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WorkHQ General Terms and Conditions of Services

Version 1.0 dated on August 23, 2016

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using WorkHQ service (the “Service”) operated by Well Safe Ltd (“us”, “we”, or “our”). By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing a Sales Order (as defined in section 1.8 below), You agree to the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent and warrant to Us that You have the legal authority to bind such legal entity and its affiliates to this Agreement, in which case references to “You” and “Your” in this agreement shall mean such entity and its affiliates. If You do not have such authority or if You do not agree with the terms and conditions of this agreement, You shall not accept this Agreement and You may not use any of the Services.

Except with Our prior written consent, You may not access the Services if You are Our direct competitor. Accordingly, by Your acceptance of this Agreement or Your use of the Services, You represent and warrant to Us that You are not Our direct competitor. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality or for any other benchmarking or other competitive purposes.

  1. DEFINITIONS

    The following definitions shall be used for purposes of this Agreement. Other terms defined in other sections or any terms referenced in this Agreement shall apply to the entirety of this Agreement.

    1. “Affiliate” means an entity that controls, is controlled by or is under common control with a party to this Agreement at any time during the Term of this Agreement, where control means, for purposes of this definition, a direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    2. “Contract Effective Date” means the earlier of the date Your Sales Order is entered into Our system or the date You accept this Agreement through online channel.
    3. “Cloud Services” means, collectively, notably Amazon Web Services cloud services (e.g., Amazon Web Services software as a service offerings and related programs) or other cloud services provided by Us, listed in Your Sales Order and defined in the Service Specifications. The term “Cloud Services” does not include Professional Services.
    4. “Intellectual Property” shall include, without limitation, copyrights, trade-secrets, trademarks, trade-names, domain names, patents, know-how, formulation, data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial, contractual and marketing information and all other intellectual, proprietary or industrial property and like rights, whether or not registered, and any of the applications thereof. Intellectual Property also includes all modifications to, and derivative works of, all of the foregoing.
    5. “Professional Services” means, collectively, the consulting and other professional services which You have ordered. Professional Services include any deliverables described in Your Sales Order and delivered by Us to You under the Sales Order. The term “Professional Services” does not include Cloud Services.
    6. “Program Documentation” refers to the user manuals referenced within the Service Specifications for Cloud Services, as well as any help and readme files for the Cloud Services that are accessible within the Services. The Program Documentation describes technical and functional aspects of the Cloud Services.
    7. “Sales Order” means a sales order form executed or acknowledged by You that describes the Services, fees, support plans, expenses, Services Specifications and any special terms for using the Services that You have ordered. The Sales Order may also be in electronic form and is hereby deemed incorporated herein.
    8. “Services” means, collectively, both the Cloud Services and Professional Services that You have ordered.
    9. “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by Us to which We grants You and Your Users access as part of the Cloud Services which You have ordered. As applicable and subject to the terms of this Agreement and Your Sales Order, Third Party Content and Your Content may be hosted in the Services Environment.
    10. “Service Specifications” means the descriptions that are applicable to the Services under Your Sales Order, including any Program Documentation, hosting, support and security policies, and other descriptions referenced or incorporated in Your Sales Order.
    11. “Services Period” refers to the period of time for which You have ordered Cloud Services as specified in Your Sales Order.
    12. “Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services and are identified as third-party applications.
    13. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources other than Us and You and made available to You through, within, or in conjunction with Your use of, the Cloud Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, data libraries and dictionaries, and marketing data.
    14. “Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Cloud Services in accordance with this Agreement and Your Sales Order. For Cloud Services that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Cloud Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your Sales Order.
    15. “We”, “Us” or “our” means Work HQ, a private company in Hong Kong, and its Affiliates, subsidiaries and successors and assigns.
    16. “You” or “Your” means the company or other legal entity for which You are accepting this Agreement, the Affiliates of that company or legal entity, and their permitted successors and assigns.
    17. “Your Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, produced or provided by You to Us in any format in the use of our Services.
  2. MODIFICATIONS

    1. You agree that We may modify this Agreement, any terms or policy concerning use of the Services or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of this Agreement or such Additional Policy on Our website (http://workhq.com). The revised terms shall supersede the previous versions and shall be effective upon its publication.
    2. By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, You agree to be bound by the revised version of this Agreement or any revised Additional Policies. It is Your responsibility to check Our website regularly for any changes to this Agreement or Additional Policies. We last modified this Agreement on the date set forth at the top of this Agreement.
  3. LICENSE, RESTRICTIONS, AND OWNERSHIP

    1. License to the Services.

      Subject to the terms and conditions of this Agreement, upon Your acceptance of this Agreement and full payment of all applicable fees due to Us under this Agreement, We will grant to You and Your Users for the Term of this Agreement a non-exclusive, non-transferable, non-sublicensable (except as expressly allowed in this Agreement), revocable (in accordance with this Agreement) limited right and license to access, use the Services purchased by You in accordance with the Sales Order. No other access to, or use of, the Services shall be made by You except as expressly granted hereunder without the prior written consent of Us. All rights not expressly granted herein with respect to the Services are reserved to Us.

    2. Our Intellectual Property and Ownership Rights.

      We retain any and all right, title and interest in and to Services. Except for the license rights expressly granted herein, this Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other Our Intellectual Property. You receive no rights to and will not, except as expressly permitted herein, sell, assign, lease, market, transfer, encumber or suffer to exist any lien or security interest in Our Intellectual Property. You agree that You will not, either during or after the termination of this Agreement, contest or challenge the ownership of the Intellectual Property rights in and to the Services.

    3. Ownership of Your Content.

      You exclusively own all rights, title and interest in and to all Your Content. To enable Us to provide You and Your Users with the Services, You grant Us the right to use, process and transmit, in accordance with this Agreement and Your Sales Order, Your Content for the duration of the Services Period plus any additional post-termination period. We will not be responsible for any use, disclosure, modification or deletion of Your Content resulting from any such access by third party program providers or cloud-based operators from any such access by third party program providers or for the interoperability of such third party programs with the Services.

    4. No Delivery and Shipping Obligation.

      Except as otherwise expressly set forth in Your Sales Order, You acknowledge that We have no delivery and shipping obligation for Our Cloud Services and will not deliver and ship copies of programs or software to You as part of the Services. For any questions contact us at support@workhq.com.

  4. USE OF THE SERVICES

    1. Provision of Services.

      We shall make the Services purchased by You available to You pursuant to this Agreement and the Sales Order during a subscription term. You agree that Your purchases of Services under this Agreement are neither contingent on the delivery of any future functionality or features dependent on any oral or written public comments made by Us regarding future functionality or features.

    2. Our Responsibilities.

      In addition to other responsibilities set forth in this Agreement or any applicable Additional Policies, We will:

      1. provide You basic support for the Cloud Services at no additional charge and Professional Services if purchased by You separately; and
      2. use commercially reasonable efforts to make the Cloud Services available 24 hours a day, seven days a week, except for (a) planned downtime (of which We will give at least 8 hours notice through e-mail or notice in the Cloud Services or Our website) or (b) any unavailability caused by circumstances beyond Our reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or failures or delays caused by internet infrastructure, incompatibility of your hardware or software, etc..
    3. Your Responsibilities.

      In addition to other responsibilities set forth in this Agreement or the Sales Order, You and Your Users shall:

      1. comply with the terms and conditions of this Agreement;
      2. be solely responsible for the accuracy and completeness of Your configuration and set-up of the Services;
      3. be solely responsible for the accuracy, quality, integrity and legality of Your Content;
      4. use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and to promptly notify Us of any such unauthorized access or use;
      5. be solely responsible for the maintenance and use of Your hardware, network, ISP and software, etc.;
      6. use the Services only in accordance with this Agreement and any other specifications provided by Us and applicable laws and regulations.
    4. Restrictions.

      Except as expressly permitted hereunder, the Services shall be used by You only for the processing of Your own business, and You shall not permit any third-party to use or access the Services. In addition, You will not and will not permit any of Your Users or any other party to:

      1. reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the Services or any component thereof, except as specifically permitted by law for interoperability;
      2. modify, translate or prepare derivative works of the Services or any component hereof;
      3. copy or reproduce the Services or any component thereof, other than as expressly provided in this Agreement;
      4. use the Services in any manner that infringes our Intellectual Property or other rights, Our Affiliates, licensors or another party;
      5. distribute, re-distribute, sublicense (other than as expressly allowed in this Agreement), assign, share, sell, rent, lease, or grant a security interest in the Services;
      6. interfere or attempt to interfere in any manner with the functionality or proper working of the Services;
      7. publish the Services or any part of the Services for others to copy;
      8. attempt to avoid or circumvent the security measures set up to protect the Services from unauthorized use;
      9. make the Services available to anyone other than Your Users;
      10. use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material or to store or transmit material in violation of third-party privacy rights;
      11. interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
      12. attempt to gain unauthorized access to the Services or their related systems or networks; and
      13. access the Services to build a competitive product or service or to copy any features, functions or graphics of the Services.
    5. Our IP Address.

      You acknowledge that We have no obligation to provide You with Our Internet Protocol (“IP”) addresses. Upon Your written request, We may in Our sole discretion disclose Our IP address to You and such IP address shall be deemed Our Confidential Information (as defined in Section 12 below). You acknowledge and agree that You will use or otherwise rely upon Our IP addressing at Your own risk. We expressly reserve the right to alter Our IP address at any time with no prior notification to You or any other party. Even if We provide You with Our IP address, We shall not be liable to You or any other party in any way for Your use of, or reliance upon, Our IP address (including, but not limited to, losses or damages resulting from the failure of Your firewalls or other security measures and Your failure to update Your systems as a result of changes to Our IP addresses).

  5. SERVICE PERIOD

    1. Initial Term.

      This Agreement is effective as of the Contract Effective Date. And the initial term (“Initial Term”) of this Agreement will commence on the date determined to end 12 months after the Contract Effective Date (unless otherwise agreed by the parties in the Sales Order);

    2. Renewals.

      If You signed up for an auto-renewing subscription of Services in your Sales Order, upon expiration of the Initial Term and any renewal term, this Agreement shall automatically renew for successive 12-month periods (or the same period of Initial Term as provided in your Sales Order) unless You notify Us of Your decision to terminate the Service, provided however that You shall process payment of the fees for Services of the renewed term prior to the commencement of any renewal term.

  6. TERMINATION

    1. Termination by User for Convenience.

      You may terminate this Agreement for no reason, at Your convenience, by contact us at support@workhq.com and by, closing the Your account for any Service that We provides an account closing mechanism. Such termination shall be effective on the last day of the then-current Term and if You terminate this Agreement pursuant to this Section 6.1, You acknowledge and agree that You will not be entitled to a refund of any kind.

    2. Termination for Cause.

      We or You may terminate this Agreement for cause:

      1. upon 30 days prior written notice to the other party of a material breach if such breach remains uncured at the expiration of such 30-day period; or
      2. subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings, disposal of its assets, failure to continue its business, assignment for the benefit of creditors, or if the other party becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding.
    3. Termination or Suspension by Us Other than for Cause.

      We may

      1. suspend Your right to access any of the Services, or
      2. terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for no reason, at Our discretion at any time by providing You 60 days’ advance notice in accordance with the notice provision set forth in this Agreement.
    4. Termination or Suspension by Us for Cause.

      In addition to other termination rights set forth in this Agreement, upon notice to You in accordance with the notice provision set forth in this Agreement, We may immediately suspend Your right to use any Service or may immediately terminate this Agreement in its entirety (and, accordingly, Your right to use all Services), for cause, if:

      1. You or any User attempts a denial of service attack on any of the Services;
      2. You or any User seeks to hack or break any security mechanism on any of the Services or We otherwise determine that Your use or Your User’s use of the Services poses a security or service risk to Us, to any user of services offered by Us, to any third-party sellers on any of Our websites, or to any of Our or third-party seller’s customers or may subject Us or any third- party to liability, damages or danger;
      3. You or Your Users otherwise use the Services in a way that disrupts or threatens the Services;
      4. You are in default of any payment obligations under this Agreement and fail to cure such default within 30 days after receipt of notice;
      5. We determine, at Our sole discretion, there is evidence of fraud with respect to Your account;
      6. You use any of Our trademarks, trade name, logo or other Intellectual Property other than as expressly permitted herein;
      7. We receive notice or We otherwise determine, at Our sole discretion, that You or any of Your Users may be using the Services for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights (including, but not limited to, Intellectual Property rights) of any third-party;
      8. We determine, at Our sole discretion, that Our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or
      9. Pursuant to other provisions in this Agreement that expressly permit Us to immediately terminate this Agreement.
  7. EFFECT OF SUSPENSION OR TERMINATION

    1. Suspension.

      Upon Our suspension of Your access or use of any Services, in whole or in part, for any reason:

      1. fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension;
      2. You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and
      3. all of Your rights with respect to the applicable Services shall be terminated during the period of suspension.
    2. Termination.

      Upon termination of this Agreement for any reason:

      1. You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services;
      2. all of Your rights under this Agreement shall immediately terminate; and
      3. You shall immediately return, or if instructed by Us, destroy all Our Confidential Information in Your possession.
    3. Refund or Payment upon Termination.

      Upon any termination for cause by You as provided in Section 6.2 above or upon any termination other than for cause by Us as provided in Section 6.3 above, We will refund You any prepaid fees covering the remainder of the Term of all Your Service subscriptions after the effective date of termination of this Agreement. Upon termination for cause by Us as provided in Sections 6.2 or 6.4 above, You shall not be entitled to a refund of any prepaid fees and You shall pay any unpaid fees covering the remainder of the Term of all of Your Service subscriptions after the effective date of termination of this Agreement. In no event shall any termination relieve You from the obligation to pay any fees payable to Us for the period prior to the effective date of termination of this Agreement.

  8. DATA PRESERVATION IN THE EVENT OF SUSPENSION OR TERMINATION

    1. In the Event of Suspension Other Than for Cause.

      Except with respect to a for cause suspension under Section 6.4 above, in the event of a suspension by Us of Your access to any Service for any reason, during the period of suspension:

      1. We will not take any action to intentionally erase any of Your Content stored on the Services for the period of time required by applicable law; and
      2. applicable Service data storage charges, if any, will continue to accrue.
    2. In the Event of Termination Other Than for Cause.

      Except with respect to a for cause termination under Sections 6.2 or 6.4 above, in the event of any termination of any Service or termination of this Agreement in its entirety:

      1. We will not take any action to intentionally erase any of Your Content stored on the Services for the period of time required by applicable law, and applicable Service data storage charges, if any, will continue to accrue; and
      2. We cannot guarantee that Your Content stored can be retrieved.
    3. In the Event of Other Suspension or Termination.

      Except as provided in Sections 8.1 and 8.2 above and except as required by applicable law, We will not take any action to intentionally erase any of Your Content stored on the Services , provided however, we declare that we shall have no obligation to continue to store Your Content during any period of suspension or termination.

  9. SERVICE SUSPENSIONS AND SECURITY

    1. Service Suspensions.

      Except as otherwise agreed in this Agreement, in addition to Our right to terminate or suspend Services under this Agreement, You acknowledge that:

      1. Your access to, and use of, the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including, but not limited to, as a result of power outages, system failures or other interruptions;
      2. We shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis:

        1. for scheduled maintenance and updates to permit Us to conduct maintenance or make modifications to any Service;
        2. in the event of a denial of a service attack or other attack on the Services or other event that We determine, at Our sole discretion, may create a risk to the applicable Service, to You or to any of Our other customers if the Service were not suspended; or
        3. in the event We determine that any service is prohibited by law or We otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).
      3. Without limitation to the disclaimers in this Agreement, We shall have no liability whatsoever for any damage, liabilities, losses (including, without limitation, any penalties, interest or loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent We are able, We will endeavor to provide You notice of any Service Suspension in accordance with the notice provisions in this Agreement and to post updates on Our Website or in the Services Environments regarding resumption of Services following any such suspension, but We shall have no liability for the manner in which We may do so or if We fail to do so.
    2. Security.

      We strive to keep Your Content secure, but cannot guarantee that We will be successful at doing so given the nature of the Internet. Accordingly, You acknowledge that You bear sole responsibility for the adequate security, protection and backup of Your Content. We strongly encourage You, where available and appropriate, to

      1. use encryption technology to protect Your Content, from unauthorized access,
      2. routinely archive Your Content, and
      3. keep Your software that You use to run the Services current with the latest security patches or updates. We shall have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any Your Content, loss of sales, loss of funds etc, whether caused by any hacker activity or for any other reason.
  10. FEES; BILLING; PAYMENT

    1. Fees.

      All fees are quoted and payable in USD or any other currency permitted under the applicable laws. For Services provided during the Initial Term, the fees owed by You shall be as set forth in the Sales Order. We will invoice You for any excess fees or other overages in Your particular Service subscription plan at the rate specified in the Sales Order or any amendments thereto. If no overage rate is specified in the Sales Order, You will be charged Our then-current rate for such overages. Unless otherwise agreed by the parties in writing, following the Initial Term, fees are subject to annual increases, which such increase shall be effective the first day of any renewal term.

    2. Trial Use and Refunds.

      We offer trial use plan which shall be agreed in the Sales Order. In case of a trial use, notwithstanding anything to the contrary in this Agreement, during the Initial Term only, You may terminate a particular Service by providing 14 days’ prior written notice to Us. If We receive Your written notice to terminate a particular Service within 14 calendar days after the Contract Effective Date, You will be entitled to a full refund of all applicable fees paid for such terminated Service. If We receive Your written notice to terminate a particular Service 15 calendar days or more after the Contract Effective Date, You will not be entitled to any refund and You shall owe all fees for the balance of the Initial Term, unless the transaction is proved to be fraudulent. Notices of termination described in this Section 10.2 must be e-mailed to Us at Our headquarters’ address specified on Our website. After receiving the refund, You will not be entitled to use or access the Services.

    3. Billing.

      Except as otherwise expressly provided in this Agreement or a Sales Order, We bill and collect in advance for use of the Services. We currently use electronic and paper invoicing, credit card processing, wire transfers, and online payment channels as methods of collection. Upon Your execution of the Sales Order, You will be invoiced the full amount of all fees associated with the Initial Term (including, but not limited to, annual subscription fees, implementation fees, support plan fees, and other fixed, pre-determined fees). For each renewal term, You will be invoiced in advance all fees (including, but not limited to, the annual subscription fees, support plan fees and other fixed, pre-determined fees).

    4. Payment.

      Except with respect to activation and implementation fees of any Service, which payment is due upon Your receipt of invoice, all invoices for Services, Professional Services and other amounts due by You under this Agreement are due and payable within 30 days of the date of invoice. All amounts payable by You under this Agreement will be made without offset or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify Us and shall pay such additional amounts to Us as necessary to ensure that the net amount that We receive, after such deduction and withholding, equals the amount We would have received if no such deduction or withholding has been required. You shall provide Us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority. In addition to other remedies afforded to Us under this Agreement, any delinquent amount owing under this Agreement shall accrue late payment penalty after the payment is due until paid in full at the rate of 0.3% per calendar day or the maximum amount permitted by law, whichever is less.

    5. Your purchase terms are Invalid.

      You hereby acknowledge that Your order of Services or any Professional Services are governed by the terms and conditions of this Agreement, and that the terms and conditions contained in any purchase order supplied by You or any other party on Your behalf to Us are not effective, are null and void, and are superseded by the terms and conditions of this Agreement even if such purchase order is:

      1. received by Us;
      2. received by Us and We provide Services or Professional Services to You; or
      3. signed by Our employee.
    6. Taxes.

      The fees under this Agreement are exclusive of all taxes. You shall pay (and We shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any national and local sales, use, goods and services, value-added and personal property taxes on any payments due in connection with the Services and Professional Services provided hereunder. In no event will You be obligated to pay any tax based on Our income or Our personnel.

  11. INDEMNIFICATION

    You agree to defend Us, Our Affiliates and Our respective officers, directors, employees and agents (collectively, “Our Indemnified Parties”) against any third-party claims, and indemnify and hold harmless the Our Indemnified Parties for any losses, expenses or costs (including, but not limited to, reasonable attorneys’ fees) incurred by any of them as a result of such third-party claims that arise out of or are based upon:

    1. content or data stored or transmitted by You through the Services;
    2. any failure by You to perform or comply with any of Your obligations under this Agreement;
    3. Your failure to comply with applicable laws or regulations.
  12. CONFIDENTIAL INFORMATION

    1. Definition of Confidential Information.

      Each party acknowledges that confidential information, including, but not limited to, trade secrets, technical, financial and business information (collectively, “Confidential Information”) may be exchanged between the parties pursuant to this Agreement. Confidential Information does not include information that is:

      1. already known by the receiving party without an obligation of confidentiality;
      2. publicly known or becomes publicly known through no unauthorized act of the receiving party;
      3. rightfully received from a third-party without any obligation of confidentiality to the disclosing party;
      4. independently developed by the receiving party without use of the Confidential Information of the disclosing party;
      5. approved by the disclosing party for disclosure in this Agreement or other writing; or
      6. required to be disclosed pursuant to a subpoena, court order or requirement of a governmental agency or law so long as the receiving party provides the disclosing party with notice prior to any such disclosure and takes all reasonable steps to maintain the information in confidence.
    2. Protection of Confidential Information.

      Each party shall use no less than the same means it uses to protect its similar Confidential Information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other party. Each party agrees that it will not disclose or use the Confidential Information of the other party, except for the purposes of this Agreement and as authorized in this Agreement. You shall cause and require that all of Your Users be bound by the confidentiality obligations under this Agreement and to safeguard and maintain Our Confidential Information in strict confidence. While maintaining the confidentiality of Your Confidential Information pursuant to this Agreement, You hereby permit Us to use Your Content for aggregation and business intelligence purposes, including, but not limited to, for Us to develop a new feature that will be beneficial to You.

  13. YOUR CONTENT

    1. Use Your Content.

      By entering into this Agreement, it is expressly agreed by You that We may use Your Content collected in the course of provision of the Service within our own applications or within third party applications as follows:

      1. Provide Services to You;
      2. Use Your Content in identification, user service, security, fraud monitor, filing and records to ensure safety of Our service provided to You;
      3. Use Your Content for machine learning process;
      4. Use your Content for ads targeting;
      5. Help Us to design new service and improve present Services;
      6. Help Us to know more about how You use and access to Our Service;
      7. Use your contact information in order to contact You with regards to Our own software products promotions; and
      8. Other uses that are not prohibited by the applicable laws.
    2. Your Content We may share

      Except provided as below, We would not share Your any data to any third-party:

      1. Provide Our Services to You;
      2. Perform the responsibilities and obligations under this Agreement or applicable laws;
      3. Do so in compliance with any orders or writs issued by competent administrative or judicial organs.
  14. PROMOTIONAL RIGHTS

    You expressly agree that We may post Your name or logo on Our website as well as other promotion materials. You also agree Us to issue a mutually acceptable press release. This press release may contain appropriate quotes from You or Your senior executives. You agree that it will serve as a reference account for Us.

  15. DISCLAIMERS AND EXCLUSIVE REMEDIES

    1. EXCEPT WHERE AN EXPRESS LIMITED WARRANTY IS PROVIDED IN THIS AGREEMENT AND TO THEN MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE CLOUD SERVICES, PROFESSIONAL SERVICES AND ALL INTELLECTUAL PROPERTY AND OTHER INFORMATION PROVIDED BY US, OUR AFFILIATES OR OUR LICENSORS IN CONNECTION THEREWITH ARE PROVIDED “AS IS”; AND (B); WE, OUR AFFILIATES AND OUR LICENSORS HEREBY DISCLAIM ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
    2. WE DO NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY US, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT AND THIRD PARTY APPLICATIONS.
    3. FOR ANY BREACH OF THIS AGREEMENT BY US, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
  16. LIMITATION OF LIABILITY

    IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE. OUR AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR SALES ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO US FOR THE SERVICES UNDER THE SALES ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM US UNDER SUCH SALES ORDER.

  17. NOTICES

    1. Notices to You.

      Except as otherwise set forth in this Agreement, notices made by Us to You under this Agreement that affect Our customers generally will be posted on Our Website. Notices made by Us under this Agreement for You or Your account specifically (e.g., notice of breach or suspension) will be provided to You via first class mail or e-mail to the mailing or e-mail address provided to Us during Your registration for the Services or will be provided to any updated mailing or e-mail address You provide to Us in accordance with standard account information update procedures We may provide from time to time. It is Your responsibility to keep Your mailing and e-mail address current with Us and You will be deemed to have received any mail or e-mail sent to any such mailing or e-mail address upon two business days after We send the mail or upon We sending the e-mail, whether or not You actually receive the mail or e-mail.

    2. Notices to Us.

      Except with respect to cancellation notices per Section 6 above, all notices to be given to Us under this Agreement will be in writing, will be delivered to Our headquarters at the address specified on Our Website, and will be deemed to have been duly delivered:

      1. when received, if hand delivered;
      2. seven business days after being sent by certified mail, postage prepaid and return receipt requested;
      3. when received, if sent by e-mail or fax (with confirmation of receipt) during a business day (Monday through Friday) during the hours of 9:00 a.m. to 5:00 p.m ;or
      4. the next day, when sent by reliable, commercial overnight courier providing receipt of service. If notice is sent after 5:00 p.m. or during a weekend or public holidays, then such notice shall be deemed delivered the next business day during business hours.
  18. GENERAL PROVISIONS

    1. No Professional Tax Opinions or Advice.

      You acknowledge and agree that We do not provide professional tax opinions or tax management advice specific to the facts and circumstances of Your business. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.

    2. Injunctive Relief.

      You acknowledge that due to the nature of the Services and the inherent difficulty of adequately protecting the Intellectual Property and Our proprietary rights in the Services and other Confidential Information disclosed by Us, a breach of this Agreement will cause Us irreparable harm for which money damages would be an inadequate remedy. Therefore, We are entitled to seek injunctive relief to protect its rights under this Agreement, in addition to any remedies available under this Agreement, at law or in equity. You agree to assign to Us Your right to bring an action for violation of Intellectual Property or other proprietary rights against any third parties accessing the Services through You or Your Users. You agree that no bond or security shall be required of Us as a condition of obtaining any injunctive or other relief to enforce Our rights under this Agreement.

    3. Governing Law and Venue.

      This Agreement shall be governed by the laws of the Hong Kong, without regard to the choice or conflicts of law provisions of such jurisdictions and any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of a court located in Hong Kong, and each party waives any claim that a more convenient forum can be found.

    4. Legal Expenses.

      In any action arising out of this Agreement, the substantially prevailing party shall be entitled to an award of reasonable attorneys’ fees plus reasonable legal expenses, including, without limitation, fees and costs incurred on appeal, expert witness fees, court costs, service and filing fees, collection costs and statutory costs. In the event of a default in payment hereunder, We may recover Our costs of collection, including but not limited to, reasonable attorneys’ fees.

    5. Successors and Assigns.

      Except as otherwise provided in this Section 18.5, no party may assign all or any part of its rights, or delegate all or any of its obligations, under this Agreement without the other party’s prior written consent, which consent may not be unreasonably withheld. Any attempt to assign this Agreement without such consent will be null and void. Notwithstanding the foregoing, We may assign any of Our rights or obligations without Your prior written consent in the event of:

      1. a merger, reorganization or consolidation;
      2. a sale or other transfer of all or substantially all of Our assets; or
      3. a transfer of more than 50% of Our outstanding voting equity securities in one transaction or a series of related transactions.

      Subject to the foregoing, this Agreement shall bind and inure to the benefit of each party’s permitted successors and assigns.

    6. Force Majeure.

      We shall not be liable for any delay or failure in performance of Our obligations under this Agreement to the extent such delay or failure is caused by fire, flood, strike, civil riots, governmental or military authority action, act of terrorism or war, act of God, or other similar causes beyond Our reasonable control and without Our fault or negligence.

    7. Severability.

      If any provision of this Agreement is determined to be invalid or unenforceable in any relevant jurisdiction, then to the fullest extent permitted by law:

      1. it will be deemed modified to the extent necessary to make it enforceable in that jurisdiction and consistent with the original intent of the parties;
      2. all other provisions of this Agreement will remain in full force and effect.
    8. Links.

      Our Website or the Services may contain links to websites that are not under Our control (“Third-Party Sites”). We are not responsible for the contents or functionality of any Third-Party Sites or any website that can be accessed via links on any Third-Party Site. We provide these links to You as a convenience and the inclusion of any such links does not constitute or imply Our endorsement or validation of any Third-Party Site.

    9. Waiver; Cumulative Rights and Remedies.

      A party’s failure, at any time, to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right or remedy accruing hereunder, nor shall any waiver of any breach or obligation constitute a waiver of any subsequent breach or obligation. A waiver of any right accruing to either party pursuant to this Agreement will not be effective unless given in writing. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided under this Agreement, by law, in equity or otherwise.

    10. Relationship of the Parties.

      The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between the parties.

    11. No Third-Party Beneficiaries.

      There are no third-party beneficiaries to this Agreement.

    12. Entire Agreement.

      This Agreement and the Sales Order constitute the entire agreement between the parties concerning the Services, and supersede all prior and contemporaneous agreements or communications. Representations, inducements, understandings, promises or agreements, written, oral or by another form of communication, between the parties, but not expressly stated in this Agreement or the Sales Order, shall be of no force or effect. Notwithstanding the foregoing, if there are any terms in a Sales Order that conflict with the terms of this Agreement, then the terms of Sales Order shall govern and control. Except as provided in Section 2 above, no modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.