Cooperation Agreement

This Agreement is entered into by and between _______________(hereinafter referred to

as the “ Party A ” ) and Shanghai Huai Tu Network Technology Co., Ltd. (hereinafter

referred to as the “ Party B ” ) in Shanghai Pudong New District on

_________________(Y/M/D).

Party A:

Name: ______________________________________________________

Title: ________________________________ Date: __________________

The Account of pngtree(UID):____________________________________

E-mail:______________________________________________________

Signature: ___________________________________________________

Phone: ______________________________________________________

Address: ____________________________________________________

City: ________________________ State: __________________________

Country: ____________________ Zip/Postal Code: __________________

Party B: Shanghai Huai Tu Network Technology Co., Ltd.

Address: Room 504, Building 2, Lane 3539, Dongfang Road, Pudong New District,

Shanghai, China

Contact Number: +86 150-0060-9330

In terms of the picture material website operated by “pngtree”(www.pngtree.com)

(hereinafter referred to as the “ Party B Platform ” ), including but not limited to

high-definition photos, vectors, videos and other expansion requirements, as the

consequence of Party A consult with Party B, the use of the materials,enjoyed by Party A,

whereby it is agreed as follows:

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Form of Cooperation

1.Authorized Artworks: All the artworks uploaded by Party A to Party B Platform

Party A should upload all the artworks to Party B Platform in which the full copyrights

(include transfer authorization) shall be belonged to Party A and also meet the

requirements of Party B. Party A ‘s successfully artworks uploading does not claim that

Party B ‘s recognition of the legal compliance of Party A's artworks. Party B shall have

the right to deal with those artworks in removing or other actions if there are complainants

of Party A’s authorized artworks or either infringement.

2. Types and Specifications of Authorized Artworks: Artworks; Vector files must be

available.

3. Authorized Area: Global Geographical Scope

4. Authorized Artworks Duration: Permanent

5. The Term of Cooperation Agreement: 2 Years

The date starts from Party A upload artworks to Party B till the 2 years. The expiration of

the cooperation period does not affect the period of validity of the authorized artworks.

6. Authorized Rights: Non-exclusive Copyright with sub-license right. Commercial Use.

Party B shall have the rights to sub-license (provide the download service for Party B

Platform’s users) the authorized artworks to others in the authorized area. Party A shall

have to ensure the uploaded artworks must be original or authorized by the rights holder

that Party B shall have rights to sub-license. Party B has rights to either file a lawsuit or

make a complaint and others to gain an independent compensation when Party B’s be

infringed in the circumstance of Party A’s artworks be complained by other third parties/

agencies. Moreover, Party B has rights to require Party A to cooperate with Party B to deal

with the infringement issues and also to provide all necessary proof documents, the

expiration of the term does not affect Party B has taken the above legal measures. As the

meanwhile, Party B could use the authorization for commercial purposes, part of or entire,

to a third party. Party B and Party B's users could use these artworks on Party B Platform

for free and premium download. Party B's users could download these artworks from

Party B Platform but the exclusive rights of the artworks are owned by Party A, Party B,

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and Party B's users could not resell all the artworks in their own name to other third

parties/agencies.

Authorization Fees and Transaction Method

1. Payment settlement: Party A agrees that both Party A and Party B shall settle the

downloads of the artworks generated during the cooperation period. Payment will be

calculated by downloaded times of Party A’s successfully published artworks on Party B’

s platform, $15 (USD) for every 1000 downloads. These downloads are accumulative and

do not mean that only one file needs to generate 1000 downloads. (Payment will not be

calculated if the download times are less than 1000)

2. Party B shall have the right to not to display the artworks if the artworks provided by

Part A does not satisfy the quality requirements of Party B.

The Rights and Obligation of Party A

1. It is the responsibility for Party A to undertake all legal liabilities for the legality of

authorized artworks provided by Party A and should ensure all the necessary

authorization of the authorized artworks must be valid. Party A shall guarantee that all the

provided artworks do not infringe the legitimate rights and interests of any third

parties/agencies. If the third party suffered property losses due to the existing defects in

Party A ’ s authorization, Party B is responsible for negotiating with the third party to

resolve the issues but all the issues are not legal responsibility related to Party B, Party A

is willing to bear the liability for the loss of third parties.

The Rights and Obligation of Party B

1.In the case of artworks’ integrity haven’t been destroyed, Party B shall have the rights

to appropriately modify or copyright development and get benefited from these actions in

order to do promotion, publicity, and business requirements. In addition, this behavior

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would not be considered as an infringement of copyright protection.

2. Party B shall pay the relevant fees in accordance with the provisions of this Agreement.

However, the transaction period won’t affect if Party A causes Party B to fail to perform

the obligation of the transaction on time or if Party A has any breach of Agreement.

Breach the Agreement

1.If any Parties has any breach of the obligations or representations and guarantees

stipulated in this Agreement, it shall be deemed to be a breach of contract and shall pay a

breach of contract to the Relying Party. The liquidated damages shall be 30% of the total

authorized fee for this Agreement. If the liquidated damages are insufficient to cover the

loss of the relying party, the liability for breach of contract shall be assumed but there shall

be a special agreement in this Agreement concerning the liability for breach of contract,

always fulfill the special agreement in this Agreement. With regard to the agreement in this

Article, Party A and Party B agree that the termination of the agreement does not affect

the compliance party to require the defaulting party to bear the liability for breach of

contract.

2. Except as otherwise provided in this Agreement, a party's breach of contract results in

the inability to achieve the purpose of this Agreement and the other party has the right to

require the defaulting party to cease the breach and the non-compliance party shall cease

the breach within 15 days when non-compliance received the notification by compliance

party. The compliance party has rights to terminate the Agreement unilaterally if the

non-compliance does not cease the breach.

Confidentiality

The trade secrets and technical secrets of both parties who have been informed of each

other during the term of this Agreement and also for permanent shall not be disclosed to

the third party without the prior written consent of the other party.

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Dispute Resolution and Governing Law

Any dispute, explanation between the parties shall be subject to the law of the People's

Republic of China. If there is any dispute between the parties on the contents of this

Agreement or its execution, the parties shall first conduct friendly consultations. Both

parties shall resolve the litigation which basis the people's tribunal at the place where

Party B is located if the dispute can not be resolved through consultation.

Effect of Agreement and Others

1. The Agreement will enter into force since the Party A and Party B signed and sealed, in

quadruplicate, both Party A and Party B hold two of them and which has the same force.

2. As part of this Agreement shall have the same legal effect as this Agreement. Any

alterations or amendments of this Agreement shall be subject to the agreement through

consultation between both parties in writing and the alterations or amendments

agreements will be as a part of this Agreement and also have the same legal effect as this

Agreement.

Party A (Signature):________________ Party B (Seal):____________________

Date (Y/M/D):_____________________ Date (Y/M/D):_____________________

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