Guance Exclusive Plan Service Agreement¶

Effective : October 26, 2024

Welcome to the Guance SAAS service.

The Guance SAAS Service User Agreement (the Agreement) is a legal agreement between you (the User) and Shanghai Futuroscope Information Technology Co., Ltd.(the Service Provider) to provide you with the Guance SAAS Service (the Guance Service).

First, the Entry into Force of the Agreement

Taking effect after users’ confirmation: The online version of the Agreement is provided by the Service Provider. When purchasing Guance service, the User should carefully read this Agreement and keep it checked before entering the next purchase process. Once confirmed by the User, the Agreement has the effect of contract and is legally binding on the Service Provider and the User.

Definition¶

Guance SAAS Service refers to a system observable product that meets the requirements of cloud, cloud native, application and business monitoring, hereinafter referred to as "Guance service".
Guance Exclusive SAAS Service refers to the specific version of Alibaba Cloud SLS products used for underlying storage. The data is stored in the SLS instance under the user's Alibaba Cloud account, which supports open self-service flexible analysis and is exclusive to the data. At the same time, users can quickly access the log data in their own SLS instances to Guance, and analyze and process them uniformly with the link and metric data. Hereinafter referred to as “Guance Exclusive Plan”.
Shanghai Guance Information Technology Co., Limited is the SAAS service provider of Guance, hereinafter referred to as Guance.

Use License¶

Guance services are protected by copyright law, international copyright treaties and other relevant intellectual property laws, regulations and treaties. Guance services are licensed for authorized users, not sold.
The copyright and ownership of Guance service belongs to the name of the obligee.
According to the Agreement, the Service Provider grants the user a non-exclusive and non-transferable license to use Guance service. User shall not resell or otherwise transfer this license right for commercial benefit.

Expenses¶

The Guance Billing Center will automatically generate and send your monthly usage bill of Guance service to inform you of your monthly consumption. Its use fee will be paid through your Guance Billing Center wallet.
You will use the wallet function opened by the Guance Billing Center for each enterprise member to settle accounts, and the wallet will include the account balance formed by your recharge.
You can use the account balance of the Guance Billing Center to purchase Guance service. Guance will settle daily according to your usage of Guance services, and deduct your account balance according to the corresponding expenses. If you have bound Alibaba Cloud account with Guance Billing Center, Then, in the process of using Guance service, Guance will generate daily usage bills according to your usage of Guance service, and synchronize them to your Alibaba Cloud account bound under Guance Billing Center, and relevant fees will be paid through your Alibaba Cloud account.
You recharge your account through the corresponding payment methods of the client (including but not limited to mobile phones, websites and other third-party payment channels) (please see the recharge page for specific payment methods). When recharging, you can also enjoy the recharging discount granted by Guance Billing Center (if any, please refer to Recharging Agreement for details).
When your account balance is used up, you have entered a suspended state, and Guance has the right to temporarily cancel your qualification for using Guance services.
When you enter the suspension state for more than "15" days (including "15" days), you have entered the arrears state, and Guance has the right to take one or more of the following measures at the same time:
Guance has the right to temporarily cancel your qualification for using Guance services.
Guance has the right to send you a notice of termination and unilaterally terminate Guance service, and requires you to pay 20% of the payable fees as liquidated damages for termination.
From the date when Guance sends you the notice of termination, you should also pay a late payment fee of 0.5% of the payable fee to Guance every day.
You have the right to process and delete and destroy the relevant data in Guance, that is, your relevant data in Guance will be cleaned up.
Guance allows you to unlock the pause state through the Billing Center, and continue to use Guance after unlocking. At this time, the relevant data of Guance before unlocking will not be accessible.
Invoicing Application: After you receive the monthly bill or purchase a prepaid card in the Guane Billing Center, you can contact Guance sales staff or submit a ticket in the Guane Billing Center to apply for an invoice. When applying for an invoice, you need to provide accurate billing information. Electronic invoices are supported, and the invoice tax rate is determined according to national tax laws and regulations. After Guance receives the invoice application, it will complete the invoicing within 5 working days after receiving the payment, and the invoice will be sent directly to the email address you submitted when applying. If you have bound Alibaba Cloud account with Guance Billing Center, and the expenses have been paid through your Alibaba Cloud account, the relevant invoices will be issued by Alibaba Cloud for you, and the application process and rules follow the official rules of Alibaba Cloud. If the binding is canceled, we will send you fee details for unsettled fees incurred before then through the email address you provided when registering your Guance account, and reserve the right to recover unpaid accounts.

Rights and Obligations of Users¶

Users guarantee that all their behaviors of using Guance services comply with national laws and regulations, are legal and true, and do not infringe on the legitimate rights and interests of any third party. You must keep the access log records of your website in accordance with the provisions of the Cyber Security Law, the Measures for the Administration of Internet Information Services and other laws and regulations, including the published information content and its release time, Internet address (IP), domain name, etc., and the relevant state authorities should cooperate to provide them when inquiring according to law. You will bear the corresponding legal responsibilities caused by failing to keep relevant records as required.
Users should pay the fees of Guance services in full and on time, otherwise the service providers reserve the right to terminate users' use of Guance services at any time, and users should bear full responsibility for the possible damage caused by the termination of Guance services by service providers.
The user guarantees that the user shall not reverse engineer, decompile or disassemble Guance service except and only except for activities explicitly permitted by law.
The user understands and agrees,
Due to the limitation of the prior art, the service provided by the Service Provider may have defects, which cannot guarantee the normal execution or achieve the desired results of the user under any circumstances.
For any damage caused by the user's use of Guance service, the user agrees that the maximum compensation limit of Guance shall not exceed 30% of the service time purchased in the month when the service availability commitment is not met (excluding the complimentary service time). For details, please refer to "Guance SaaS Service Level Agreement" on relevant pages of Guance website.
After successfully ordering Guance service, you have the right to require Guance to provide you with services according to Guance Service Agreement and the service descriptions and technical specifications displayed on relevant pages of Guance website.
You shall observe the use of cloud services in accordance with the Agreement.
You are responsible for the integrity and confidentiality of the data stored on Guance platform and the commands and passwords for entering and managing various products and services on Guance platform. The loss and consequences caused by the loss or leakage of the above data, passwords and passwords due to improper maintenance or confidentiality shall be borne by you.
You should be responsible for the source and content of your user's business data, and Guance prompts you to carefully judge the legality of the data source and content. You will bear the corresponding results and responsibilities caused by the violation of laws, regulations, departmental rules or national policies of your users' business data content.
You understand and agree that the state secrets of the People's Republic of China are protected by law, and you have the obligation to keep the state secrets of the People's Republic of China; You should comply with the requirements of relevant confidentiality laws and regulations when using Guance services, and must not endanger the security of state secrets of the People's Republic of China.
You should also carefully read and abide by the corresponding service instructions, technical specifications, use procedures, operation documents and other contents displayed on the website page of Guance (hereinafter referred to as "Operation Guidelines"), and operate according to relevant operation guidelines. You will bear the consequences caused by violating relevant operational guidelines; At the same time, Guance solemnly reminds you, please grasp the risks and operate carefully.

Rights and Obligations of Service Providers¶

Guance shall provide services in accordance with the Agreement.
During the service period, Guance will provide you with the following after-sales service:
Guance will provide "5" × "8" telephone and online work order consultation service to answer your questions in use;
Guance will provide you with fault support services, and you should report faults through online work orders; Guance will provide timely support for failures caused by your non-human operation, except for your human reasons and/or force majeure, and other matters beyond the control of Guance.
You can also obtain other paid after-sales services through Guance. For details, please refer to the paid after-sales service contents on relevant pages of Guance website and "Guance SaaS Service Level Agreement".
You understand that Guance cannot guarantee that the services it provides are flawless (Guance platform products cannot guarantee the absolute security of your hardware or software), but Guance promises to continuously improve the service quality and service level. Therefore, you agree that even if there are defects in the services provided by Guance, the above defects are inevitable at the technical level of the industry at that time, and they will not be regarded as Guance breach of contract. You agree to work with Guance to solve the above defects.
Some services of Guance may have the function of account authorization management, That is, you can authorize all or part of your operation authority on the service to one or more authorized accounts designated by you. In this case, all operations under any authorized account will be regarded as your actions through your own account, and you will bear corresponding responsibilities and service fees arising therefrom.
You should understand and acknowledge that the functions and services related to security protection, management and monitoring of Guance services provided by Guance, although these services have been tested in detail by Guance, cannot guarantee that they are fully compatible with all software and hardware systems, nor can they guarantee the complete accuracy of their software and services. In case of incompatibility and software errors, you should immediately turn off or stop using relevant functions, and contact Guance in time for technical support.

Use and Disclosure of User Data¶

Guance understands and recognizes that the data you process, store, upload, download, distribute and process by other means through Guance services are all your user business data, and you fully own your user business data.
With regard to user business data, Guance does not make any unauthorized use and disclosure except for your service requirements; Except in the following cases:
When the relevant state organs inquire or access the user's business data according to law, Guance has the obligation to provide cooperation according to the requirements of relevant laws, regulations or policy documents and disclose it to third parties or administrative and judicial institutions;
You and Guance will reach another consensus.
You can delete and change your user business data by Guance services. If you release the service or delete the data, Guance will delete your data and no longer retain the data according to your instructions. You should be careful about deleting and changing data.
If you use the exclusive plan of Guance, the business data will be stored in the SLS instance of the log service under your Alibaba Cloud account. In the process of using Guance service, you do not need to pay extra for this resource. You can read the data and do self-help analysis in the SLS studio. In order to prevent the normal use of the system, you will not be able to modify and delete the data through the Alibaba Cloud SLS studio. If you need to modify and delete these data, please operate through Guance platform.
When the service period expires, the service is terminated in advance (including the early termination agreed by both parties, the early termination caused by other reasons, etc.) or you are in arrears, Unless clearly stipulated by laws and regulations, required by competent departments or otherwise agreed by both parties, Guance will continue to store your user business data (if any) only within a certain buffer period (subject to the time limit specified in the exclusive terms, product documents and service descriptions applicable to Guance platform service), When the buffer period expires, Guance will delete all user business data, including all cached or backed-up copies, and will no longer retain any of your user business data.
Once the user's business data is deleted, it cannot be recovered; You should bear the consequences and responsibilities caused by the deletion of data. You understand and agree that Guance has no obligation to continue to retain, export or return user business data.
Guance abides by its security commitment to users and protects the data stored by users on Guance platform according to applicable laws.

Intellectual Property Rights¶

The intellectual property rights of any information, technology or technical support, software and services provided by one party to the other party under the Agreement belong to the providing party or its legal right holder; Except with the express consent of the provider or the legal obligee, the other party has no right to copy, disseminate, transfer, license or provide others with the above knowledge achievements, otherwise it shall bear corresponding responsibilities.
You should ensure that the materials submitted by Guance, the use of Guance service and the results produced by using Guance service do not infringe the legitimate rights and interests of any third party. Guance should ensure that the services provided to you do not infringe the legitimate rights and interests of any third party.
If a third-party organization or individual questions or complains about the ownership of intellectual property rights of related materials involved in your use of Guance service, Or question or complain about the ownership of intellectual property rights of Guance service you use, both you and Guance have the responsibility to issue relevant intellectual property certification materials and cooperate with each other in handling relevant complaints. The breaching party shall be responsible for the settlement of any claim, action or possible action against it arising therefrom, bear the costs and losses, and exonerate the other party from liability.

Confidentiality Clause¶

Guance confidential information referred to in this clause means business secrets (including financial secrets), technical secrets, business know-how and/or other confidential information and materials obtained by one party (hereinafter referred to as "the receiving party") from the other party (hereinafter referred to as "the disclosing party") or arising from the performance of this agreement by both parties. Scope of the Confidential Information include product information, product planning, pricing, financial and marketing planning, business strategy, customer information, customer data, research and development, software, hardware, technical specifications, design, special formulas, special algorithms, etc. This clause shall take effect regardless of the form or carrier of the above information and materials, and whether the disclosing party indicates its confidentiality orally, graphically or in writing at the time of disclosure.
Both parties shall take appropriate measures to properly preserve the confidential information provided by the other party, and the measures shall be no less prudent than when protecting their own confidential information. The Confidential Information shall only be used by the Parties for purposes or purposes related to the Service Agreement.
Both parties guarantee that the Confidential Information shall only be known to the responsible persons and employees of each party engaged in the business, and strictly restrict the employees who have access to the Confidential Information from complying with the confidentiality obligations of this clause.
The above restrictions of this Article shall not apply to the following situations:
The Confidential Information is lawfully owned by the Recipient at or before the date of signing this Agreement;
The Confidential Information has been made public or is available in the public domain at the time of notification to the recipient;
The Confidential Information is obtained by the receiving party from a third party with which the receiving party has no obligation of confidentiality or non-disclosure;
The Confidential Information has been made public or can be obtained from the public domain without violating the responsibilities agreed in this Agreement;
The Confidential Information is independently developed by the recipient or its affiliates or subsidiaries and does not benefit from information obtained by the notifying party or its affiliates or subsidiaries;
The Confidential Information is disclosed by the receiving party at the request of a court or other legal or administrative authority (through oral questions, inquiries, requests for information or documents, subpoenas, civil or criminal investigations or other proceedings);
In order to apply for a certain business qualification from administrative departments, trade associations and other institutions, obtain a certain certification, or meet national and industry standards/certifications, the recipient shall submit materials or explain the disclosed information to the aforementioned institutions in combination with the other party's situation. In the case, the recipient shall adhere to the principle of minimum disclosure if necessary and require the institutions that have been informed of confidential information to keep confidential according to the standards not lower than those in this Service Agreement.
Both you and Guance should try their best to protect the above confidential information from disclosure. Once the disclosure of the above confidential information is found, both parties shall cooperate to take all reasonable measures to avoid or mitigate the damage consequences. If losses are caused to the other party, compensation shall be made for the direct economic losses caused to the other party.

Term and Termination¶

After you read and click to agree to this agreement or choose to accept this agreement in other ways, the Guance platform service will be opened. After opening, you can use the service by obtaining the key and password for logging in and using the service sent by Guance. The service period starts from the time of opening (not from the time when you obtain the key and password for logging in and using the service);
Unless otherwise agreed or you have not settled other payables, you can use Guance platform service after opening the service; You should ensure that your account balance is sufficient to continue to use the service until the termination specified by law or agreed upon in these Terms of Service.
In case of any of the following circumstances, the service period shall be terminated ahead of schedule:
Both parties agree to terminate in advance through consultation;
If you seriously violate this Service Agreement (including, you seriously violate relevant laws and regulations, or you seriously violate any commitment under this agreement, etc.), Guance has the right to terminate the service in advance until all your data is erased;
You understand and fully recognize that, Guance has established (and will be continuously improved according to the development of technology) necessary technical measures to defend against network security hazards or behaviors (hereinafter referred to as such behaviors) including computer viruses, network intrusions and attacks and damages (including DDoS). However, in view of the limitations and relativity of network security technology and the unpredictability of these behaviors, Guance may decide to suspend or terminate the service if your website encounters such behaviors and brings harm to Guance or other networks or servers of Guance (including local, foreign and international networks and servers, etc.), or affect the smooth connection between the observation cloud and the Internet or between Guance and specific networks, servers and inside Guance. If the service is terminated, the service fee will be calculated according to the actual service month (less than one month by day).
Guance may terminate this service agreement by notifying you on the Guance website or sending you an in-website notice or a written notice 30 days in advance.
You understand and acknowledge that, Guance does not guarantee permanent provision of Guance platform services for the purpose of upgrading technology and service system and adjusting business strategy or cooperate with changes in laws, regulations and policies. And it has the right to change the form, specification or other aspects of the provided service (such as the price and billing mode of the service). Before terminating the service or making the above changes, Guance will try its best and give advance notice in one or more ways such as website announcement, in-station letter, mail or SMS.

Liability for Breach of Contract¶

If you violate any of the promises, warranties, service usage rules or obligations in this Service Agreement, or if Guance believes that your usage behavior is abnormal according to its judgment, Guance has the right to unilaterally take one or more of the following measures according to its independent judgment: (1) Restrict or suspend the use of the Service; (2) Terminate the provision of services and terminate this Agreement; (3) Investigate your legal responsibility; (4) Other treatment measures deemed suitable by Guance. You will bear the user losses caused by Guance taking measures such as suspending service and terminating service according to the above agreement.
If you violate the relevant laws and regulations or the provisions of this Service Agreement and relevant rules, resulting in any loss of Guance, claims from other users, any third party or penalties from any administrative department, you shall fully compensate Guance, other users or relevant third parties for their actual losses, including reasonable lawyer fees.
You understand and agree that due to the particularity of computers and the Internet, the following situations are not Guance breaches:
When Guance configures, maintains and upgrades the system and server, it needs to interrupt the service for a short time;
Access to your Web site is slowing down due to blocked access on the Internet.
If you can't use the service normally for 72 consecutive hours due to Guance, you can terminate receiving the service, except for reasons not under the control of Guance.
Under no circumstances shall Guance be liable for any indirect, consequential, disciplinary, accidental or special damage, including the loss of profits suffered by you when using Guance services (even if you have been informed of the possibility of such losses).

Notification¶

When you use Guance service, you should provide Guance with real and effective contact information (including your email address, contact telephone number, contact address, etc.). If the contact information changes, you have the obligation to update the relevant information in time and keep it in a contactable state. The member account number (including sub-account number) of your receiving station mail and system message is also your effective contact information.
Guance will deliver various notices to one or more of your above contact information, and the contents of such notices may have significant beneficial or adverse effects on your rights and obligations, so please pay attention to them in time.
Guance will send a notice to you through the above contact information, in which written notices sent electronically, including announcements, sending mobile phone short messages to the contact telephone number provided by you, sending e-mails to the e-mail address provided by you, sending system messages to your account number and in-station letter information, will be deemed as delivery after successful sending; A written notice sent by paper carrier shall be deemed to have been delivered on the fifth (5) natural day after it is mailed according to the contact address provided.
You should ensure that the contact information provided is accurate, effective and updated in real time. If the legal documents cannot be delivered or are not delivered in time due to inaccurate contact information provided or failure to inform the changed contact information in time, you will bear the possible legal consequences.

Amendment of the Agreement¶

If any content of this Agreement changes, the Service Provider shall prompt the user to modify the content through appropriate means.
If the user disagrees with the modification made by the service provider to the relevant provisions of this Agreement, the user has the right to stop using Guance service. In such cases, the service provider shall refund the remaining fees (if any) to the user, and give the user a reasonable period of time to backup, download, save, migrate and other necessary work before terminating the service. If the user continues to use Guance service, it will be deemed that the user accepts the modification made by the service provider to the relevant terms of this agreement.

Force Majeure¶

If the performance of these Terms of Service is impossible, unnecessary or meaningless due to force majeure or other unexpected events, the party suffering from force majeure or unexpected events shall not be liable.
Force majeure and unexpected events refer to objective events that cannot be foreseen, overcome or avoided and have a significant impact on one or both parties, which includes natural disasters such as floods, earthquakes, plagues and other social events such as wars, turmoil, government actions, telecommunication trunk line interruption, hackers, network congestion, technical adjustment of telecommunication administration and government control.

Application of Law and Dispute Resolution¶

The formation, entry into force, interpretation, amendment, supplement, termination, execution and dispute resolution of this Service Agreement shall be governed by the laws of Hong Kong.
In case of any dispute arising from the signing, performance or interpretation of this Agreement, both parties shall try their best to settle it through friendly negotiation. If negotiation fails, either party shall bring a lawsuit to the people's court where the defendant is located.

Supplementary Provisions¶

The annexes of this Agreement, as well as the service description and price description of Guance on the relevant pages of Guance website and the ordering page (including special terms and conditions of products, service description, operation documents, etc.) that you confirm your agreement are an integral part of this Agreement. In case of inconsistency, the order of (1) Service Description, Price Description, Other Order Pages, (2) Special Terms, and (3) General Terms and Conditions of this Agreement shall apply.
In case of any change in the content of this Agreement, Guance shall prompt you to modify the content by announcing it on the appropriate page of Guance website 30 days in advance; If you continue to use Guance service, you will be deemed to accept the relevant modifications made by Guance.
Guance has the right to transfer all or part of the rights and obligations of this Agreement to its affiliated companies with advance notice.
Waiver of the rights under this Agreement by Guance in the event of your negligence or breach of contract shall not be construed as a waiver of your other or subsequent negligence or breach of contract of the same kind.
Any provision of this Agreement shall be deemed to be annulled, invalid or unenforceable, and this provision shall be deemed divisible and shall not affect the validity and enforceability of the remaining provisions of this Agreement.
The warranty clauses, confidentiality clauses, intellectual property clauses, law application and dispute resolution clauses under this Agreement shall not be invalidated due to the termination of this Agreement.