Guance Commercial Plan Subscription Agreement¶
Effective Date: October 26, 2024
Notice Provisions¶
Welcome to sign this "Guance Product Service Agreement" (hereinafter referred to as "this Service Agreement") with Guance Information Technology Co., Limited (hereinafter referred to as "Guance") and use Guance services!
The index keywords listed before the clauses in this agreement are only for helping you understand the main purpose of the clauses and do not affect or limit the meaning or interpretation of the clauses of this agreement. To protect your own rights and interests, it is recommended that you carefully read the specific expressions of each clause.
【Careful Reading】Before agreeing to this Service Agreement, you should carefully read this Service Agreement. Please read carefully and fully understand the content of each clause, especially the clauses on exemption or limitation of liability, applicable law, and dispute resolution, which will be marked in bold or underlined, and you should focus on reading. If you have any questions about the agreement, you can consult customer service and related business departments.
【Signing Action】When you read and click to agree to this Service Agreement or choose to accept this Service Agreement in other ways, it means that you have fully read, understood, and accepted all the contents of this Service Agreement and have reached an agreement with Guance. This Service Agreement is established from the date you confirm through the web page or choose to accept this Service Agreement in other ways. During the reading of this Service Agreement, if you do not agree with this Service Agreement or any of its clauses, please do not perform the signing action.
Service Terms¶
1. Contracting Parties and Scope of Agreement¶
This Service Agreement is the service agreement signed between you and Guance Information Technology Co., Limited for your use of Guance's one-stop data monitoring cloud platform [Commercial Plan].
2. Service Content¶
The "Service" in this clause refers to: the Guance website (https://www.guance.one/) and client (hereinafter referred to as "Guance website") displayed, the Guance one-stop data monitoring cloud platform [Commercial Plan] service that you apply to order and Guance agrees to provide to you. (For details, please refer to the service content and quotation on the relevant pages of Guance's website)
3. Service Fees¶
3.1 Guance Billing Center will automatically generate and send your monthly usage bill for Guance products, informing you of your monthly consumption.
3.2 Guance's one-stop data monitoring cloud platform, as one of the products of Guance Billing Center, will be paid through your Guance Billing Center wallet.
3.2.1 You will use the wallet function opened by Guance Billing Center for each enterprise member for settlement, and the wallet contains the account balance formed by your recharge.
3.2.2 You can use the Guance Billing Center account balance to purchase Guance products. Guance will settle daily based on your usage of Guance products and deduct the corresponding fees from your account balance.
3.2.3 You can recharge your account through the client used (including but not limited to mobile phones, websites, and other third-party payment channels) and the corresponding payment methods (specific payment methods are available on the recharge page). During recharge, you can also enjoy the recharge discounts provided by Guance Billing Center (if any, for details, please refer to the recharge agreement).
3.2.4 When your account balance is exhausted, you have entered a suspended state, and Guance has the right to temporarily cancel your eligibility to use Guance products.
3.2.5 When you have been in a suspended state for more than [15] days (including [15] days), you have entered an 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 cancel your eligibility to use Guance products.
ⅱ Guance has the right to issue a termination notice to you and unilaterally terminate this Service Agreement, and require you to pay 20% of the payable fees as termination liquidated damages.
ⅲ From the date Guance issues the termination notice to you, you shall also pay Guance a daily late fee of 0.5% of the payable fees.
ⅳ For your relevant data in Guance, Guance has the right to process and delete it. That is, your relevant data in Guance will be cleared.
v Guance allows you to unlock the suspended state through the Billing Center, and you can continue to use Guance after unlocking, but the relevant data in Guance before unlocking will not be accessible.
3.2.6 You can subscribe to Guance services through the cloud market of Guance's cooperative cloud service providers and use your cloud account to settle the fees. If the subscription is canceled, for the unsettled fees generated before that, we will send you a detailed fee statement to the email address provided when you registered your Guance account, and reserve the right to claim the unpaid fees.
3.3 Invoice Application
After receiving the monthly consumption bill or purchasing a prepaid card on the Guance Billing Center, you can contact the "Guance" sales staff or submit a work order on the Guance Billing Center to apply for an invoice or receipt. When applying for an invoice, you need to provide accurate billing information; "Guance" will complete the invoicing within 5 working days after receiving the payment, and the issued invoice or receipt will be sent directly to the email address you submitted when applying.
4. Your Rights and Obligations¶
4.1 After successfully ordering Guance services, you have the right to request Guance to provide services to you in accordance with this Service Agreement and the service descriptions and technical specifications displayed on the relevant pages of Guance's website.
4.2 You should pay the corresponding service fees in accordance with the prompts on the website pages of Guance Billing Center and the provisions of this Service Agreement.
4.3 Your use of Guance product services should comply with this Service Agreement.
4.4 You are responsible for the integrity and confidentiality of the data you store on the Guance platform and the passwords for accessing and managing various products and services on the Guance platform. Losses and consequences caused by improper maintenance or confidentiality of the above data, passwords, etc. shall be borne by you.
4.5 You must retain the access log records of your website in accordance with the provisions of laws and regulations such as the "Personal Data (Privacy) Ordinance", including the content of the information published, the time of publication, the Internet address (IP), the domain name, etc., and you should cooperate with the relevant authorities in providing them when they are legally inquired. You will bear the corresponding legal responsibilities for not retaining the relevant records as required.
4.6 You are responsible for the source and content of your user business data, and Guance reminds you to carefully judge the legality of the source and content of the data. You will bear the corresponding results and responsibilities caused by the content of your user business data violating laws and regulations.
4.7 You should also carefully read and comply with the corresponding service descriptions, technical specifications, usage processes, operation documents, etc. displayed on the website pages of Guance (hereinafter referred to as "Operation Guidelines"), and operate in accordance with the relevant Operation Guidelines. You will bear the consequences caused by violating the relevant Operation Guidelines; at the same time, Guance solemnly reminds you to grasp the risks and operate carefully.
5. Guance's Rights and Obligations¶
5.1 Guance should provide services in accordance with the provisions of 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 services to answer your questions during use;
5.2.2 Guance will provide you with fault support services, and you should report faults through online work orders; Guance will promptly provide support for faults caused by non-human operations, but faults caused by human reasons and/or force majeure and other matters beyond Guance's control are excluded.
5.3 You can also obtain other paid after-sales services through Guance, for details, please refer to the paid after-sales service content on the relevant pages of Guance's 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 service quality and service levels. Therefore, you agree that even if there are flaws in the services provided by Guance, but the above flaws are unavoidable at the current industry technical level, they will not be regarded as Guance's breach of contract. You agree to cooperate with Guance to solve the above flaw problems.
5.5 Some services of Guance may have account authorization management functions, that is, you can authorize all or part of your operation permissions to one or more authorized accounts designated by you. In this case, all operation behaviors under any authorized account will be regarded as your behaviors through your own account, and you will bear the corresponding responsibilities and the service fees generated thereby.
5.6 You should understand and recognize that the security protection, management, and monitoring related functions and services provided by Guance, although Guance has conducted detailed tests on these services, cannot guarantee that they are fully compatible with all software and hardware systems, nor can it guarantee the complete accuracy of its software and services. If incompatibility and software errors occur, you should immediately close or stop using the relevant functions and contact Guance in time to obtain technical support.
6. User Business Data¶
6.1 Guance understands and recognizes that the data you process, store, upload, download, distribute, and process in other ways through the Guance platform are your user business data, and you completely own your user business data.
6.2 For user business data, except for executing your service requirements, Guance will not make any unauthorized use or disclosure; but the following circumstances are excluded:
6.2.1 When the relevant state authorities legally inquire or access user business data, "Guance" has the obligation to provide cooperation in accordance with the requirements of relevant laws and regulations or policy documents, and disclose to third parties or administrative and judicial institutions;
6.2.2 You and Guance have negotiated and agreed otherwise.
6.3 You can delete, change, and other operations on your user business data by yourself. If you release the service or delete the data, Guance will delete your data and no longer retain the data according to your instructions. For the deletion, change, and other operations of the data, you should operate carefully.
6.4 When the service period expires, the service is terminated in advance (including the termination in advance agreed by both parties, the termination in advance caused by other reasons, etc.) or you are in arrears, except as clearly stipulated by laws and regulations 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 special terms, product documents, service descriptions, etc. applicable to the Guance platform service), and after the buffer period expires, Guance will delete all user business data, including all cached or backed-up copies, and no longer retain any of your user business data.
6.5 Once the user business data is deleted, it cannot be recovered; you shall bear the consequences and responsibilities caused by the deletion of the data, you understand and agree that Guance has no obligation to continue to retain, export, or return user business data.
6.6 Guance adheres to the security commitment to users and protects the data stored by users on the Guance platform in accordance with applicable laws.
7. Intellectual Property¶
7.1 The intellectual property of any materials, technology or technical support, software, services, etc. provided by one party to the other party under this Service Agreement belongs to the providing party or its legal owner; unless the providing party or the legal owner expressly agrees, the other party has no right to copy, disseminate, transfer, license, or provide others to use the above intellectual achievements, otherwise, it shall bear the corresponding responsibilities.
7.2 You shall ensure that the materials submitted to Guance, the use of Guance services, and the results produced by using Guance services do not infringe any third party's legal rights and interests. Guance shall ensure that the services provided to you do not infringe any third party's legal rights and interests.
7.3 If a third-party institution or individual questions or complains about the intellectual property ownership of the relevant materials involved in your use of Guance services, or questions or complains about the intellectual property ownership of the Guance services you use, you and Guance are responsible for providing relevant intellectual property proof materials and cooperating with the other party's relevant complaint handling work. For the claims, lawsuits, or possible lawsuits caused thereby, the breaching party shall be responsible for resolving, bearing the costs and losses, and exempting the other party.
8. Confidentiality Clause¶
8.1 The confidential information referred to in this clause refers to the business secrets (including financial secrets), technical secrets, business know-how, and/or other confidential information and materials (including product materials, product plans, prices, financial and marketing plans, business strategies, customer information, customer data, research and development, software, hardware, technical descriptions, designs, special formulas, special algorithms, etc.) obtained by one party (hereinafter referred to as the "Receiving Party") from the other party (hereinafter referred to as the "Disclosing Party"), or generated due to the performance of this agreement by both parties, regardless of the form or carrier of the above information and materials, and regardless of whether the Disclosing Party indicates its confidentiality in oral, image, or written form when disclosing.
8.2 Both parties shall take appropriate measures to properly keep the confidential information provided by the other party, and the degree of prudence of the measures shall not be less than the degree of prudence when protecting their own confidential information. Both parties shall only use the confidential information for the purposes related to this Service Agreement.
8.3 Both parties guarantee that the confidential information can only be known within the scope of the person in charge and employees engaged in the business of each party, and strictly restrict the employees who have access to the above confidential information to comply with the confidentiality obligations of this clause.
8.4 The above restrictions do not apply to the following situations:
8.4.1 At the time of signing this agreement or before, the confidential information has legally belonged to the Receiving Party;
8.4.2 The confidential information has been public or can be obtained from the public domain when notified to the Receiving Party;
8.4.3 The confidential information is obtained by the Receiving Party from a third party who has no confidentiality or non-disclosure obligations;
8.4.4 Without violating the agreed responsibilities of this agreement, the confidential information has been public or can be obtained from the public domain;
8.4.5 The confidential information is independently developed by the Receiving Party or its affiliates or subsidiaries, and has not benefited from the information obtained from the notifying party or its affiliates or subsidiaries;
8.4.6 The Receiving Party is required by the court or other legal and administrative departments (through oral questions, inquiries, requests for materials or documents, subpoenas, civil or criminal investigations, or other procedures) to disclose the confidential information;
8.4.7 The Receiving Party needs to submit materials or make explanations to the above-mentioned institutions in combination with the other party's situation in order to apply for a certain business qualification, obtain a certain certification, or comply with national and industry standards/certifications to administrative departments, industry associations, and other institutions. In this case, the Receiving Party shall adhere to the principle of minimum disclosure under necessary circumstances and require the institutions that have obtained the confidential information to keep it confidential in accordance with the standards not lower than this Service Agreement.
8.5 Both you and Guance shall do their best to protect the above confidential information from being leaked. Once a leak of the above confidential information is found, both parties shall cooperate to take all reasonable measures to avoid or mitigate the damage consequences. If the other party suffers losses due to this, the party causing the leak shall compensate the other party for the direct economic losses caused thereby.
9. Service Activation, Termination, and Change¶
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 activated. After activation, you will obtain the key and password for logging in and using the service sent by Guance, and you can use the service. The service period starts from the time of activation (not from the time you obtain the key and password for logging in and using the service);
9.2 Unless otherwise agreed or you have not settled other payable items, you can use the Guance platform service after activating the service; you shall ensure that your account balance is sufficient so that you can continue to use the service until the termination situation stipulated by law or this Service Agreement appears.
9.3 The service period will be terminated in advance if one of the following situations occurs:
9.3.1 Both parties agree to terminate in advance;
9.3.2 You seriously violate this Service Agreement (including, you seriously violate the relevant laws and regulations, or you seriously violate any of the commitments under this agreement, etc.), Guance has the right to terminate the service in advance until all your data is cleared;
9.3.3 You understand and fully recognize that although Guance has established (and will continue to improve with the development of technology) necessary technical measures to defend against harmful network security incidents or behaviors including computer viruses, network intrusion, and attack damage (including DDoS) (hereinafter collectively referred to as such behaviors), but in view of the limitations and relativity of network security technology and the unpredictability of such behaviors, if your website encounters such behaviors and causes harm to Guance or Guance's other networks or servers (including local and foreign and international networks, servers, etc.), or affects the smooth connection between Guance and the international Internet or between Guance and specific networks, servers, and Guance's internal, Guance may decide to suspend or terminate the service. If the service is terminated, the service fee will be calculated based on the actual service months (less than one month will be calculated by day).
9.3.4 Guance may terminate this Service Agreement by giving 30 days' notice on the Guance website or by sending you a website notice or written notice.
9.4 You understand and recognize that for technical upgrades, service system upgrades, or due to business strategy adjustments or compliance with regulatory policies and other changes, Guance does not guarantee the permanent provision of Guance platform services, and has the right to change the form, specifications, or other aspects of the services provided (such as the price and billing model of the services). Before terminating the service or making the above changes, Guance will make the best efforts to notify you in advance by one or more methods such as website announcements, station letters, emails, or text messages.
10. Breach of Contract¶
10.1 If you violate any of the commitments, guarantee clauses, service usage rules, or obligations in this Service Agreement, or Guance determines that your usage behavior is abnormal based on its judgment, Guance has the right to take one or more of the following measures based on the circumstances and its independent judgment: (1) restrict or suspend the use of the service; (2) terminate the provision of the service, terminate this agreement; (3) pursue your legal responsibilities; (4) other measures that Guance deems appropriate. The user losses caused by Guance's suspension or termination of the service in accordance with the above agreement shall be borne by you.
10.2 If you violate relevant laws and regulations or this Service Agreement or related rules, causing Guance to suffer any losses, be claimed by other users or any third party, or be punished by any administrative department, you shall fully compensate Guance, other users, or relevant third parties for the actual losses, including reasonable attorney fees.
10.3 You understand and agree that, given the particularity of computers and the Internet, the following situations do not constitute Guance's breach of contract:
10.3.1 Guance needs to interrupt the service for a short time when configuring, maintaining, and upgrading the system and server;
10.3.2 The network path is blocked, causing the speed of your website access to decrease.
10.4 If you cannot use the service normally for 72 consecutive hours due to Guance's reasons, you can terminate the acceptance of the service, but the reasons beyond Guance's control are excluded.
10.5 In any case, Guance shall not be liable for any indirect, consequential, punitive, incidental, or special damages, including the loss of profits you suffer due to using Guance services (even if you have been informed of the possibility of such losses).
11. Notice¶
11.1 When you use Guance services, you should provide Guance with true and valid contact information (including your email address, contact phone 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 state that can be contacted. The member account (including sub-accounts) that you receive station letters and system messages is also your valid contact information.
11.2 Guance will send you various notices through one or several of the above contact methods, and the content of such notices may have a significant favorable or unfavorable impact on your rights and obligations. Please pay attention to them in time.
11.3 Guance sends you notices through the above contact methods. The written notices sent electronically, including announcements, sending text messages to the contact phone number you provided, sending emails to the email address you provided, sending system messages and station letters to your account, are deemed to have been delivered after successful sending; the written notices sent in paper form are deemed to have been delivered on the fifth (5) natural day after being mailed to the contact address you provided.
11.4 You shall ensure that the contact information provided is accurate and valid, and update it in real time. If the contact information provided is inaccurate or the changed contact information is not informed in time, making the legal documents unable to be delivered or not delivered in time, you shall bear the possible legal consequences.
12. Force Majeure¶
12.1 If the performance of this Service Agreement becomes impossible, unnecessary, or meaningless due to force majeure or other accidents, the party suffering from force majeure or accidents shall not be liable.
12.2 Force majeure or accidents refer to objective events that cannot be foreseen, overcome, or avoided and have a significant impact on one or both parties, including natural disasters such as floods, earthquakes, plagues, etc., and social events such as wars, riots, government actions, interruptions of telecommunication trunk lines, hackers, network congestion, technical adjustments of the telecommunications administration bureau, and government control, etc.
13. Applicable Law and Dispute Resolution¶
13.1 The conclusion, effectiveness, interpretation, revision, supplement, termination, execution, and dispute resolution of this Service Agreement shall be governed by Hong Kong law.
13.2 Any disputes arising from or related to your use of Guance platform services shall be resolved through negotiation between Guance and you. If the negotiation fails, either party may file a lawsuit with the Hong Kong court.
14. Supplementary Provisions¶
14.1 The service descriptions, price descriptions, and the order page you confirm and agree to (including the special terms of the product, service descriptions, operation documents, etc.) on the relevant pages of Guance's website are an integral part of this Service Agreement. In case of inconsistency, the following order shall apply: (1) service descriptions, price descriptions, other order pages, (2) special terms and annexes, (3) general terms of this Service Agreement.
14.2 If the content of this Service Agreement changes, Guance shall notify you of the modification content by publishing an announcement on the appropriate page of its website 30 days in advance; if you continue to use Guance services, it shall be deemed that you accept the relevant modifications made by Guance.
14.3 Guance has the right to transfer all or part of the rights and obligations of this Service Agreement to its affiliated companies after giving notice in advance.
14.4 Guance's waiver of the rights stipulated in this agreement when you are negligent or breach the contract shall not be deemed as a waiver of your other or subsequent similar negligence or breach of contract.
14.5 If any clause of this Service Agreement is deemed to be abolished, invalid, or unenforceable, the clause shall be deemed to be separable and shall not affect the validity and enforceability of the remaining clauses of this agreement.
14.6 The guarantee clauses, confidentiality clauses, intellectual property clauses, applicable law, and dispute resolution clauses in this Service Agreement shall not be invalidated due to the termination of this agreement.