Guance Exclusive Plan Service Agreement¶

Effective Date: October 26, 2024

Welcome to using Guance SAAS services.

The Guance SAAS Service User Agreement ("this Agreement") is a legal agreement between you ("User") and Shanghai Guance Future Information Technology Co., Ltd. ("Service Provider") regarding the provision of Guance SAAS services ("Guance Services").

I. Effectiveness of the Agreement¶

User Confirmation for Effectiveness: This agreement is provided in an online version by the service provider. When purchasing Guance services, users should carefully read this agreement and ensure it remains checked before proceeding with the purchase. Once confirmed by the user, this agreement becomes contractually binding and legally enforceable for both the service provider and the user.

II. Definitions¶

Guance SAAS Service refers to a system observability product that meets cloud, cloud-native, application, and business monitoring needs. Hereinafter referred to as "Guance Service".
Guance Exclusive Plan SAAS Service refers to a specific version using Alibaba Cloud SLS products for underlying storage. Data is stored in SLS instances under the user's Alibaba Cloud account, supporting open self-service flexible analysis and data exclusivity. Users can also quickly integrate log data from their own SLS instances into Guance for unified analysis and processing with trace and metrics data. Hereinafter referred to as "Guance Exclusive Plan".
Shanghai Guance Future Information Technology Co., Ltd. is the provider of Guance SAAS services, hereinafter referred to as "Guance".

III. Usage License¶

Guance Service is protected by copyright law, international copyright treaties, and other relevant intellectual property laws, regulations, and treaties. Guance Service is licensed for use by authorized users, not sold.
The copyright/ownership of Guance Service belongs to the rights holder.
According to this agreement, the service provider grants the user a non-exclusive, non-transferable license to use Guance Service. Users may not resell or transfer this usage license right for commercial gain.

IV. Fees¶

Guance Billing Center will automatically generate and send monthly usage invoices for Guance Service, informing you of your monthly expenses. Payment will be made through your Guance Billing Center wallet.
You will settle via the wallet function enabled for each enterprise member through Guance Billing Center, which includes account balances formed by recharges.
You can use Guance Billing Center account balance to purchase Guance Service. Guance will settle daily based on your usage and deduct the corresponding fees from your account balance. If your Alibaba Cloud account is linked to Guance Billing Center, Guance will generate daily usage invoices based on your usage and synchronize them to your Alibaba Cloud account for payment.
You can recharge your account through various payment methods (including but not limited to mobile, website, and other third-party payment channels) as specified on the recharge page. During recharging, you may enjoy any recharge discounts offered by Guance Billing Center (if applicable, see the recharge agreement).
When your account balance is exhausted, you will enter a suspended state, and Guance has the right to temporarily revoke your Guance Service usage qualification.
If your suspension period exceeds 15 days (including 15 days), you will enter an overdue status. Guance has the right to take one or more of the following measures:

1) Temporarily revoke your Guance Service usage qualification. 2) Send a termination notice and unilaterally terminate Guance Service, requiring you to pay 20% of the outstanding fees as a breach of contract penalty. 3) Starting from the date Guance sends the termination notice, you must pay 0.5% of the outstanding fees daily as late payment interest. 4) Guance has the right to handle and delete your data in Guance. 5) Guance allows you to unlock the suspended status through the Billing Center. After unlocking, you can continue using Guance, but data prior to unlocking will no longer be accessible.

Invoice Application: After receiving the monthly invoice or purchasing a prepaid card on Guance Billing Center, you can contact Guance sales personnel or submit a ticket on Guance Billing Center to apply for an invoice. Provide accurate invoicing information when applying. Electronic invoices are supported, and the tax rate is determined according to national tax laws. Guance will complete invoicing within 5 working days after receiving the payment and send the invoice directly to the email address you provided during the application.

If your Alibaba Cloud account is linked to Guance Billing Center and payments have been made through your Alibaba Cloud account, related invoices will be issued by Alibaba Cloud. Follow the official rules and procedures of Alibaba Cloud. If the link is canceled, we will send detailed fee statements to the email address associated with your Guance account and retain the right to pursue unpaid amounts.

V. Rights and Obligations of Users¶

Users guarantee that all actions taken while using Guance Service comply with national laws and regulations, are legal and genuine, and do not infringe on the legitimate rights and interests of any third party. You must retain access logs of your website according to the "Cybersecurity Law", "Internet Information Service Management Measures", and other laws and regulations, including published content, publication time, IP addresses, domain names, etc. You must cooperate with relevant authorities if they request access to these records. You will bear full responsibility for any legal consequences arising from failing to retain such records.
Users must pay Guance Service fees on time and in full; otherwise, the service provider reserves the right to terminate your use of Guance Service at any time. You shall bear full responsibility for any damages resulting from the termination of Guance Service.
Except for activities explicitly allowed by law, users may not reverse engineer, decompile, or disassemble Guance Service.
Users understand and agree:

1) Due to existing technical limitations, the service provider cannot guarantee that the service will operate flawlessly under all circumstances or achieve the results expected by users. 2) Users agree that the maximum compensation limit for any damage caused by using Guance Service is up to 30% of the service duration purchased in the month where service availability commitments were not met (excluding gifted service duration). Refer to the [Guance SaaS Service Level Agreement] for details.

After successfully subscribing to Guance Service, you have the right to require Guance to provide services according to the Guance Service Agreement and the service description, technical specifications, and other content displayed on the Guance website.
Your use of Guance Service must comply with this Agreement.
You are responsible for the integrity and confidentiality of your data stored on Guance platforms and the passwords and credentials used to access and manage various products and services on Guance platforms. Any losses or consequences resulting from improper maintenance or confidentiality breaches of the above data, passwords, and credentials will be borne by you.
You are responsible for the source and content of your business data on Guance platforms. Guance advises you to carefully assess the legality of your data sources and content. You will bear the consequences and responsibilities for any violations of laws, regulations, departmental rules, or national policies due to your 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 these secrets confidential. You should use Guance Service in compliance with relevant confidentiality laws and regulations and must not endanger the security of the state secrets of the People's Republic of China.
You should carefully read and follow the service descriptions, technical specifications, usage procedures, operation manuals, and other content (collectively referred to as "operating instructions") displayed on the Guance website. You will bear the consequences of violating these operating instructions. Guance strongly advises you to proceed with caution and manage risks appropriately.

VI. Rights and Obligations of the Service Provider¶

Guance should provide services according to this Agreement.
During the service period, Guance will provide you with the following after-sales services:

1) Guance will provide [5]×[8] telephone and online ticket consultation services to answer your questions during usage. 2) Guance will provide fault support services, which you should report through online tickets. Guance will promptly provide support for faults caused by non-human operations, excluding those caused by human error or force majeure or matters outside Guance's control. 3) You can obtain additional paid after-sales services from Guance. For details, refer to the chargeable after-sales service content and [Guance SaaS Service Level Agreement] on the Guance website. 4) You understand that Guance cannot guarantee its services are completely flawless (the Guance platform does not guarantee absolute security of your hardware or software), but Guance commits to continuously improving service quality and level. Therefore, you agree that even if Guance services have flaws, these flaws are unavoidable given current industry technology levels and will not be considered a breach of contract by Guance. You agree to work with Guance to resolve these flaws. 5) Some Guance services may have account authorization management functions, allowing you to delegate all or part of the operational permissions to one or more designated accounts. Any actions performed under these authorized accounts will be treated as actions taken through your own account, and you will bear the corresponding responsibilities and service fees. 6) You should understand and acknowledge that although Guance provides security protection, management, and monitoring features for Guance services, despite thorough testing, Guance cannot guarantee compatibility with all software and hardware systems or the accuracy of the software and services. If incompatibility or software errors occur, you should immediately stop using the related features and promptly contact Guance for technical support.

VII. Use and Disclosure of User Data¶

Guance understands and acknowledges that any data processed, stored, uploaded, downloaded, distributed, or handled in any other way through Guance services are your user business data, and you fully own your user business data.
Regarding user business data, except as required by law, Guance will only use and disclose it according to your service requirements and will not make unauthorized use or disclosure. However, exceptions include:

1) When national authorities legally query or review user business data, Guance has the obligation to provide cooperation and disclose to third parties or administrative, judicial institutions according to relevant laws and regulations or policy documents. 2) Mutual agreement between you and Guance.

You can independently perform operations such as deleting, modifying, etc., on your user business data through Guance services. If you release services or delete data, Guance will delete your data and no longer retain it according to your instructions. You should operate cautiously when performing these actions.
If you use Guance Exclusive Plan, business data will be stored in SLS instances under your Alibaba Cloud account. During your use of Guance services, you do not need to pay extra for this resource. You can read and analyze this data on the SLS console. To prevent affecting normal system operation, you cannot modify or delete this data through the Alibaba Cloud SLS console. If you need to modify or delete this data, please operate through the Guance platform.
When the service period ends, the service is terminated early (including mutual agreement for early termination or other reasons leading to early termination), or you become overdue, unless otherwise required by law, regulatory authorities, or mutually agreed upon, Guance will store your user business data (if any) within a certain buffer period (as specified in the dedicated terms, product documentation, service descriptions, etc., of the Guance platform). After the buffer period expires, Guance will delete all user business data, including all cached or backup copies, and no longer retain any of your user business data.
Once user business data is deleted, it cannot be recovered. You should bear the consequences and responsibilities arising from the deletion of this data. You understand and agree that Guance does not have the obligation to retain, export, or return user business data.
Guance adheres to its commitment to user security and protects user data stored on Guance platforms according to applicable laws.

VIII. Intellectual Property¶

Any materials, technologies, or technical support, software, services, etc., provided by one party to the other under this agreement belong to the providing party or its rightful owner. Unless explicitly agreed by the providing party or the rightful owner, the other party has no right to copy, distribute, transfer, or authorize others to use these intellectual achievements without permission, and should bear the corresponding responsibilities.
You should ensure that the materials submitted to Guance, the use of Guance services, and the results generated from using Guance services do not infringe on any third party's legitimate rights and interests. Guance should ensure that the services provided to you do not infringe on any third party's legitimate rights and interests.
If a third party or individual questions the intellectual property ownership of the materials you use or the Guance services, both you and Guance have the responsibility to provide relevant intellectual property proof materials and cooperate with the complaint handling process. The breaching party should be responsible for resolving the claims, lawsuits, or potential lawsuits, bearing the costs and losses, and indemnifying the other party.

IX. Confidentiality Clause¶

Confidential information, as defined in this Guance service agreement, refers to commercial secrets (including financial secrets), technical secrets, business know-how, and other information and materials that one party (hereinafter referred to as "Recipient") obtains from the other party (hereinafter referred to as "Discloser") or generates during the performance of this agreement, regardless of the form or carrier, whether disclosed verbally, graphically, or in writing by the Discloser indicating its confidentiality.
Both parties should take appropriate measures to properly preserve the confidential information provided by the other party, with the same level of care as they would for their own confidential information. Both parties may only use the confidential information for purposes related to this agreement.
Both parties should ensure that the confidential information is known only to the responsible individuals and employees involved in the business and strictly limit the employees who come into contact with the confidential information to adhere to the confidentiality obligations outlined in this clause.
The restrictions mentioned in this clause do not apply to the following situations:

1) At the time of signing this agreement or earlier, the confidential information already legally belonged to the Recipient. 2) The confidential information was publicly available or could be obtained from public sources when notified to the Recipient. 3) The confidential information was obtained from a third party without a confidentiality or non-disclosure obligation. 4) The confidential information has been made public or can be obtained from public sources without violating the obligations stipulated in this agreement. 5) The confidential information was independently developed by the Recipient or its affiliates without benefiting from information obtained from the Discloser or its affiliates. 6) The Recipient discloses confidential information due to court orders or other legal or administrative requirements (through oral questioning, inquiries, requests for materials or documents, summonses, civil or criminal investigations, or other procedures). 7) The Recipient discloses information to administrative departments, industry associations, or other institutions for obtaining business qualifications, certifications, or compliance with national or industry standards/certifications, adhering to the principle of minimal disclosure and ensuring that the institution receiving the information complies with confidentiality standards no less stringent than those in this agreement.

Both you and Guance should make every effort to protect the above-mentioned confidential information from being disclosed. In case of a leak, both parties should cooperate and take all reasonable measures to avoid or mitigate any damage. If either party suffers any loss as a result, the leaking party should compensate for the direct economic losses incurred.

X. Term and Termination¶

After reading and agreeing to this agreement or accepting it in other ways, you will activate Guance services. Upon activation, you will receive login keys, passwords, and other means to access and use the services, starting the service period (not from the time you receive the login keys or passwords).
Unless otherwise agreed or you have outstanding payments, you can start using Guance services after activation. Ensure your account balance is sufficient to sustain continuous service until the termination conditions specified by law or the Guance service agreement are met.
The service period will terminate prematurely under any of the following circumstances:

1) Both parties agree to terminate the service early. 2) You seriously violate this agreement (including serious violations of relevant laws and regulations or any commitments under this agreement), Guance has the right to terminate the service and clear all your data. 3) You understand and fully recognize that although Guance has established (and will continuously improve) necessary technical measures to defend against cybersecurity threats (including DDoS attacks), unforeseen events can still impact Guance or its network/servers. If your website encounters such incidents causing harm to Guance or its networks/servers, Guance may suspend or terminate the service. If terminated, charges will be calculated based on actual months of service (pro-rated by day if less than a month). 4) Guance can terminate the Guance service agreement 30 days in advance by notifying you via the Guance website, site messages, or written notices.

You understand and acknowledge that for technical upgrades, service system upgrades, or adjustments to business strategies or compliance with significant national technological or regulatory changes, Guance does not guarantee permanent provision of Guance services and has the right to change the form, specifications, or other aspects (such as pricing and billing models) of the provided services. Before terminating or making changes, Guance will notify you in advance through website announcements, internal messages, emails, or SMS.

XI. Liability for Breach¶

If you violate any commitment, guarantee, service usage rule, or obligation stated in this agreement, or if 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 depending on the severity: (1) restrict or suspend service usage; (2) terminate service provision and this agreement; (3) hold you legally liable; (4) take other measures deemed appropriate by Guance. Any losses incurred by users due to Guance taking measures like suspending or terminating service will be borne by you.
If your violation of laws and regulations or this agreement, related rules causes Guance to suffer any loss, receive claims from other users or third parties, or face penalties from administrative authorities, you should fully compensate Guance, other users, or relevant third parties, including reasonable attorney fees.
You understand and agree that the following situations do not constitute a breach by Guance:

1) Guance needs to interrupt service briefly during system and server configuration, maintenance, and upgrades. 2) Internet congestion slows down access to your website.

If Guance causes you to be unable to use the service normally for 72 consecutive hours due to Guance's reasons, you may terminate the service, except for reasons beyond Guance's control.
Under any circumstances, Guance will not be liable for indirect, consequential, punitive, incidental, or special damages, including lost profits suffered by you due to using Guance services (even if you have been informed of the possibility of such losses).

XII. Notifications¶

When using Guance services, you should provide Guance with valid and effective contact information (including email address, phone number, physical address, etc.). If your contact information changes, you should update it promptly and ensure it remains reachable. Your membership account (including sub-accounts) for receiving internal messages and system notifications is also considered valid contact information.
Guance will deliver various notifications to one or several of your contact methods, and such notifications may significantly impact your rights and obligations. Please stay updated regularly.
Notifications sent electronically, including announcements, SMS to your provided phone number, emails to your provided email address, system messages, and internal messages, are considered delivered upon successful transmission. Paper-based notifications are deemed delivered five natural days after mailing to the provided address.
You should ensure that the provided contact information is accurate and effective and update it promptly. Failure to do so, leading to undelivered or untimely delivery of legal documents, will result in you bearing the legal consequences thereof.

XIII. Agreement Modification¶

If any content of this agreement changes, the service provider should inform users of the modifications through appropriate means.
If users disagree with modifications made by the service provider to this agreement, they have the right to stop using Guance services. In such cases, the service provider should refund any remaining fees (if any) and give users a reasonable period to back up, download, save, migrate, and perform other necessary tasks. Continuing to use Guance services implies acceptance of the modified terms.

XIV. Force Majeure¶

If force majeure or other unexpected events make the fulfillment of this Guance service agreement impossible, unnecessary, or meaningless, the affected party is not liable.
Force majeure and unexpected events refer to unforeseeable, uncontrollable, and unavoidable objective events that significantly impact one or both parties, including natural disasters such as floods, earthquakes, epidemics, and social events such as wars, riots, government actions, telecommunications backbone interruptions, hacker attacks, network congestion, telecommunications department adjustments, and government controls.

XV. Governing Law and Dispute Resolution¶

This agreement is governed by the laws of the People's Republic of China.
In case of disputes arising from the signing, performance, or interpretation of this agreement, both parties should attempt to resolve them amicably through negotiation. If negotiations fail, either party may file a lawsuit with the local people's court where the defendant is located.

XVI. Miscellaneous¶

Appendices of this agreement, service descriptions, price explanations, and order confirmation pages (including dedicated terms, service descriptions, operation manuals, etc.) on the Guance website are integral parts of this agreement. In case of inconsistencies, the following order of precedence applies: (1) service descriptions, price explanations, other order confirmation pages; (2) dedicated terms; (3) general terms of this agreement.
If the content of this agreement changes, Guance should announce the modifications on the Guance website at least 30 days in advance. Continued use of Guance services implies acceptance of the modifications.
Guance has the right to transfer all or part of the rights and obligations under this agreement to its affiliated companies upon prior notice.
Guance waiving rights under this agreement due to your negligence or breach does not imply waiver of future similar breaches.
If any clause of this agreement is found void, invalid, or unenforceable, it is severable and does not affect the validity and enforceability of the remaining clauses.
Guarantee clauses, confidentiality clauses, intellectual property clauses, governing law, and dispute resolution clauses remain effective even after the termination of this agreement.