Form 20-F SOGOU INC. For: Dec 31

Exhibit 4.17

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English Translation

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Cooperation Agreement

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between

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Weixin Official Platform

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and

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Sogou Search

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Agreement No.: [  ]

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Party A: Shenzhen Tencent Computer Systems Co., Ltd.

Contact person:

Mailing address:

Tel:

Email:

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Party B: Beijing Sogou Information Service Co., Ltd.

Contact person:

Mailing address:

Tel:

E-mail:

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Whereas:

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1. Party A, Party B and their relevant affiliates entered into a Business Development and Resource Sharing Agreement on September 16, 2013, whereby the parties entered into a strategic cooperation, and entered into the Amended and Restated Business Development and Resource Sharing Agreement on September 25, 2017 and the Supplemental Agreement of the Business Development and Resource Sharing Agreement on September 20, 2018 (“Strategic Cooperation Agreement”);

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2. According to the strategic cooperation framework, Party B desires to use public data on Party A’s Weixin official platform to provide search services, and both parties have negotiated their intentions in respect of such cooperation;

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3. Party A and Party B signed No. 14-SGO-04344, No. 15-SD-10681, No. 17-SD-10269, No. 17-SD-00731, and No. 19-SD-10584 Cooperation Agreements between Weixin Official Platform and Sogou

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Exhibit 4.17

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Search (the “Original Agreements”) in May 2014 and November 2015 and on March 21, 2017, September 15, 2017 and March 1, 2019 respectively.

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NOW THEREFORE, in order to specify the terms of the cooperation, establish data usage specifications, and safeguard the legitimate rights and interests of Weixin official platform users, Party A and Party B hereby enter into the following cooperation agreement in line with the principle of equality and mutual benefits and win-win cooperation:

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Chapter I Definitions and Interpretations

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I. Definitions

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Unless otherwise defined in this Agreement, the following terms shall have the following specific meanings:

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1. Chinese Law:

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Referring to any laws, rules, regulations, judicial interpretations and other legal norms currently in force and promulgated and implemented in the future in jurisdictions of mainland China.

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2. Official Platform Data and Contents:

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Referring to the public contents on Party A’s Weixin official platform, including but not limited to public registration information of official platform subscription accounts and service account operators, and all information publicly distributed by official platform subscription accounts and service account operators through Weixin official platform (different from point-to-point information and region or subscriber specific information), the specific scope of contents of which shall be subject to the assessment and determination by Party A according to law.

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3. Sogou Search Services:

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Referring to such search services as content retrieval and result response on Sogou search engines, including PC end (www.sogou.com, www.soso.com) and wireless end (including Sogou, Soso mobile web search and Sogou search app client), based on Official Platform Data and Contents.

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4. Trade Secrets:

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Referring to the technical, financial, commercial and other information owned by either party hereto and/or its subsidiaries or affiliated companies and treated by such party as trade secrets, which have the following characteristics:

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(a)             Unknown to the public;

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Exhibit 4.17

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(b)             Able to bring economic benefits to the right owner;

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(c)              Being practical; and

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(d)             Treated by the right owner as secrets and appropriate protective measures having been taken for it.

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5. Force Majeure:

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Referring to earthquake, typhoon, fire, flood, war, strike, riot, hacker attack, operator technical failure or change of policy or any other natural or man-made disaster occurred during the term of this Agreement, which is unpredictable (or the occurrence or consequences of which is inevitable even though predictable) and beyond the control of either party and renders the full performance by either party of this Agreement impossible.

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6. Official Platform Source Pages:

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The source pages (currently bearing a domain suffix of weixin.qq.com) under Weixin official platform, or other pages designated by Weixin official platform.

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II. Interpretations

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1. Unless explicitly indicated as working days, the term “day” mentioned herein refers to calendar day.

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2. The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of any part of this Agreement.

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3. As the context requires, the plural shall include the singular and vice versa.

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4. A reference to a chapter, clause and paragraph shall be a reference to a chapter, clause and paragraph of this Agreement.

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Chapter II Representations and Warranties

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III. Legal Status

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Each party represents and warrants that, from the signing date of this Agreement:

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1.     It is qualified to engage in the transaction hereunder, and such transaction complies with its business scope;

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2.     It has full power to enter into this Agreement and to perform its obligations hereunder;

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3.     Its authorized representative has sufficient authority to sign this Agreement on its behalf.

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Exhibit 4.17

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IV. Legal Force

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1.     From the effective date, this Agreement shall be legally binding upon both parties.

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2.     Each party warrants that its execution and performance of this Agreement and the business transactions carried out pursuant to this Agreement will not violate any Chinese Law.

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Chapter III Cooperation Contents, and Rights and Obligations of the Parties

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V. Cooperation Contents and Scope

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1.     During the term of this Agreement, Party A and Party B will cooperate, based on Official Platform Data and Contents, in providing users in mainland China (excluding Hong Kong, Macao and Taiwan) with Sogou Search Services. Except for Official Platform Data and Contents (limited to data provided by Party A) prescribed herein, Sogou shall not grab, acquire or use other contents involving Weixin or Weixin official platform in any way including through a Spider program or through any third party channels.

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2.     During the term of this Agreement, in the form of inventory plus regular increment , Party A will provide Party B with Official Platform Data and Contents within mainland China (excluding Hong Kong, Macao and Taiwan) and provide users in mainland China (excluding Hong Kong, Macao and Taiwan) with Sogou Search Services based on the foregoing data. In this Agreement, Incremental Package includes all the articles and contents of the official platform subscription accounts provided by Party A to Party B within mainland China (excluding Hong Kong, Macao and Taiwan) from time to time, unless Party A believes that it is inappropriate to provide pursuant to the applicable laws or regulations or relevant agreements. The specific form in which the service will be displayed and the product scheme of Party B shall be used and put online only after they are confirmed by Party A in writing (including by email). If any technical issues occur to Official Platform Data and Contents, Party A shall provide technical support to fix the issues or provide a fixing proposal. Party A’s technical supporting team is listed as follows: Contact person:              , contact information:              . Party B’s technical supporting team is listed as follows: Contact person:              , contact information:              . One Party shall immediately inform the other Party, if any changes to the technical team Contact person.

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3.     Party A shall furnish the publishing time of Weixin articles and recommended scores of the related articles based on the data regarding thumbs-ups, comments, originality, account followers etc. to Party B, and help Party B optimize the search results. The above recommendation data is Party A’s trade secrets, and shall be kept confidential by Party B. Party B shall not abuse those recommendation data out of the scope of this Agreement or make it public or disclose to any third parties without Party A’s prior written consent.

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Exhibit 4.17

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4.     During the term of this Agreement, in addition to the above cooperation prescribed in this Agreement, Party B will also promote Party A’s official platform products in a manner agreed by the parties by utilizing Party B’s own user platforms and flow resources.

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5.     During the term of this Agreement, Party B shall, according to Party A’s requirements, provide related popular search words, hit rate, classification, search volume, click rate and other related data of search services based on Official Platform Data and Contents for Party A to manage user operation and improve user experience. Except for the Official Platform Data and Contents searched on Weixin app client pages, the Official Platform Data and Contents search services provided by Party B shall not provide and display to users the reading volume, “like” quantity and other related data. Party A shall keep the above data confidential, and without the prior written consent of Party B, Party A shall not publish, provide or reveal the above data to any third party. In addition, Party B shall take reasonable and effective technical measures to ensure the security of Official Platform Data and Contents provided by Party A, including but not limited to measures to prevent any third party from grabbing, acquiring and using official platform data in Party B’s products by artificial or technical means, and Party A shall be entitled to limit, suspend, partially or entirely terminate the provision of official platform data hereunder.

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6.     During the term of this Agreement, as to default search results, Party B will display the top 100 official platform data content search results for viewing. If the user needs to view more search results, the user shall log in with the applicable account. In such a strategy restricting unlogged users of Party B’s products from viewing official platform data content search results and similar strategies displaying the above varied search results by logging status, user level and other standards, unless with the written consent of Party A, Party B shall only offer the Weixin authorized logging, and logging in through third-party authorization shall be prohibited. However, when users use Party B’s search service to search any content other than the official platform data content, the above limitations shall not apply.

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7.      Party A authorizes Party B to provide Sogou Search Services in respect of Official Platform Data and Contents only in mainland China (excluding Hong Kong, Macao and Taiwan) and for noncommercial purposes. The explicit prior written consent of Party A is required if Party B needs to use Official Platform Data and Contents in any other territory, in any other form or for commercial purposes.

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8.      Neither party is required to pay to the other party or any third party any fees in respect of the cooperation hereunder.

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9.     Unless both parties agree in writing, Party B shall not, itself or assist any third party to, develop or put online any ranking lists or influence lists or other ranking products or functions of any Weixin official account or its articles and other information and contents, and shall not use the data, information and contents acquired from the cooperation hereunder to realize such products or functions.

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Exhibit 4.17

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10.   Unless both parties agree in writing, Party B shall not provide subscription systems independent from Weixin official platform (i.e., users may not subscribe or collect data or contents of Weixin official platform through any platform other than Weixin official platform), and shall not use or use in a disguised way data or contents of Weixin official platform to provide any product or service that is the same as or similar to Weixin official platform products, functions or interfaces. Party B also undertakes not to, and not to assist any third party to, put online such functions.

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VI. Rights and Obligations of the Parties

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1.     Each party confirms that the documents it provides to the other party (including but not limited to business registration, tax registration and other commercial documents) are true and free from misrepresentation or fraud.

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2.     Party A warrants that it has the power to provide Party B with Official Platform Data and Contents according to this Agreement, and to provide Official Platform Data and Contents and updates thereof according to cooperation needs. Party A shall also use reasonable commercial efforts to make sure that data information is timely provided to Party B.

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3.     Party A shall use reasonable commercial efforts to make sure the data interfaces and data fields it provides meet the invocation timeliness and quality requirements as agreed upon by the parties.

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4.     When using Official Platform Data and Contents, Party B shall indicate that they are sourced from Party A. Party B is obliged to correctly and completely indicate the data source to be Party A and mark “services provided by Party A”, and such use of Party A’s product name shall be confirmed by Party A in writing.

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5.     The Official Platform Data and Contents hereunder are for use by Party B in Sogou Search Services only, and without the written permission of Party A, Party B shall not use the related data and contents for any form of sales and commercial utilization other than the purposes prescribed hereby (including but not limited to bidding rank, media stream and recommendation, except for the home page of Sogou Weixin search.), or reveal, provide or permit any third party to use the same in any way.

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6.      Party B may exhibit Weixin official platform Data and Contents solely in the manner of Weixin Official Platform Source Pages. Without Party A’s written consent, Party B shall not arbitrarily alter official platform Data and Contents provided by Party A, or display the information content of WeChat official platform in any way other than the source pages of WeChat official platform, including but not limited to arbitrarily editing, sorting, alter or tampering Weixin official platform data and content, or exhibit the same in a way other than the typesetting style approved.

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7.      Party B’s display of plugins or functions auxiliary to Official Platform Source Pages, including link to home page (profile) of Weixin official account, link to Weixin advertisement system, and comment function, must be linked to their source pages, rather than displaying them in any form other than Weixin Official Platform Source Pages, and Party B shall not shelter, insert in, or hinder

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Exhibit 4.17

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by pop-up windows in any form any auxiliary plugins or functions. When any user of Party B logs into his Weixin account, his browsing and reading of Weixin official platform information and contents, number of “likes” given and other recording data shall be synchronized with Party A in a way prescribed by Party A. Party B shall make sure such user can normally use “like”, comment and other plugins and functions that are provided by Party A and auxiliary to source pages.

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8.     When exhibiting official platform data, Party B shall guide and instruct its users to follow the Weixin official account that releases such content, and such guidance and instruction shall be obvious, accurate, effective and clear.

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9.     During the performance of this Agreement, Party B shall take safe, effective and rigorous measures to prevent any third party other than parties hereto from grabbing, intercepting, acquiring and using official platform data in any way including but not limited to a Spider program. Party A may require Party B to immediately clean up, rectify or effectively upgrade the prevention measure, if Party A is aware of any third party violation. Party B shall actively cooperate with Party A to take corresponding measures. Party B shall make response within 24 hours after receiving Party A’s written notice and update Party A the processing status every 48 hours in writing during the handling process. Party A has the right to investigate Party B’s liability for breach of contract in accordance with this Agreement, if Party B fails to complete the aforesaid clean-up work with the time frame confirmed by both parties through negotiation or fails to meet the clean-up requirements determined by both parties.

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10.    During the performance of this Agreement, Party B may not set up any subscription systems independent from Weixin official platform based on Weixin Official Platform Data and Contents.

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11.    Both parties shall reach an agreement and confirm in writing (including email, Weixin, or QQ discussion group of personnel designated by the parties) before the name of any product or service relating to Party A (including but not limited to Weixin) as prepared or edited by Party B is put online.

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12.   Without the approval and consent of Party A, Party B shall not itself use or authorize any third party to use “Weixin”, “official account”, “official platform” and other terms or expressions in connection with Weixin or Weixin official platform in the name of any existing or future function, application or product. If any existing or future function, application or product of Party B uses any official platform data, the name of which shall be submitted to Party A for examination beforehand, without the approval and consent of Party A, Party B shall not itself use or authorize any third party to use such names. For purposes of this clause, the examination period of Party A will be 5 working days. The failure of Party A to give a reply during the examination period shall be deemed as a rejection.

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13.    Party B shall immediately rectify its products and services (including but not limited to “Weixin headlines”) which have been put online in accordance with the rights, obligations and cooperation terms prescribed hereby. If Party B fails to complete the rectification within the time limit specified by Party A, then Party A shall be entitled to claim for liability for breach of contract according to

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Exhibit 4.17

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this Agreement. Moreover, during the rectification period, Party A has the right to suspend providing data to Party B and to request Party B to delete the existing data.

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Chapter IV Operations and Security Strategies

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VII. Operation Specifications

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During the term of this Agreement, Party B shall comply with the provisions of Weixin official platform operation rules, including Weixin Official Platform Service Agreement, Weixin Official Platform Operation Specifications, Tencent Service Agreement, Software Licensing and Service Agreement of Tencent Weixin and related specific rules. The related rules are published by Party A on relevant webpages and will be updated according to statutory requirements and operational needs. When any update requires any business adjustment by Party B, Party A shall inform Party B of such in advance.

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VIII. Security Strategy Synchronization

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1.     The cooperation hereunder involves Party A’s product operation and backstage security strategies. Party A owns the operation and management power over Official Platform Data and Contents, and the provision, use and strategic adjustment of such data and contents shall be subject to the confirmation of Party A. Party B shall cooperate with Party A in real-time synchronization as notified by Party A (including but not limited to government supervision requirements, and complaint handling), and make sure the Official Platform Data and Contents strategies are at all times consistent with those of Party A. Any content confirmed by Party A to be deleted shall be synchronized by Party B at the same time and kept from exhibition in any way (including snapshot). In addition, Party B shall inform Party A of its strategies in real time.

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2.     The parties shall establish a security strategy coordination mechanism, and determine security strategies for official account data and contents according to requirements of Party A.

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IX. Complaint & Crisis Management

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1.     Each party shall take responsibility for and clarify system failure or information delay caused by its own reasons. In the event of information transmission delay caused by basic communication platforms of operators, or business breakdown or service cessation caused by change of state laws, regulations, policies or adjustment of operators’ policies, which give rise to consumer complaint against Party A, or business breakdown or service cessation caused by technical failure in the process of information transmission, change of state laws, regulations, policies or adjustment of operators’ policies, either party shall immediately inform the other party so that the parties can handle the same together.

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2.     Party A has the right to deal with Official Platform Data and Contents that involve violation of state laws or regulations or infringe upon legitimate rights and interests of others according to government requirements, user complaint and other reasons and to timely inform Party B for

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Exhibit 4.17

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synchronous handling, to which Party B shall provide active cooperation and assistance as required by Party A and ensure consistent handling strategies and results.

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3.     Party B shall be responsible for handling and clarification of user complaint, punishment imposed by operators or other investigation by government agencies due to reasons caused by Party B. Party A shall be responsible for handling and clarification of user complaint, punishment imposed by operators or other investigation by government agencies due to reasons caused by Party A. In addition, each party shall be liable for compensation for the loss incurred therefrom in accordance with the principles above prescribed.

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4.     Party B shall provide open, explicit and effective complaint handling channels and mechanisms, and shall be responsible for operational liabilities caused by its slackness in handling (within 12 hours after the receipt of a notice from Party A) complaints and other problems.

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Chapter V User Privacy Protection

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X. User Privacy Protection

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1.    The parties hereof shall fully respect and protect user privacy security, and shall not disclose nonpublic information of users without the permission of users. Relevant data information shall only be used for Sogou Search Services expressly stipulated herein and shall not be used for any other purposes.

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2.    Party B shall ensure that privacy protection systems and procedures which are as robust as those of Party A shall be developed in respect of the use of relevant information, so as to ensure that the user privacy information can be effectively protected.

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Chapter VI Intellectual Property Protection

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XI. Intellectual Property Protection

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1.     Neither party may use any trademark and logo owned by the other party during the cooperation in this Agreement for any purpose other than those in this Agreement; other use for the purpose of this Agreement other than for the explicit cooperation hereunder must be subject to the prior consent of the right owner.

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2.     Party B shall use the intellectual property logo and relevant information of the relevant data information for the cooperation hereunder and in compliance with relevant laws and regulations and agreement between the parties, and shall not modify, shield, delete or otherwise change or un-exhibit relevant logos at will.

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Exhibit 4.17

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3.      If either party discovers that any third party infringes the intellectual properties or other lawful rights and interests of the cooperation products, it shall promptly notify the other party, and take measures to claim against the infringer.

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4.     Party A shall own the intellectual properties of Weixin Public Platform and related functions, contents and names according to law. In any case, the intellectual properties owned by Party A shall not be transferred in any form. Any intellectual property of the contents generated from the use of Weixin Public Platform services by a user shall belong to such user or relevant right owner, and Party B shall not infringe the legitimate intellectual properties of the user or relevant right owner.

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5.     The Parties and their staff undertake that they shall not disparage or otherwise damage the trademark, company name and domain name owned by the other party, nor disparage, copy, distort, destroy or otherwise damage the internet webpage or website of the other party.

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6.     This Article shall survive the termination of the term of this Agreement or termination of relevant agreements.

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Chapter VII Confidentiality Obligation

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XII. General Obligations.

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1.    The commercial, marketing, technical, business or other material of either party (“Disclosing Party”) that has been or will be disclosed to the other party (“Receiving Party”) before the date of this Agreement and during the term of this Agreement was either designated as confidential information (or similar mark) at the time of disclosure, or disclosed in a confidential circumstance, or commercially reasonably determined by the parties to be confidential information (“Confidential Information”). During the term of this Agreement and three (3) years thereafter, the Receiving Party must: (A) keep Confidential Information confidential; (B) not use Confidential Information for purposes other than the purposes specified in this Agreement; and (C) not disclose to any other person other than employees of such party (or employees of its affiliates, lawyer, accountant or other consultants) on a need-to-know basis for the performance of their duties; provided that the above person shall sign a written confidentiality agreement in which the degree of confidentiality obligation shall not be lower than that of this Article.

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2.    The obligation stipulated in the preceding Article does not apply to the following information: (A) information that is in the public domain at the time of disclosure or becomes part of the public domain after disclosure, other than as a result of the breach of the confidentiality obligation by the Receiving Party; (B) information that is in the possession of the Receiving Party at the time of disclosure and to which the Receiving Party bears no confidentiality obligation; (C) information obtained by the Receiving Party from a source other than the Disclosing Party through no breach of this Agreement; (D) information provided by the Disclosing Party to a third party without being subject to any confidentiality obligation; or (E) information independently developed by the Receiving Party without using any information disclosed by the Disclosing Party.

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Exhibit 4.17

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3.    Upon expiration or termination of this Agreement, or upon request of the Disclosing Party at any time, the Receiving Party shall: (A) return to the other party (or destroy, upon request of the other party) all materials and data containing Confidential Information of the other party, and (B) within ten (10) days after request of the other party, assure to the other party in writing that the above materials have been returned or destroyed.

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XIII. Disclosure of Trade Secret

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The disclosure of any Trade Secret by either party under any of the following circumstances shall not be deemed as a breach of this Agreement:

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Such information is disclosed with the prior written consent of the other party, and disclosed by a party according to the requirement of law to which it is subject, provided that the disclosing party shall inform the other party in writing in advance of the exact nature of the Trade Secret to be disclosed.

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XIV. Publicity and Statement

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Any intended publicity of any press release, announcement, statement or advertisement of any event in connection with this Agreement or arising from this Agreement (including but not limited to the cooperation relationship between the parties) or promotion of such event shall be submitted to the other party for review and shall be subject to the prior written consent of the other party, but the other party shall not unreasonably withhold or delay such consent. Notwithstanding the foregoing provisions, either party may: (A) subject to the compliance with confidentiality provisions, disclose this Agreement and relevant contents to its shareholders, directors, officers, employees, lawyers, accountants and other professionals, or (B) disclose this Agreement and relevant contents according to the requirements of the securities laws or other relevant laws of its jurisdiction.

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Chapter VIII Breach of the Agreement

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XV. Liability for Breach of Contract

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1.     Either party which breaches any obligation stipulated herein shall bear liability for breach of contract, and indemnify the other party for all losses suffered by the other party therefrom.

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2.     If both parties have fault, the parties shall respectively bear their own liability according to the degree of their respective fault for breach of contract.

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3.     If Party B breaches this Agreement, Party A shall be entitled to require Party B to modify, rectify, adjust or cease its products or services, and shall be entitled to suspend or terminate the call and push of data content on public platform according to the degree of breach until termination of the cooperation hereunder.

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Exhibit 4.17

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4.    If Party B uses any data on public platform in violation of laws and regulations or this Agreement, which causes any loss to a third party, Party B shall promptly clarify and apologize on public media with nationwide influence, and indemnify such third party for the losses suffered by it; where Party B fails to perform this Article, Party A shall be entitled to claim against Party B all expenses incurred by Party A for the settlement, litigation, mediation, arbitration and other dispute resolutions, such as attorney fee, investigation expenses, court costs, arbitration expenses, damages, and compensations.

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Chapter IX Taxation

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XVI. General Requirements

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Either party shall pay its own taxes according to the provisions of Chinese Law.

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Chapter X Term and Termination

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XVII. Term

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This Agreement shall come into force conditioned upon being affixed stamps by the parties. The term of this Agreement commences from March 1, 2021 and expires on February 28, 2022.   The parties have the intention of long-term cooperation, and after the expiration of this Agreement Party B has the right to renew this Agreement under the same conditions with written notice in one month prior to the expiry date .

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XVIII. Termination

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This Agreement is an ancillary agreement of the Strategic Cooperation Agreement (as defined above), and is ancillary to the Strategic Cooperation Agreement in respect of its validity and enforcement. This Agreement shall be immediately terminated upon the occurrence of any of the following circumstance:

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1.     Either party declares bankruptcy or enters into procedures for liquidation or dissolution.

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2.    If either party breaches this Agreement, which causes this Agreement to be unable to be performed continually, or the continued performance cannot achieve the purpose of this Agreement, or such breach has infringed the lawful rights and interests of the other party, the other party shall give a 5 working days’ prior written notice to such party to terminate this Agreement; otherwise, either party may reserve the right of recourse.

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3.    In case of new provisions, the parties may sign a supplementary agreement through friendly negotiation, which shall have equal legal effect with this Agreement.

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4.     If, during the term of this Agreement, the conclusion or performance basis of this Agreement is fundamentally changed due to the issuance of new rules under state laws, regulations, relevant state departments and telecom operators or the change of policy environment, either party may notify the

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Exhibit 4.17

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other party to modify the original agreement through negotiation. If the negotiation fails, either party may terminate this Agreement by giving a 5 working days’ prior written notice to the other party, and shall not bear any liability.

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5.  The Strategic Cooperation Agreement expires or terminates early.

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XIX. Matters after Termination

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1.     The termination of this Agreement shall not affect the outstanding settlement hereunder or the payment obligation and other obligations or rights of either party accrued before the termination.

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2.     Notwithstanding the termination of this Agreement, Chapter V and the obligations stipulated therein shall continue to have binding force upon the parties.

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3.     Upon termination of this Agreement, Party B shall cease acquiring data and content from Party A’s public platform within the period required by Party A, and delete existing contents according to the requirement of Party A.

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Chapter XI Governing Law and Dispute Resolution

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XX. Law

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The signing, effectiveness, interpretation and enforcement of this Agreement and resolution of dispute hereunder shall be governed by the laws of the People’s Republic of China.

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XXI. Negotiation and Mediation

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Any dispute arising from this Agreement shall be settled through friendly negotiation between the parties; if negotiation fails, either party may file a lawsuit before the People’s Court of Nanshan District, Shenzhen at the domicile of Party A.

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Chapter XII Supplementary Provisions

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XXII. Waiver

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No failure by a party to exercise or timely exercise any right, power or priority under this Agreement shall operate as a waiver of that right, power or priority, nor shall any single or partial exercise of any right, power or priority prevent the future exercise of any right, power or priority.

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XXIII. Modification

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This agreement shall not be modified unless by a written agreement signed by the parties.

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Exhibit 4.17

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XXIV. Entire Agreement

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

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XXV. Successors

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This Agreement shall bind upon and inure to the benefit of the parties and their respective lawful successors and assigns.

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XXVI. Force Majeure

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1.      In case of Force Majeure, the performance of obligations of the parties hereunder will be suspended within the affected scope and duration of Force Majeure. Neither party shall bear any liability therefrom.

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2.     Either party which claims to suffer Force Majeure shall notify the other party no later than 5 working days after the occurrence of Force Majeure, and subsequently a written certification with respect to Force Majeure confirmed by relevant authorities, and shall minimize the impact of Force Majeure to the extent possible.

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3.     In case of Force Majeure, the parties shall immediately discuss the problem resolution plans. If Force Majeure lasts for more than thirty (30) days, and has a material adverse impact on the performance of this Agreement, either party may terminate this Agreement.

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XXVII. Assignment

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Without the prior written consent of the other party, neither party may assign this Agreement or its rights and obligations hereunder to any third party in part or in whole.

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XXVIII. Notice

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Any notice or other communications sent according to this Agreement shall be in writing (including email), and sent to the following address of the parties (including email address) or other address and/or email address subsequently notified by a party to the other party in writing:

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If to Party A:

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Address:

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Email address:

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If to Party B:

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Exhibit 4.17

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Address:

Email address:

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XXIX: Miscellaneous

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1.     This Agreement shall be made in two counterparts in Chinese with each party holding one. Such two counterparts shall have the same legal effect.

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2.     Any matter not mentioned herein shall be subject to the provisions of Chinese Law.

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3.     Appendixes hereto are integral part of this Agreement. In case of any conflict between the appendixes and this Agreement, this Agreement shall prevail. Any matter not referred to herein shall be subject to the appendixes hereto and the separate written agreements between the parties.

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Signed by:

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Exhibit 4.18C

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The Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement

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This Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Third Supplemental Agreement”) is made by the following parties on February 14, 2021:

⑴          Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at 35/F, Tencent Building, Kejizhongyi Road, Maling Community, Yuehai Street, Nanshan District, Shenzhen (“Tencent”)；

(2)          Sohu.com Limited, a corporation duly established and validly existing under the laws of Cayman Islands, with its legal address at PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands (“Sohu”)；

(3)          Sogou Inc., a corporation duly established and validly existing under the laws of the Cayman Islands, with its legal address at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“Sogou Inc.”）；

(4)          Beijing Sogou Technology Development Co., Ltd., a corporation duly established and validly existing under the laws of the People’s Republic of China, with its legal address at Room 01, 9/F Sohu.com Internet Plaza, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou China”)；

(5)          Beijing Sogou Network Technology Co., Ltd., a corporation duly established and validly existing under the laws of the People's Republic of China, with legal address at Room 03, 10/F, Building 9, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou Network”)；

(6)          Beijing Sogou Information Service Co., Ltd., a corporation duly established and validly existing under the laws of the People's Republic of China, with its legal address at Room 02, 9/F Sohu.com Internet Plaza, No. 1 Park Zhongguancun East Road, Haidian District, Beijing (“Sogou Information”)；

(7)          Shenzhen Shi Ji Guang Su Information Technology Co., Ltd., a corporation duly established and validly existing under the laws of the People's Republic of China, with its legal address at 16/F, Tencent Building, Kejizhongyi Road, Yuehai Street, Nanshan District, Shenzhen, Guangdong Province, China (“Shi Ji Guang Su”).

The parties mentioned above shall hereinafter be referred to individually as a “Party”，and collectively as the “Parties”. In particular, Sogou Inc., Sogou China, Sogou Network, Sogou Information and Shi Ji Guang Su are collectively referred to as “Sogou”.

Whereas,

The Parties entered into the Amended and Restated Business Development and Resource Sharing Agreement (the “Agreement”) on September 25, 2017, and Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”), the First Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“First Supplemental Agreement”), and the Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Second Supplemental Agreement”, together with the Agreement, the Supplemental Agreement and the First Supplemental Agreement collectively as the “Original Agreements”) on October 13, 2017, September 20, 2018 and October 24, 2019 respectively.

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Upon amicable consultation, the Parties amend the Original Agreements as follows:

1.            The Parties agree to extend the validity period of Subparagraph (3) of Paragraph 1 of Clause 2 “Amendment to the Strategic Principles of Business Development and Resource Sharing” of the First Supplementary Agreement for one year to September 15, 2021, i.e. the Subparagraph is modified as follows: The search function inside Weixin/WeChat is not the above- mentioned “general search engine”, and is not subject to the above provision that “such default general search engine shall be the search engine powered by Sogou”. However, from September 16, 2020 to September 15, 2021, under equivalent conditions and subject to Tencent’s requirements for user experience, Sogou Search will be the preferred third-party search function to power such a Weixin/WeChat search function that allows Weixin/WeChat users to access Internet information outside Weixin/WeChat for that period. Without prejudice to user experience, the cooperation herein may be extended for additional successive one-year periods during the Cooperation Period.

2.            Miscellaneous

2.1          Effectiveness. This Third Supplemental Agreement shall become effective when the Parties sign or seal on the date first written above.

2.2          Validity. This Third Supplemental Agreement shall become an integral part of the Original Agreement when it becomes effective, and shall have the same legal force as the Original Agreement. If there is any discrepancy between the provisions of this Third Supplemental Agreement and the Original Agreement, this Third Supplemental Agreement shall prevail, and the other provisions of the Original Agreement shall remain fully effective.

2.3          Definition and Interpretation. Unless otherwise stated, the words used herein shall have the same meanings set forth in the Original Agreement.

2.4          Counterparts. This Third Supplemental Agreement may be made in multiple counterparts. All counterparts shall be originals when they are signed and delivered, and together constitute the same one agreement.

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[Signature Page]

IN WITNESS WHEREOF, the Parties hereto have caused this Third Supplemental Agreement to be executed by their respective authorized representatives on the date and year first written above.

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Exhibit 8.1

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List of significant subsidiaries and VIEs of the Registrant

Wholly-Owned Subsidiaries:

· Sogou (BVI) Limited, incorporated in the British Virgin Islands

· Beijing Sogou Technology Development Co., Ltd., incorporated in the PRC

· Sogou Hong Kong Limited, incorporated in Hong Kong

· Vast Creation Advertising Media Services Limited, incorporated in Hong Kong

· Beijing Sogou Network Technology Co., Ltd., incorporated in the PRC

· Sogou Technology Hong Kong Limited, incorporated in Hong Kong

· Sogou (Shantou) Internet Microcredit Co., Ltd., incorporated in the PRC

· Sogou (Hangzhou) Intelligent Technology Co., Ltd., incorporated in the PRC

· Shantou Ying Zhong Bai Fu Financing Guarantee Co., Ltd., incorporated in the PRC

Consolidated Variable Interest Entities:

· Beijing Sogou Information Service Co., Ltd., incorporated in the PRC

· Beijing Shi Ji Si Su Technology Co., Ltd., incorporated in the PRC

· Chengdu Easypay Technology Co., Ltd., incorporated in the PRC

· Consolidated Trust, established in the PRC

Exhibit 12.1

I, Xiaochuan Wang, certify that:

1. I have reviewed this annual report on Form 20-F of Sogou Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

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Exhibit 12.2

I, Fion Zhou, certify that:

1. I have reviewed this annual report on Form 20-F of Sogou Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

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Exhibit 13.1

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Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934

In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaochuan Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2020 and results of operations of the Company for the year ended December 31, 2020.

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Exhibit 13.2

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Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934

In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fion Zhou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2020 and results of operations of the Company for the year ended December 31, 2020.

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Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222343) of Sogou Inc. of our report dated March 18, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.

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/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
March 18, 2021

Exhibit 15.2

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March 18, 2021

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Sogou Inc.

Level 15, Sohu.com Internet Plaza,

No. 1 Unit Zhongguancun East Road, Haidian District,

Beijing 100084

People’s Republic of China

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Re: Consent of Commerce & Finance Law Offices

We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors” and “Business Overview – Organizational Structure” in the annual report on Form 20-F of Sogou Inc. (the “Company”) for the Company’s fiscal year ended December 31, 2020 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) on or about March 18, 2021 (the “Form 20-F”), and to the incorporation by reference in the Company’s Registration Statement on Form S-8 (File No. 333-222343) filed with the SEC on December 29, 2017 of such references to our firm and summaries of our firm’s opinions included under such headings.

We also hereby consent to the filing of this consent letter as an exhibit to the Form 20-F.

Yours sincerely,

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