EX-10.40



 Exhibit 10.40 

Confidential treatment has been requested for redacted portions of this exhibit. 

This copy omits the information subject to the confidentiality request. Omissions are designated as ***. 

A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 

This is a translation of the original Chinese text 

Contract No.: 151215UD0118 

Cooperation Agreement 

Party A: Beike Internet (Beijing) Security Technology Co., Ltd. 

Party B: Baidu Online Network Technology (Beijing) Co., Ltd. 

May 2012 

  
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 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the
People’s Republic of China (hereinafter referred to as “PRC”): 
 Party A: Beike Internet Security Technology Co., Ltd. 

Legal Representative: Jun Lei 
 Address: Room 2101, 12/F, Fuxing
International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing. 
 Attention: 

Tel: 
 E-mail: 

Postcode: 
 Bank account: 

Account No.: 
 Party B: Baidu Online Network Technology
(Beijing) Co., Ltd. 
 Legal Representative: Zhan Wang 

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing 

Attention: 
 Tel: 

E-mail: 
 Postcode: 

Whereas, 
  

	1.	Party A owns the Cheetah Browser software (hereinafter referred to as Party A’s Software). Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is ksbrowser
and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html). 


  
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	2.	Party B is a leading network technology company in the field of search engine. 

  

	3.	The parties wish to collaborate with each other leveraging their respective strengths. 

 Therefore, based on
equality and mutual benefit, through friendly negotiation, the parties agree and comply with: 
 Chapter 1 Definitions and Interpretations

  

	1.1	Definitions 

 Except as otherwise defined in the context hereof, the terms shall have the
following designated meanings: 
  

	 	1.1.1	PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC. 

  

	 	1.1.2	Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary or affiliate and protected as trade secrets. 


 

	 	1.1.3	Effective Date: means the date on which this agreement is executed. 

  

	 	1.1.4	Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its
obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet,
Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party
resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks. 


 

	 	1.1.5	Baidu website: means www.baidu.com. 

  

	 	1.1.6	Cooperation Term: means the term set forth in Chapter two hereof. 

  

	 	1.1.7	Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Part A’s website for Party B, less Party B’s related costs and legal taxes and charges. The
search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data. 


  
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	1.2	Interpretations 

  

	 	1.2.1	The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month. 


 

	 	1.2.2	The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement. 


 

	 	1.2.3	If needed in the context, use of plurals shall include its singulars, and vice versa. 

  

	 	1.2.4	All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein. 


Chapter 2 Representations and Warranties 
  

	2.1	Legal Status 

 Either party represents and warrants from the date hereof: 

 

	 	2.1.1	It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope; 

  

	 	2.1.2	It is eligible to enter into this Agreement and perform the obligations hereunder. 

  

	 	2.1.3	Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record). 


 

	 	2.1.4	To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business
place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures. 

  

	2.2	Legal Effect 

  

	 	2.2.1	From the Effective Date, this Agreement is legally binding on each party. 

  

	 	2.2.2	Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects. 


  
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 Chapter 3 Cooperation Term 

 

	3.1	Cooperation Term 

 The Cooperation Term of the parties shall be one year from
June 1, 2012 to May 31, 2013. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry. 

Chapter 4 Obligations of the Parties 
  

	4.1	Details of Cooperation 

 The parties use their respective strengths to cooperate on
internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a
strategic alliance to develop their respective businesses. 
  

	4.2	Party A’s Obligations 

  

	 	4.2.1	Party A imports the search results provided by Party B to search function in the Party A’s Product by connecting its Product to the technical port provided by Party B, Party A shall also cooperate with Party B to
market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B’s clients on the relevant page of Baidu website and/or on the pages and/or interfaces
of any other Baidu union members. 

  

	 	4.2.2	During the cooperation between the parties, Party A agrees not to enter any form of cooperation with Qihoo 360, unless Party A needs such cooperation with Qihoo 360 for business or technology and Party B has provided
its prior consent. 

  

	 	4.2.3	Party A covenants that during the Cooperation Term, it will list Party B’s search engine service as the default search engine services for users to choose and save the users’ using behavior as default after
Party B’s search engine services. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and Party A shall return all the funds received from Party B to Party B in this regard.


  

	 	4.2.4	During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensure the smooth cooperation between the parties. 


 

	 	4.2.5	Party A shall not change the related functions and contents inherent to Party B. If a change is necessary, consent shall first be obtained from Party B. 


  
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	 	4.2.6	Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and
information provided by Party B to carry out any commercial activities. 

  

	 	4.2.7	Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party
A’s technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A’s services or software shall be borne by Party A. Party B has the discretion to terminate this
Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties.


  

	 	4.2.8	Party A understands that integrity is the foundation of the development of the Baidu Union and covenants to conduct business cooperation strictly according to the Baidu Union Membership Registration Agreement (see Annex
II). Party A also agrees to participant “Blue Sky 365” and comply with Blue Sky 365 Action Plan (see Annex III). 

  

	4.3	Party B’s Obligations 

  

	 	4.3.1	Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 


 

	 	4.3.2	Party B shall not publish any contents other than search-related content in the Party A’s website column(s) that are made the subject matter of this cooperation agreement. 


 

	 	4.3.3	Party B will provide to Party A an account which will timely return the visiting traffic data and number of search data for Party A’s easy inquiry. At the same time, Party B ensures the completion, accuracy and
truth of the visiting traffic data and number of search data. 

  

	 	4.3.4	Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interface. In the event of loss of data or other issue on account of Party B, Party B shall compensate Party A in
accordance with the actual situation. 

  

	 	4.3.5	Party B has the right to penalize any acts of Party A, in whatever form, carried out in contravention with Party B’s union cooperation policies. The penalties may include – the immediate suspension of Party
A’s account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision. 


  
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	 	4.3.6	Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party
B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the
notification. . Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 

  

	 	4.3.7	Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party
B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 


 

	 	4.3.8	With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s
parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B’s parent companies at different levels. 


 

	4.4	Exemption of Liabilities With Respect to the Search Engine (by Party B) 

 See Annex 1.
The Parties agree that the exemption of liability in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities. 

Chapter 5 Information Content Cooperation 
  

	5.1	The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance. 


 

	5.2	Fees 

  

	 	5.2.1	The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the fees incurred shall be borne by each party respectively. 


  
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	 	5.2.2	The Actual Revenues of the parties arising from the Party A’s users’ clicking on the Baidu promotion content provided in Party A’s search results pages shall be divided proportionately, and Party A shall
bear the taxes payable on its own share of revenues: the address bar, search bar, homepage/blank page of Party A’s software accounts for ***% of the proportion, equal to ***% of Party B’s Actual Revenues; Party B will then raise the
proportion according to factors such as Party A’s website quality, nature of traffic, value to Baidu/form of cooperation, term of cooperation as well as certification by Baidu Union. If the number of searches per day in a calendar month is over
*** (including ***), the share of revenues in that month shall be adjusted to ***%. If Party A objects to the Party B’s revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of
revenues, it shall be deemed that Party A agrees with Party B’s revenue-sharing policy. Party A shall bear the taxes payable on its own share of revenues. 

  

	 	5.2.3	Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as the “Reference Date”, which is postponed in the event of
public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct. 


 

	 	5.2.4	The financial settlement between the parties will be carried out monthly. 

 Party A provides
the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the last month’s share of revenues to Party A prior to the 20th day of each month (postponed in the event of public holidays) according to this Agreement. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working
days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A’s written objection and notify the results thereof to Party A. 

 

	 	5.2.5	After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and
settled together according to the preceding provisions. 

 Chapter 6 License 

 

	6.1	Prohibition on business utilization 

 Unless otherwise stated in this Agreement, none of the
Parties shall apply the brands or icons for business purpose which the other party does not permit. 
  

Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request.
Omissions are designated as ***. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 

  
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 Chapter 7 Confidentiality 

 

	7.1	Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to
technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties. 

  

	7.2	The parties mutually covenant that they will keep each other’s confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the
confidential information or disclose such to any third parties except the following events: 

  

	 	7.2.1	Upon the written consent of the other party; 

  

	 	7.2.2	As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies; 

  

	 	7.2.3	Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents, officers or employees; 


 

	7.3	The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the
violation of the confidential liability of the employees. 

 Chapter 8 Breach 

 

	8.1	General Breach 

 In the event either party breaches its obligations hereunder, the breach
party shall immediately suspend its breach upon the receipt of the non-breach party’s written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If
the breach party continue to carry on the breaching conduct or does not perform its obligations, the non-breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach. 

 

	8.2	Breach Liabilities 

 If fault on both parties, they shall bear their respective
liabilities according to their actual degree of fault. 
 Chapter 9 Termination 

 

	9.1	Termination Events 

 This Agreement will be terminated upon any of the following events:

  

	 	9.1.1	The Cooperation Term is expired and the parties determine not to renew; 


  
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	 	9.1.2	The non-breaching party terminates this Agreement according to Article 8.1 hereof; 

  

	 	9.1.3	Either party is under bankruptcy or enters into liquidation or dissolution procedures; 

  

	 	9.1.4	If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by a written notice according to Article 11.7 and terminate this Agreement on the receipt date as
defined herein. 

  

	9.2	Matters after the Termination 

  

	 	9.2.1	Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites. 

  

	 	9.2.2	The termination of this Agreement shall not affect the unsettled payment hereunder or either party’s payment obligation and other obligations or rights incurred before the termination. 


 

	 	9.2.3	Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to both parties. 


Chapter 10 Governing Laws and Dispute Resolution 
  

	10.1	Governing Laws 

 The execution, validity, construction, enforcement and the settlement of
any disputes herefrom shall be governed by PRC Laws. 
  

	10.2	Negotiation and Proceedings 

  

	 	10.2.1	Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation or mediation by a neutral third party first. 


 

	 	10.2.2	If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court in the location of Party B. 


Chapter 11 Miscellaneous 
  

	11.1	Waiver 

 If either party fails to exercise or timely exercise its rights, power or
preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights
thereafter. 

  
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	11.2	Amendment 

 This Agreement may only be amended by mutual written agreement by the
parties. 
  

	11.3	Marketing Supports 

 On the basis of the parties’ acknowledgment, the parties will
make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation. 
  

	11.4	Entire Agreement  

 This Agreement constitutes the entire agreement between the parties
and supersedes all previous discussions, negotiations and agreements. 
  

	11.5	Notice  

  

	 	11.5.1	Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person (including courier) or by registered mail. 


 

	 	11.5.2	All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance; 

  

	 	11.5.3	If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of
the receiver’s location is not a Business Day, then the delivery time shall be the following Business Day of the receiver’s time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email
system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver’s signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five
(5) Business Days from the date of sending. 

  

	11.6	Successor  

 This Agreement is made for the benefit of and equally binding upon the
parties and their respective successors and assignees. 
  

	11.7	Force Majeure  

  

	 	11.7.1	In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of
such event hindering the performance of its obligations of the notifying party hereunder. 


  
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	 	11.7.2	During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it
shall notify the other party in writing timely and continue to perform the obligations hereunder. 

  

	 	11.7.3	The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this
Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence. 

  

	11.8	Language  

 This Agreement is made in Chinese and there are two originals which have the
same legal effect and each party has one original. 
  

	11.9	Unmentioned Matters  

 Any other matters unmentioned hereof shall be subject to PRC Laws.

  

	11.10	Other Matters  

 This Agreement is effective from the date of its date of signature and
chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text
hereof. 
  

	
	Party A: Beike Internet (Beijing) Security Technology Co., Ltd.
	
	Authorized signatory: /s/ Xinhua Liu /s/ common seal
	
	Title:
	
	Date:


  
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	Party B: Baidu Online Network Technology (Beijing) Co., Ltd.
	
	Authorized signatory: /s/ Guolin Ma /s/ common seal
	
	Title:
	
	Date:


  
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 Annex 1 

Search Engine Exemption Clause 
 1. In addition
to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download)
arising from using search engine and will not undertake any legal liability. 
 2. Baidu is not responsible for the legality of link and information,
product and service obtained from webpages through search engine which are searched automatically in accordance with users’ search order, and will not undertake any legal liability. 

3. All content of search engine does not represent Baidu’s opinion. 

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users’
requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user’s failure to normally use Baidu for technology reason such as internet status, communication line
and etc. 
 5. Baidu respects and protects all search service users’ personal privacy and their personal information such as registered user name and
email address, etc., which will not be disclosed to the third party without user’s consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information. 

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not
want to be included by Baidu, otherwise it will be deemed as willing to be included. 
 7. Any unit or person shall report to Baidu or service website in
written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search
service or search link as soon as possible after its receipt of legal documents above. 

  
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 Annex 2 

Business Cooperation Standard of Baidu Union 
 In
order to standardize the business cooperation of Baidu Union (hereinafter “Union”) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this
standard strictly to maintain the smooth and healthy development of business cooperation. 
 [General Rules] 

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu
product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to: 

1. Click by itself 
 Repeat manual search, click by itself,
incite others to search or click. 
 2. Compel to click 

Compel user to click to get resource in return; or pop-up window of search result endlessly. 

3. Program click 
 Simulate user’s click through program or
script, automatically click and search tool, the third party’s click or search (such as paid click, auto-browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh). 

4. Illegal promotion 
 Promote by irregular means such as virus,
compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times. 

  
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 5. Breach of exclusivity clause 

Breach the exclusivity agreement with Baidu to engage in competing business. 

6. Mix of competing business 
 Amend the pattern of the Union
product or competing business to mislead users. 
 7. Other breach 

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair
competition against Baidu or violates other legal right of Baidu. 
 [Search Promotion Cooperation] 

8. Determine keyword 
 Determine keyword in search frame or direct
link to search result page. 
 9. Amend search result page 

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any
promotion content or search result, or add any other content to Baidu search result page of browser through software. 
 9.2 Re-direct the final user from
any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited. 

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software,
other website or any form other than member website, or combine promotion content or search result into it by other means. 
 9.4 Store or cache any or part
of, copy of, derivative of information of search result through “capture”, “spider”, index or any other non-temporary ways. 

  
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 10. Directly use of search result 

Directly use any webpage of search result of final user through frame linked or other ways. 

11. Breach of release page 
 11.1 Present business code on any
wrong page, register page or “thanks” page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content. 

11.2 Release code in non-configured domain name. 
 12. Induce to
click 
 12.1 Introduce the search result with word such as “excellent recommendation”, “relevant link” or “welcome to click”.

 12.2 Put graph of arrow, download instruction or other leading graph to the search result. 

12.3 Award user’s click. 
 13. Breach of release number

 Release more than three search frames per page. 
 14. Flow
kidnap 
 14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member’s flow. 

14.2 Falsify other Union member’s first page through any promotion way damaging user experience and other unfair competition. 

14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways. 

  
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 14.4 Amend the page of Baidu or hao123 in any ways. 

15. Breach of binding with Baidu software 
 Binding with Baidu
software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for
user installed Baidu software through member website to uninstall. 
 [Union Promotion Cooperation] 

16. Determine keyword 
 Stack keywords in webpage content, source
code to affect normal theme matching. 
 17. Amend promotion content 

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited. 

17.2 Store or cache any part of, copy of, derivative of promotion content through “capture”, “spider”, index or any other non-temporary
ways. 
 18. Breach of release page 
 18.1 Present promotion
content on any wrong page, register page or “thanks” page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence
content. 
 18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme. 

18.3 Release promotion content in non-configured domain name or software. 

  
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 19. Induce to click 

19.1 Introduce the promotion content with word such as “excellent recommendation”, “relevant link” or “welcome to click”. 

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content. 

19.3 Award user’s click of promotion content. 
 19.4
Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button). 

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content. 

19.6 Hide or auto-block the window through js or other ways, causing user’s failure to see the promotion after click. 

19.7 Release code of special zone besides “patch promotion”, amend code without authorization or patch through special ways. 

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content. 

19.9 Float the promotion content or present in other ways. 
 20.
Breach of release number 
 20.1 Release more than three product codes of “theme description” and “theme link” accumulatively per page.
(not include the “patch promotion”) 
 20.2 Release more than one code of “theme suspension” per page besides “theme
description” and “theme link”, release more than one form of “theme suspension” (side bar/button/window) per page. 
 20.3 Release
more than one code of “patch promotion” per playing window, several playing windows on one webpage, more than three codes of “patch promotion” available. 

  
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 21. Breach of using iframe 

Use through amending code or other ways without authorization. 

21.1 Use Union’s “theme suspension” product through iframe. 

21.2 Use “theme description”, “theme link” and “patch promotion” product through iframe in illegal ways: 

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe; 

21.2.2 Use more than two (include) business codes through iframe for one time; 

21.2.3 Inset more than one iframe unit in one page; 
 21.2.4
Module presented by iframe is smaller than that used through iframe; 
 21.2.5 Present promotion content on charged website through non-charged website
iframe. 
 [New Business Cooperation] 
 22. Breach of release
page 
 Present promotion content on any wrong page, register page or “thanks” page (such as thanks page after user registers on relevant website)
or any email, or webpage or website with any pornographic content, hate mongering content or violence content. 
 23. Induce 

23.1 Introduce the cooperation promotion content with word such as “excellent recommendation”, “relevant link” or “welcome to
click”. 

  
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 23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content. 

23.3 Put pornographic picture close to cooperation promotion content. 

23.4 Award use’s install, register, purchase and other act. 

23.5 Simulate official website of cooperation promotion client. 

24. Breach of release number 
 Present or release more than three
cooperation promotion units per page. 
 25. Self-lead 
 Repeat
manual install, register, purchase and etc., incite others to install, register, purchase and etc. 
 If any Union member does any illegal act above, Baidu
has the power to punish. Baidu’s data for investigating and punishing the Union member’s illegal act shall prevail, including but not limited to void click data and flow kidnap data. 

Appendix: Process method 
 Baidu may take one or more measures
as follows to process the illegal act: 
 1. Deduct credit index 

2. Deduct accumulated credit 
 3. Deduct share of revenues 

4. Block illegal business 
 5. Stop sub-account authority 

6. Limit register information 
 7. Expose illegal case 

  
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 Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update
this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation. 

  
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 Annex 3 

Rules of “Blue Sky 365” Plan 
 Honesty
is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty. 
 Honesty is not only a
promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly: 

1. Agree that honesty is the base of alliance development; 
 2.
Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly; 
 3. Dose not launch or engage in any illegal act such as click fraud,
flow kidnap; 
 4. Report the illegal information actively and protect honesty; 

5. Accept supervision and willing to undertake liability and result of illegal act. 

The rules above shall be reflected every day. Let us build the “Blue Sky 365” of alliance circle together. 

  
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