The following terms and conditions, together with each Annex set out below (together, these “Terms”), shall be deemed to be incorporated into each Service Order (a “Service Order”) between iClick Interactive Asia Limited (“iClick”) and the client as named in the Service Order (“Client”). An Annex applies to a Service Order only if, and to the extent that, the Service Order includes the services described in that Annex, or Client otherwise accesses or uses those services.

1. iCLICK ADVERTISING NETWORK

iClick’s advertising network (iClick Advertising Network) aggregates advertising inventories across a number of advertising channels and platforms as selected by iClick from time to time, in connection with the execution of an advertising campaign. The advertising may include text, graphics, rich media or any other format and may be delivered physically, electronically, wirelessly or via any other media, channel or device. Advertisements may include search engine marketing, emails, short message service (SMS), multimedia messaging service (MMS), display ads, banner ads, video ads, pop-up windows, bridge or jump pages. iClick has the right to add to or subtract from the iClick Advertising Network any advertising inventories without notification to Client.

2. UNDERTAKINGS

iClick will provide the service and perform the obligations as specified in the Service Order (the “Service Details”). With respect to a Service Order other than a Performance Marketing Service Order (as defined below), iClick’s provision of the services and other performance obligations shall be on a commercially reasonable-efforts basis. Client understands and agrees that the Service Details may be performed by any iClick group companies, and in the case of any Service Order other than a Performance Marketing Service Order, by any iClick group company and/or its service providers. iClick makes no guarantee with respect to the method it uses for measuring delivery or with respect to the accuracy of its measurement.

Client expressly agrees that iClick may at its discretion: (i) create or modify advertisements, (ii) add, modify or remove keywords, (iii) determine timing, placement, delivery, frequency, or number of ad units or impressions to be delivered on the iClick Advertising Network, (iv) make any other changes to any advertising campaign as it deems appropriate, and/or (v) control how the media budget is allocated amongst media channels in the case of a Performance Marketing Service Order. Client agrees and authorizes iClick to act on its behalf in connection with any advertisement iClick places, including sharing the confidential information of the Client with a third party, subject to clauses 4, 5, 8 and 13 of these Terms.

3. ACCURACY OF INFORMATION

Client agrees and acknowledges that delivery statistics provided by iClick are based upon click count and pages opened, which are the sole, official and definitive measurements of iClick’s performance of the Service Details. Client acknowledges that iClick makes no representation, warranty or guarantee whether the click count and pages opened originated from a single individual, multiple individuals or individuals using Client’s service, or whether they were for research or any other purpose. Client acknowledges and understands that click count and pages opened may be corrupted and may not represent a true usage of Client’s website and that iClick makes no representation, warranty or guarantee that such statistics are a true and accurate representation of the usage of Client’s website.

4. USE OF DATA

Client acknowledges and agrees that data collected shall, in addition to performing the obligations to the Client, be used for the following purposes:

• Formation of algorithm: Our technology will collect the raw data from Client’s campaign (e.g. no. of clicks, click time, click-through rate, bid price, cost-per-click, conversion rate, etc.) to formulate our predictive algorithm (e.g. the impact of Christmas and other seasonal changes to a Client’s campaign can be factored into our algorithm for subsequent optimization);
• Product White Paper: Upon analyzing data collected, iClick would publish Product White Papers to disclose the findings obtained via our technology (e.g. how the number of clicks varies throughout the year for a particular industry);
• Marketing and Press Releases: Findings might be used in various marketing and press releases to share with the market.

Client hereby grants an indefinite non-exclusive license to iClick to use data collected for the purposes set out above, notwithstanding the Client ceasing to be a client of iClick and Client covenants and undertakes to iClick that it shall procure the necessary consent from its users for iClick to use such data collected, and provided that the data shall not be capable of identifying any individual user. This provision shall supersede any other prior non-disclosure or confidentiality agreement made prior to the date hereof between iClick, and any of its associated companies, and Client (if any).

5. ACCESS TO DATA

Client covenants and undertakes to iClick that it shall: (i) obtain all rights and permissions from its users for iClick to use information provided and created to prepare the analytics data, including statistical and traffic information collected by iClick and/or provided by Client and its users, and (ii) maintain and adhere to a privacy policy on Client’s website(s) which must, at a minimum, comply with all applicable laws, whilst allowing iClick to have access to the data and to disseminate such data to third parties nominated by iClick.

6. AGENCY

If Client is an agent executing the Service Order for and on behalf of its advertiser client(s), Client hereby represents, warrants and undertakes that: (i) it has the necessary power and authority to execute the Service Order on behalf of itself and its advertiser client(s) and to make all decisions, for itself as well as for and on behalf of its advertiser client(s), and to take all actions relating to the advertiser client(s)’ accounts, and that, the Client, by executing the Service Order on behalf of its advertiser client(s), binds its advertiser client(s) to the Service Order; (ii) it shall make all the representations and warranties on behalf of its advertiser client(s) under the Service Order as if it were the advertiser client(s); and (iii) it will guarantee all the obligations of its advertiser client(s) under the Service Order as if it were the advertiser client(s). For the avoidance of doubt, nothing herein shall affect the obligations of the advertiser clients under the Service Order, which shall continue to bind the advertiser clients, who shall be deemed to have appointed the Client as its agent to execute the Service Order on its behalf. Upon iClick’s request, Client will immediately deliver to iClick each agreement that designates Client as the advertiser’s agent and authorizes the Client to act on the advertiser clients’ behalf in connection with the Service Order. Client and its advertiser clients shall be jointly and severally liable for all payment obligations due pursuant to the Service Order and these Terms. Client acknowledges that iClick may directly contact any advertiser clients represented by Client in relation to any payment matters.

7. FEES AND PAYMENT

Client will pay iClick for all charges and fees as agreed by Client and iClick in writing. The statistics provided by iClick are the official and definitive measurements to calculate Client’s fees. Client will be invoiced as specified in the Service Order. Payment shall be made to iClick in accordance with the payment terms specified in the Service Order. Amounts paid after such due date shall bear interest at the rate of 1% per month or the highest monthly rate permitted by law, whichever is lower. All amounts payable to iClick shall exclude any sales, use, value-added and other taxes and all export and import fees, customs duties and similar charges (other than taxes based on iClick’s income) and any related penalties and interest, arising from the payment of any fees by Client to iClick or the delivery of service to Client, all of which the Client is responsible for paying, and upon iClick’s request, Client will provide iClick with official receipts and other proof of such payment. Client will make all payments to iClick free and clear of, and without reduction for, any withholding taxes. If iClick does not receive timely payment, Client will pay all amounts due on account upon demand and, in addition to any other rights, iClick may suspend performance and/or terminate services under the Service Order or any part of it and the Client will forthwith pay all outstanding fees (including accrued interest) to iClick.

8. PRIVACY POLICY AND DATA OWNERSHIP

The terms and conditions contained in iClick’s Privacy Policy (available at https://www.i-click.com/privacy-policy/ or any successor or replacement page) (as may be amended or updated by iClick from time to time, the “Privacy Policy”) are incorporated into these Terms by reference. By agreeing to these Terms, the Client is deemed to have agreed to the Privacy Policy as well.

9. REPRESENTATIONS AND OTHER ACKNOWLEDGEMENTS

Client represents and warrants to iClick that it (i) has obtained all required authorizations to consent to the Service Order and these Terms; (ii) has all necessary licenses, consents and regulatory approvals to carry on its business and operations, (iii) is carrying on its business and operations in such a manner that there have been and are no breaches of applicable laws, regulations or bye-laws, (iv) has complied with the relevant laws and regulations on advertising, and (v) has not infringed on any third party intellectual property or other proprietary rights.

Client agrees that any products, services, code and/or programs provided by iClick (each a “Program”) for Client’s use are proprietary to iClick and are protected by applicable intellectual property laws and iClick retains all rights, title, and interests in the Programs, together with all derivative works, modifications, enhancements, and upgrades. Client further agrees that the content contained in any information presented to Client through iClick’s services or otherwise on iClick’s Advertising Network is protected by copyrights, trademarks, or other proprietary rights and laws.

10. LICENSE

Client hereby grants to iClick a non-exclusive, indefinite, worldwide, free of all fees and royalties and irrevocable license to:

• create, use, modify, reproduce, distribute and display Client’s advertisements and copies of any text, images, graphics, audio, or video on the websites to which Client’s advertisements links to;
• reproduce, distribute, display and transmit the advertisement in electronic or print form for marketing and promotional purposes; and
• upon completion of a Service Order, use data collected for algorithm purposes, market research and press releases but without identifying Client and its individual users.

Client grants the right to iClick to use data collected for the purposes set out in clause 4 above after Client ceases to be a client of iClick and Client shall procure the necessary consent from their users, but without identifying any individual user. Upon termination of the Service Order pursuant to clause 11, certain user information, not identifiable to an individual user, such as age group, income bracket, occupation, shall be retained by iClick for the purposes for preparing algorithm, Product White Papers and other general statistics for market research and press releases use.

11. TERMINATION

Any Service Order may be terminated at any time during the campaign period (as specified in the applicable Service Order, the “Campaign Period”) by either party immediately upon written notice to the other party if the other party (i) becomes insolvent, or (ii) files a petition in bankruptcy, or (iii) makes an assignment for the benefit of its creditors; or (iv) breaches any of its obligations under the Service Order in any material respect, and which breach, if capable of being cured, is not remedied within thirty (30) days following written notice to such party. In addition, the Service Order may be terminated by iClick at any time during the Campaign Period by giving Client 7 days’ written notice in advance. Except as otherwise provided herein and in the Service Order, the Service Order is irrevocable and not terminable by the Client. Any termination shall be without liability or obligation of the terminating party, other than with respect to any breach of the Service Order prior to the termination and payment of any fees due hereunder. The provisions of clauses 4, 7, 10 to 17 and 20 hereof, and any provision of an Annex expressed to survive, survive any termination or expiration of the Service Order. Except as expressly set forth in the Service Order, neither party will be under any obligation to renew the Service Order upon expiration of the Campaign Period. If Client breaches any of the terms and conditions of the Service Order and the Terms contained herein, iClick may suspend performance of all or any obligations under the Service Order until such breach is fully remedied. The right to suspend performance is without prejudice to any other equitable and legal rights that iClick may have for such breach and Client will be responsible for all reasonable expenses (including legal fees) incurred by iClick in relation to such breach.

12. INDEMNITY

Any penalties, fines, charges, fees, assessments, or losses imposed by any advertising platform arising out of or relating to any advertising materials, creatives, or other content uploaded or submitted by the Client shall be borne solely by the Client, without prejudice to the Client’s indemnification obligations under these Terms. To the extent iClick pays any such amounts on the Client’s behalf, the Client shall reimburse iClick in full promptly after receipt of iClick’s written demand, together with reasonable supporting documentation.

Client agrees to indemnify and hold iClick and its personnel, successors and assigns harmless from and against any and all expenses and losses of any kind (including reasonable legal fees and costs) incurred by iClick in connection with claims of any kind relating to the advertisement (including, without limitation, any claim of design, trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices, any claim that the advertisement infringes in any manner any patent, copyright, trademark, trade secret or any other intellectual property right of any third party or violates privacy rights or any other rights of a third party), any material of Client to which users can link through the advertisement, and Client’s use of the services provided under the Service Order.

13. CONFIDENTIALITY

Each party agrees to treat as confidential and not to disclose, duplicate, use or permit the use by a third party of any information, documents or materials provided by the other party under this Service Order and the Terms other than for the purpose of providing its services under the Service Order or as may be required by law.

14. LIMITATION OF LIABILITY

All services supplied under the Service Order by iClick are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose or non infringement. Neither the Service Order nor any documentation furnished under it is intended to express or imply any warranty that the services will be uninterrupted, in a timely manner or error-free. With respect to any Service Order other than a Performance Marketing Service Order, in the event that iClick fails to perform the service in accordance with the Service Details set out in the Service Order, the sole liability of iClick to Client shall be limited to, at iClick’s sole discretion: (a) a refund of the service fee as specified in the applicable Service Order, or (b) extension of the Campaign Period until such time when the service has been delivered in accordance with the Service Details. With respect to any Service Order including, for avoidance of doubt, a Performance Marketing Service Order, iClick’s maximum liability to Client shall not, for any reason, exceed the aggregate payments actually made by Client to iClick in respect of the campaign in question.

Notwithstanding anything to the contrary herein: (i) in the event that iClick fails to deliver in accordance with the Service Details pursuant to the Service Order owing to a fault or delay caused by the Client, iClick shall not be responsible or liable for such failure to deliver and any damages caused as a result; (ii) in no event shall iClick be responsible for any consequential damages, lost profits or any other form of damages arising from any failure to timely deliver the Service Details; (iii) iClick shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, Internet and/or electrical outages, computer viruses, acts of God, riot, explosion, strikes whether legal or illegal, shortages, war, acts of terrorism or any other condition beyond the control of iClick affecting production or delivery in any manner; (iv) iClick and its agents, employees or otherwise will not be liable to Client for any damages resulting from (a) the use of iClick’s services; (b) the cost of substitute goods and services; (c) unauthorized access to or alteration of Client’s data; (d) acts or omissions of any third party for goods and/or services provided, including with respect to clicks and/or impressions by any third party on Client’s advertisements, provided that, in the case of a Performance Marketing Service Order, the reference to “third party” in the immediately preceding sentence shall not include publishers; or (e) any other matter relating to iClick’s services.

15. GOVERNING LAW

Each Service Order and these Terms shall be governed by and construed in accordance with, the laws of the Hong Kong Special Administrative Region and each party irrevocably agrees that the courts of the Hong Kong Special Administrative Region are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with any Service Order and these Terms and that, accordingly, any legal action or proceedings arising out of or in connection with the Service Order or these Terms may be brought in those courts.

16. MISCELLANEOUS

The Service Order (i) may be amended only by a written agreement executed by an authorized representative of each party; and (ii) together with any other agreements incorporated by reference therein, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and shall supersede and replace any and all other agreements, communications and undertakings, whether written or oral, between the parties regarding such subject matter. No conditions other than those as set forth in the Service Order shall be binding on iClick unless expressly agreed to in writing by iClick.

In addition to modifying the Service Order in writing signed by an authorized representative of each party, Client agrees that iClick may change these Terms (including any Annex) at any time by making such changes available on the iClick company website and/or by notifying the Client of such changes. If Client does not agree to such amended Terms, it must notify iClick in writing within five (5) calendar days of any notification of any change. The absence of such notice and/or Client’s continued use of the service shall be deemed to be an acceptance by Client of the changes to the Terms.

If any provision of the Terms should be found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and otherwise deemed to have been excluded from these Terms, whilst the remaining provisions of the Terms herein will remain in full force and effect.

Neither the Service Order, nor any of the Terms, may be construed as creating or constituting a partnership or joint venture between the parties.

No failure of either party to exercise or enforce any of its rights under the Service Order or the Terms herein will act as a waiver of such rights.

The Service Order and the Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Client may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall be null and void. iClick may assign the Service Order and the Terms, in whole or in part, to another iClick group company or service provider.

In case of discrepancy between the English version of the Terms and its Chinese version, the English version shall prevail.

17. ADVERTISING GUIDELINES

Standard advertising material in such manner as set out in any Service Order must be submitted at least three (3) business days prior to the launch of a campaign, failing which the campaign launch date may be delayed and iClick shall not be responsible for any loss resulting from such delay.

• If Client makes any changes to advertising material after submitting the same to iClick, such advertising material shall be reviewed and approved by iClick, and Client acknowledges that the campaign launch date may subsequently be delayed. Client will not change or cancel any media plans, bookings and advertising placements once iClick has confirmed in writing.
• All content submitted by the Client is subject to approval by iClick. iClick may return any part of any content to the Client to make changes or may, at its discretion, make changes to the content as it deems appropriate. If the Client makes any changes to the scheduled publishing date, such changes will be subject to the availability of advertising inventory on the iClick Advertising Network and the Client agrees to bear any additional costs that may result.

18. ADDITIONAL PROVISIONS WITH RESPECT TO PERFORMANCE MARKETING SERVICE ORDERS

A “Performance Marketing Service Order” refers to a Service Order under which iClick charges the Client based on the result of Client’s desired actions or specified parameters, which may include the number of clicks desired, the number of impressions desired, cost-per-clicks, cost-per-mille-impressions, cost-per-acquisition, or other metrics as specified in the relevant Service Order.

Where advertising fees are charged upon the number of actions (e.g. acquisitions/ conversions as defined in the Service Order), the fees payable by Client shall be the number of actions (if any) multiplied by the cost per action (“CPA”), subject to any overall caps or other terms agreed by Client and iClick in the Service Order. Notwithstanding the preceding sentence, iClick shall, in its sole discretion (i) decide the placement, timing, frequency, and number of ad units or impressions delivered, which in turn may impact the number of actions, and (ii) calculate the fees based on its own measurements or those of its third party service providers. Client shall render iClick its full cooperation to install and make fully functional as soon as reasonably practicable the Conversion Pixels (as defined below) on the Client’s website in accordance with the Campaign Period specified in the Service Order. “Conversion Pixel” means iClick’s tags (or the tags of third party nominated by iClick) on the confirmation page or any other code or file inserted or placed (or directed to be inserted or placed) by iClick (or third party nominated by iClick) on the Client’s website for the purposes of calculating fees due from Client. Client undertakes and agrees not to remove, alter, decompile, tamper with or deactivate the Conversion Pixels in any manner whatsoever without iClick’s prior written consent.

Where advertising fees are charged based on return on investment (“ROI”), ROI is defined as the sales revenue generated from users acquired through the advertisement specified in the Service Order (“Sales Revenue”) divided by advertising costs incurred by Client’s advertising account with publisher(s). Client shall provide iClick with the data on Sales Revenue periodically as agreed for iClick to consolidate, and upon iClick’s request, periodically provide advertisement conversion data in order to assist iClick in optimizing the advertisement. The fees payable by Client shall depend on the ROI achievement tier agreed in the Service Order. Client shall maintain, in accordance with applicable Hong Kong standards and practices, comprehensive books, accounts and records relating to the Sales Revenue for the calculation of ROI achievement, and iClick and its authorized representatives shall have the right to audit such books, accounts and records at all reasonable times upon five (5) days’ prior notice to the Client to ascertain the accuracy of ROI calculated for billing purpose. Once the related invoice is issued by iClick, the ROI calculation becomes final and conclusive.

19. ANTI-BRIBERY AND SANCTIONS

Each Party represents, warrants and undertakes to the other Party that, in connection with the Service Order:

(a) it shall comply, and shall ensure that its directors, officers, employees and agents acting on its behalf comply, with all applicable anti-bribery and anti-corruption laws, including, to the extent applicable, the Prevention of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong), the US Foreign Corrupt Practices Act and the UK Bribery Act 2010;

(b) neither it nor any of its directors, officers, employees or agents acting on its behalf has directly or indirectly offered, promised, given or authorised, or will directly or indirectly offer, promise, give or authorise, any payment, gift or other thing of value to any government official or other person for the purpose of improperly obtaining or retaining business or securing any improper advantage; and

(c) it is not, and is not owned or controlled by, any person that is subject to sanctions imposed, administered or enforced by the United Nations, the United States, the European Union, the United Kingdom or Hong Kong (collectively, "Sanctions"), and it shall not use or provide the Services in any manner that would violate any Sanctions applicable to it.

20. ANNEXES

Each Annex to these Terms incorporates by reference and supplements the terms and conditions in clauses 1 to 19 (the “General Terms”) as if the General Terms were set out in full in that Annex. Capitalised terms used but not defined in an Annex have the meanings given to them in the General Terms. In the event of any conflict between the General Terms and an Annex, the Annex prevails solely to the extent of the conflict and solely with respect to the subject matter of that Annex. The services described in an Annex may be provided by iClick or by any iClick group company, and references to iClick in an Annex include that group company where the context requires. iClick may amend an Annex, or add or withdraw an Annex, in the manner set out in clause 16.

ANNEX A – MIA SERVICES

1. APPLICATION AND ORDER OF PRECEDENCE

1.1 This Annex A applies to each Service Order that includes MIA Services, and to Client’s access to or use of the MIA Services under or in connection with a Service Order. This Annex A incorporates by reference and supplements the General Terms as provided in clause 20 of the General Terms.

1.2 In respect of the MIA Services: (a) the following order of precedence applies to the extent of any inconsistency: (x) the Service Order; (y) this Annex A; (z) the MIA Platform ToS (as defined below); and then the General Terms; (b) clauses 1, 3, 4, 5, 10, 17 and 18 of the General Terms do not apply; and (c) references in the General Terms to “advertisement”, “campaign” or the “iClick Advertising Network” shall be construed as references to the MIA Services and the MIA Platform, as the context may require.

1.3 Client’s access to the MIA Platform via Authorised Users and Client’s use of the MIA Products are also governed by the MIA Platform Terms of Service at https://mia-platform.ambr.io/legal/terms (or any successor or replacement page) (the “MIA Platform ToS”). The MIA Platform ToS is hereby incorporated by reference, and by entering into a Service Order that includes MIA Services, Client agrees to the MIA Platform ToS.

1.4 Any capitalised terms used but not otherwise defined in this Annex A have the meaning given to them in the General Terms or the MIA Platform ToS, as applicable.

2. DEFINITIONS

“Authorised User” means an employee or contractor of Client whom Client designates to access an Organisation Account.

“Client Content” means data, text, files, prompts, instructions and other materials or information that Client or an Authorised User submits to the MIA Products.

“MIA Platform” means the MIA identity and account authentication and MIA Points billing portal operated by iClick, available at https://mia-platform.ambr.io (or its successor or replacement page).

“MIA Points” means the prepaid credit units issued by iClick that may be redeemed within the MIA Products to consume AI compute and related services at the consumption rates disclosed within the relevant MIA Product.

“MIA Products” means the suite of AI-powered insight, reporting and other products made available by iClick under the brand name “Mia” from time to time.

“MIA Services” means the MIA Platform access, MIA Points allocation and offering of any MIA Product, in each case as identified as such in the Service Order.

“Output” means content generated by a MIA Product in response to Client Content.

“Term” means the Campaign Period stated in the Service Order, unless terminated earlier under clause 11 of the General Terms or in accordance with Clause 7 of the MIA Platform ToS.

3. USE OF THE MIA PRODUCTS

3.1 During the Term, iClick grants Client a non-exclusive, non-transferable right to access and use the MIA Products through Organisation Accounts, for Client’s internal business purposes and subject to this Annex A and the MIA Platform ToS.

3.2 Client is responsible for its Authorised Users’ access to and use of the MIA Products, for their compliance with this Annex A and the MIA Platform ToS, and for keeping account credentials confidential. Client will promptly notify iClick of any unauthorised access of which it becomes aware.

3.3 Client and its Authorised Users may access and use the MIA Products only in accordance with this Annex A, the MIA Platform ToS and any specific product terms applicable to a MIA Product (the “Permitted Use”). Any access to or use of the MIA Products other than in accordance with the Permitted Use is prohibited. Client will not, and will not permit, assist or enable any Authorised User or other person to, access or use the MIA Products:

(a) in any manner that violates any applicable law or regulation, including any data protection, advertising, consumer protection, sanctions, anti-money laundering or counter-terrorist financing law or regulation;

(b) in any manner that circumvents or attempts to circumvent any geographic, jurisdictional, technical, regulatory or other restriction applicable to the MIA Products, including by misrepresenting the identity or location of an Authorised User or using a VPN, proxy or similar means to evade geolocation or access controls;

(c) to resell, sublicense, share or otherwise commercially exploit Organisation Accounts, MIA Points, the MIA Products or any Output, except as expressly permitted by iClick;

(d) to develop, offer or provide any product or service that competes with any MIA Product, including by using any Output to develop, train, fine-tune or benchmark any artificial intelligence or machine learning model;

(e) to decompile, disassemble, reverse engineer or otherwise attempt to derive or discover the source code, underlying components, models, algorithms, prompts or structure of any MIA Product, except to the extent such restriction is prohibited by applicable law;

(f) to crawl, scrape, index, harvest, extract or otherwise collect data or information from the MIA Products by automated means, or through any bot, script, crawler or similar technology, except as expressly permitted by iClick;

(g) to obtain or attempt to obtain unauthorised access to any account, system, network, data or information, or to impersonate, mislead or deceive any person;

(h) to infringe, misappropriate or otherwise violate any intellectual property, privacy, publicity or other legal right of any person;

(i) to submit Client Content, or publish, distribute or otherwise make available any Output, that is unlawful, defamatory, false or misleading, or that contains false, misleading or unverifiable claims about any product, service or person; or

(j) in any other manner that materially interferes with or adversely affects another person’s access to or use of the MIA Products, or that iClick reasonably determines could expose iClick, its affiliates, its users or any other person to material legal, regulatory, security, operational, financial or reputational risk.

3.4 Client will not, and will not permit any Authorised User or other person to, abuse, damage, interfere with, disrupt or impair the operation, integrity or security of any MIA Product or any related system or network. Without limitation, Client will not (i) introduce any virus, malware or other malicious code, (ii) engage in spamming or other abusive traffic generation, or carry out, facilitate or participate in any denial-of-service or distributed denial-of-service attack, (iii) probe, scan or test the vulnerability of any system without authorisation, or (iv) bypass, disable, circumvent or otherwise interfere with any security, authentication, access-control, rate-limiting or other protective measure.

3.5 iClick may monitor use of the MIA Products for compliance with this Annex A and, where it reasonably suspects a breach of clause 3.3 or 3.4, may exercise its suspension and termination rights under the General Terms and the MIA Platform ToS.

4. MIA POINTS

4.1 In consideration of Client’s payment of the applicable fees for the MIA Services, iClick will credit the corresponding MIA Points to Client’s Organisation Accounts on the MIA Platform (each an “Allocation”). Each Allocation will be made only after iClick has received the corresponding payment in advance, unless otherwise agreed in writing between iClick and Client under a separate credit arrangement. The number of MIA Points credited and Client’s current MIA Points balance will be recorded in the relevant Organisation Accounts. iClick may also grant MIA Points without charge from time to time as part of a promotional programme (“Promotional Points”). References in this Annex A to MIA Points include Promotional Points unless otherwise specified. Promotional Points may be subject to an expiry date or other conditions communicated to Client when they are granted and will automatically expire on any applicable expiry date. Where an Organisation Account holds both Promotional Points and MIA Points credited under an Allocation, Promotional Points will be consumed first. iClick may cancel or revoke Promotional Points if they were obtained in breach of this Annex A or if the relevant promotional programme is withdrawn. No refund, replacement or other compensation will be provided for expired, cancelled or revoked Promotional Points. Where a refund under clause 4.8 relates to an Allocation with linked Promotional Points, iClick may cancel any unused linked Promotional Points attributable to the refunded portion. iClick may also reduce the refund to account for services already performed using linked Promotional Points attributable to that portion, provided that the reduction is reasonable, relates only to linked Promotional Points actually consumed and does not result in double recovery.

4.2 MIA POINTS REPRESENT A LIMITED, NON-TRANSFERABLE CONTRACTUAL ENTITLEMENT TO ACCESS OR USE THE MIA PRODUCTS, SUBJECT TO THIS ANNEX A AND APPLICABLE LAW. THEY ARE NOT LEGAL TENDER, DO NOT EARN INTEREST AND MAY NOT BE USED TO MAKE PAYMENTS TO OTHER PERSONS OR TO PURCHASE GOODS OR SERVICES FROM OTHER SUPPLIERS. THEY DO NOT CONFER ANY OWNERSHIP INTEREST IN ANY MIA PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS ANNEX A OR REQUIRED BY APPLICABLE LAW, MIA POINTS ARE NOT REFUNDABLE, REDEEMABLE OR EXCHANGEABLE FOR CASH OR ANY OTHER ASSET AND MAY BE USED ONLY FOR THE PURPOSES FOR WHICH THEY WERE ISSUED.

4.3 MIA Points may be used solely to access AI compute and related services within the MIA Products. MIA Points are deducted from the relevant Organisation Account when a MIA Product begins performing a task in accordance with an Authorised User’s instructions (“Consumption”). The total number of MIA Points consumed for a task will be confirmed to Client after the task is completed or otherwise ends. Consumption rates vary by product, feature and model and may reflect, among other factors, underlying compute usage, token usage and third-party model costs. iClick may change consumption rates from time to time, including those applicable to MIA Points already held in Client’s Organisation Accounts. MIA Points will be deducted for tasks performed even if the resulting Output is incomplete, inaccurate or otherwise unsatisfactory to Client. In the absence of manifest error, iClick’s records of Allocations, Promotional Points and Consumption will be conclusive as to Client’s MIA Points balance and Consumption.

4.4 Client’s available MIA Points balance is displayed in its Organisation Accounts. Client is responsible for monitoring its balance and maintaining sufficient MIA Points for its intended use of the MIA Products. If the available balance is insufficient, the relevant MIA Product may decline to start, pause or terminate a task. To the extent permitted by applicable law, iClick will not be liable for any resulting interruption or its consequences.

4.5 MIA Points may be used only through the Organisation Account to which they are credited. Client may not sell, assign, transfer, split, gift, trade or otherwise dispose of MIA Points, or attempt to do so. Any purported transfer is void and will not be recognised by iClick. An attempted transfer may result in cancellation of the relevant MIA Points and suspension or termination of the relevant Organisation Account in accordance with this Annex A and the MIA Platform ToS.

4.6 Fees for the MIA Services are set out in the Service Order and are payable in advance in accordance with clause 7 of the General Terms (unless a separate credit arrangement has been agreed upon). iClick may withhold any Allocation and suspend Client’s Organisation Accounts for so long as any amount payable under the Service Order remains overdue.

4.7 Subject to clause 4.8 and applicable law, all unused MIA Points credited under the Service Order will lapse upon the earliest of (a) the expiry or termination of the Service Order, including under clause 11 of the General Terms, (b) the expiry of the Term, and (c) the termination of the related Organisation Account under Section 7 of the MIA Platform ToS. MIA Points that have lapsed may no longer be used. No refund is payable for unused or lapsed MIA Points except as provided in clause 4.8 or required by applicable law.

4.8 Notwithstanding clause 4.7 and clause 11 of the General Terms, if (a) iClick terminates the Service Order under clause 11 of the General Terms other than for Client’s insolvency, bankruptcy or unremedied material breach; (b) iClick permanently discontinues the MIA Services and MIA Products in their entirety, or terminates Client’s Organisation Accounts under Section 7 of the MIA Platform ToS for a reason other than Client’s breach of the MIA Platform ToS, and Client is consequently unable to use the MIA Points; or (c) Client terminates the Service Order for iClick’s insolvency, bankruptcy or unremedied material breach, iClick will refund: (i) any prepaid fees for MIA Services for which the corresponding Allocation has not been made as at the effective date of termination; and (ii) the portion of the prepaid fees attributable to MIA Points allocated but unused as at such date, calculated by reference to the fees paid and the number of MIA Points credited under the relevant Allocation. No refund is payable in respect of Promotional Points or MIA Points allocated under a credit arrangement for which the corresponding fees have not been paid. Any refund is subject to the adjustments permitted under clause 4.1. The refund described in this clause is Client’s sole remedy in respect of unallocated prepaid fees and unused MIA Points.

5. CLIENT CONTENT AND OUTPUT

5.1 Client retains all rights in and to Client Content and, to the extent permitted by applicable law, owns the Output generated in response to Client Content (Client Content and Output together, the “Materials”). iClick may process and use the Materials to the extent reasonably necessary to provide, operate, maintain and improve the MIA Services, provided that neither iClick nor any service provider acting on its behalf may use the Materials to train or improve any machine-learning model. Client further acknowledges and agrees that: (a) Client Content and other relevant context or data may be processed by third-party artificial intelligence model providers, cloud infrastructure providers and other service providers acting on iClick’s behalf in connection with the provision of the MIA Services, subject to the restrictions set out in this clause 5.1; and (b) Client’s and its Authorised Users’ interactions with the MIA Services may be logged and retained to the extent reasonably necessary to provide, operate and maintain the MIA Services or to comply with applicable legal, regulatory or compliance requirements.

5.2 Client is responsible for Client Content and represents and warrants that: (a) it has all rights, permissions and consents necessary to submit Client Content and to permit its processing and use in accordance with this Annex A, including to generate Output; and (b) Client Content, its submission and its processing and use in accordance with this Annex A do not infringe any third-party rights or violate any applicable law or regulation, including any restriction on the disclosure or processing of personal data.

5.3 Output is generated by automated systems and may be inaccurate, incomplete or unsuitable for Client’s purposes. iClick does not warrant the accuracy, completeness or suitability of Output and does not provide legal, financial, medical or other professional advice through the MIA Products. Client shall review and assess Output before relying on or publishing it and is solely responsible for its use of Output.

5.4 Similar or identical Output may be generated for other users. iClick does not warrant that Output will be unique or that any intellectual property rights will subsist in, or be enforceable by Client in respect of, Output.

5.5 As between the parties, iClick and its licensors retain all rights, title and interest in and to the MIA Platform, the MIA Products and all underlying models and software, including any improvements to them, subject to Client’s rights under clause 5.1.