Guance Commercial Plan Service Agreement¶
Effective : October 26, 2024
Prompt Terms¶
Welcome to sign the Guance Product Service Agreement (hereinafter referred to as this Service Agreement) with Shanghai Futuroscope Information Technology Co., Ltd.(hereinafter referred to as "Guance") and use Guance Service!
The indexed keywords listed before the terms of this Service Agreement are only for the purpose of helping you understand the purpose expressed in the terms, and do not affect or limit the meaning or interpretation of the terms of this Service Agreement. In order to safeguard your own rights and interests, it is recommended that you carefully read the specific statements of each clause.
[Careful Reading] You should read this Service Agreement carefully before agreeing to it. Please read carefully and fully understand the contents of each clause, especially the exemption or limitation of liability clauses, the application of law and dispute resolution clauses. These clauses will be marked in bold or underlined, and you should focus on reading them. If you have any questions about the agreement, you can consult customer service and relevant business departments.
[Signing Action] When you read and click Agree to this Service Agreement or choose to accept this Service Agreement through other methods, you have fully read, understood and accepted all the contents within and reached an agreement with Guance. This Service Agreement shall enter into force as of the date on which you click on the Web page to confirm or choose to accept this Service Agreement through other methods. In the course of reading this Service Agreement, if you disagree with it or any of its terms, please do not sign up.
Service Terms¶
1. Subject and scope of agreement¶
This Service Agreement is signed between you and Shanghai Futuroscope Information Technology Co., Ltd. for your use of "Commercial Plan" of the one-stop data monitoring cloud platform of Guance.
2. Service Content¶
"Service" in this clause refers to "commercial plan" service of one-stop data monitoring cloud platform of Guance displayed by Guance website (https://www.guance.com/) and client (hereinafter referred to as "Guance website" individually or collectively), which you apply for and Guance agrees to provide to you. (For details, please refer to the service contents and pricing methods on relevant pages of Guance website.)
3. Service Fee¶
3.1 The Guance Billing Center will automatically generate and send your monthly usage bill of Guance products to inform you of your monthly consumption.
3.2 Guance One-stop Data Monitoring Cloud Platform is one of the products of Guance Billing Center, and its use fee will be paid through your wallet of Guance Billing Center.
3.2.1 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.
3.2.2 You can use the account balance of the Guance Billing Center to purchase Guance products. Guance will settle daily according to your usage of Guance products, and deduct your account balance according to the corresponding expenses.
3.2.3 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 the Guance Billing Center (if any, please refer to the Recharging Agreement for details).
3.2.4 When your account balance is used up, you have entered the suspension state, and Guance has the right to temporarily cancel your qualification for using Guance products.
3.2. 5 When you enter the suspension state for more than "15" days (including "15" days), you have been in the arrears state, and Guance has the right to take one or more of the following measures at the same time:
I. Guance has the right to temporarily disqualify you from using Guance products.
II. Guance has the right to issue a notice of termination to you and unilaterally terminate these Service Agreement, and requires you to pay 20% of the payable fees as liquidated damages for termination.
III. From the date when Guance sends the notice of termination to you, you shall also pay a late payment fee of 0.5% of the fees payable to Guance every day.
IV. For the relevant data of your Guance, Guance has the right to process, delete and destroy it. That is, the relevant data of your Guance will be cleaned up.
V. Guance allows you to unlock the pause state through the Billing Center. After unlocking, you can continue to use Guance. At this time, the relevant data of Guance before unlocking will not be accessible.
3.2.6 You can subscribe to Guance service through the cloud marketplace of the cloud service provider that Guance cooperates with, and use your cloud account to settle fees. If you cancel your subscription, 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.
3.3 Invoice Request
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.
4. Your Rights and Obligations¶
4.1 After successfully ordering the Guance service, you have the right to require Guance to provide you with services according to this Service Agreement and the service descriptions and technical specifications displayed on relevant pages of the Guance website.
4.2 You shall pay the corresponding service fee according to the prompt on the website page of the Guance Billing Center and the agreement within it.
4.3 Your use of Guance Product Service shall be in accordance with this Service Agreement.
4.4 You are responsible for the integrity and confidentiality of the data stored on the Guance platform and the commands and passwords for entering and managing various products and services on the Guance platform. The loss and consequences caused by the loss or leakage of the above data, commands and passwords due to improper maintenance or confidentiality shall be borne by you.
4.5 You must keep the access log records of your website in accordance with the provisions of the Network Security Law, the Measures for the Administration of Internet Information Services and other laws and regulations. including the published information content and its publishing time, Internet address (IP), domain name, etc., and relevant organizations 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.
4.6 You should be responsible for the source and content of your users' 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 and regulations, departmental regulations or national policies by your users' business data content.
4.7 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.
4.8 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; Meanwhile, Guance solemnly reminds you, please grasp the risks and operate carefully.
5. Rights and Obligations of Guance¶
5.1 Guance shall provide services as agreed in this Service Agreement.
5.2 During the service period, Guance will provide you with the following after-sales services:
5.2.1 Guance will provide "5"×"8" telephone and online work order consultation service to answer your questions in use;
5.2.2 Guance will provide you with fault support services, and you should declare 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.
5.3 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".
5.4 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 breaches of Guance. You agree to work with Guance to solve the above defects.
5.5 Some services of Guance may have account authorization management function, 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.
5.6 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.
6. User Business Data¶
6.1 Guance understands and recognizes that the data you process, store, upload, download, distribute and process by other means through Guance Platform are all your user business data, and you fully own your user business data.
6.2 For user business data, Guance will not make any unauthorized use and disclosure except to implement your service requirements; Except in the following cases:
6.2.1 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;
6.2.2 You and Guance reach a separate consensus.
6.3 You can delete and change your user business data by yourself. If you release the service or delete data, Guance will delete your data and no longer retain it according to your instructions. You should be careful about deleting and changing data.
6.4 When the service period expires, the service is terminated prematurely (including premature termination by mutual agreement, premature termination caused by other reasons, etc.) or you are in arrears, Guance will only continue to store your user business data (if any) within a certain buffer period (subject to the time limit specified in the exclusive terms, product documents and service descriptions applicable to the Guance platform service) unless expressly stipulated by laws and regulations or otherwise agreed by both parties. 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.
6.5 Once the user's business data is deleted, it cannot be recovered; You shall bear the consequences and responsibilities arising from the deletion of the data, and you understand and agree that Guance has no obligation to continue to retain, export or return the user's business data.
6.6 Guance abides by its security commitment to users and protects the data stored by users on the Guance platform according to applicable laws.
7. Intellectual Property¶
7.1 The intellectual property rights of any information, technology or technical support, software and services provided by one party to the other party under this service agreement belong to the provider 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.
7.2 You should ensure that the materials submitted by Guance, the use of Guance service and the results generated by its use 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.
7.3 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 services, or question or complain about the ownership of intellectual property rights of Guance services 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.
8. Confidentiality Clause¶
8.1 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.
8.2 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 this Service Agreement.
8.3 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.
8.4 The above restrictions of this clause shall not apply to the following situations:
8.4.1 The Confidential Information is lawfully owned by the Recipient at or before the date of signing this Agreement;
8.4.2 The Confidential Information has been made public or is available in the public domain at the time of notification to the recipient;
8.4.3 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;
8.4.4 The Confidential Information has been made public or can be obtained from the public domain without violating the responsibilities agreed in this Agreement;
8.4.5 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;
8.4.6 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);
8.4.7 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.
8.5 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.
9. Opening, Termination and Change of Services¶
9.1 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);
9.2 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.
9.3 In case of any of the following circumstances, the service period shall be terminated ahead of schedule:
9.3.1 Both parties agree to terminate in advance through consultation;
9.3.2 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;
9.3.3 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).
9.3.4 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.
9.4 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, policies and national major technology. 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.
10. Liability for Breach of Contract¶
10.1 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.
10.2 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.
10.3 You understand and agree that due to the particularity of computers and the Internet, the following situations are not Guance breaches:
10.3.1 When Guance configures, maintains and upgrades the system and server, it needs to interrupt the service for a short time;
10.3.2 Slow access to your website due to blocked access on the Internet.
10.4 If you cannot use the service normally for 72 consecutive hours due to Guance, you may terminate receiving the service, except for reasons not within the control of Guance.
10.5 Under no circumstances shall Guance be liable for any indirect, consequential, disciplinary, accidental or special damage, including the loss of profits you suffer from using Guance Services (even if you have been informed of the possibility of such loss).
11. Notification¶
11.1 When you use the 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.
11.2 Guance will deliver various notices to you on one or more of the above contact information, and the contents of such notices may have significant beneficial or adverse effects on your rights and obligations, so please pay close attention to them in time.
11.3 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.
11.4 You should ensure that the contact information provided is accurate, valid 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.
12. Force Majeure¶
12.1 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.
12.2 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.
13. Application of Law and Dispute Resolution¶
13.1 The formation, entry into force, interpretation, amendment, supplement, termination, execution and dispute resolution of this Service Agreement shall be governed by the laws of the Mainland of the People's Republic of China.
13.2 Disputes arising from your use of and in connection with the Guance Platform Services shall be resolved by Guance through negotiation with you. If negotiation fails, either party may bring a lawsuit to Shanghai Pudong New Area People's Court.
14. Supplementary Provision¶
14.1 The annexes to this Service Agreement, as well as the service description, price description and order page (including special terms and conditions of products, service description, operation documents, etc.) of Guance on relevant pages of its website, are an integral part of this service agreement. In case of inconsistencies, the order of (1) Service Description, Price Description, Other Order Pages, (2) Special Terms, and (3) General Terms and Conditions of this Service Agreement shall apply.
14.2 If the content of this service agreement changes, Guance shall prompt you to modify the content by announcing it on the appropriate page of its website 30 days in advance; If you continue to use Guance service, it will be deemed that you accept the relevant modifications made by Guance.
14.3 Guance has the right to transfer all or part of its rights and obligations under this Service Agreement to its affiliated companies upon prior notice.
14.4 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.
14.5 Any provision of this Service Agreement shall be deemed nullified, 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.
14.6 The warranty clauses, confidentiality clauses, intellectual property clauses, applicable laws and dispute resolution clauses under this Service Agreement shall not be invalidated by the termination of this Agreement.