the same force and effect as delivery of original signatures
and that each party may use such electronically-transmitted copies as evidence of the execution and
delivery of the Agreement by all parties to the same extent that an original signature could be used.