Guance Exclusive Plan Subscription Agreement¶

Effective Date: October 26, 2024

Welcome to Guance SAAS Services.

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

I. Effectiveness of the Agreement¶

User Confirmation: This Agreement is provided online by the Provider. When purchasing Guance Services, the User must carefully read this Agreement and keep it checked to proceed to the next step of the purchase process. Once confirmed by the User, this Agreement becomes legally binding and enforceable on both the Provider and the User.

II. Definitions¶

Guance SAAS Services refers to a system observability product that meets the monitoring needs of cloud, cloud-native, applications, and business, hereinafter referred to as "Guance Services."
Guance Exclusive Plan SAAS Services refers to a specific version that uses Alibaba Cloud SLS for underlying storage. Data is stored in the SLS instance under the User's Alibaba Cloud account, supporting open and flexible self-service analysis with exclusive data ownership. Users can also quickly integrate log data from their own SLS instances into Guance and perform unified analysis 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 Services are protected by copyright laws, international copyright treaties, and other relevant intellectual property laws, regulations, and treaties. Guance Services are licensed for authorized use, not sold.
The copyright/ownership of Guance Services belongs to the rights holder.
Under this Agreement, the Provider grants the User a non-exclusive, non-transferable license to use Guance Services. The User may not resell or otherwise transfer this license for commercial gain.

IV. Fees¶

The Guance Billing Center will automatically generate and send your monthly usage bill for Guance Services, informing you of your monthly consumption. The usage fees will be paid through your Guance Billing Center wallet.
You will use the wallet function opened for each enterprise member in the Guance Billing Center for settlement, which includes the account balance formed by your top-ups.
You can use the Guance Billing Center account balance to purchase Guance Services. Guance will settle your account balance daily based on your usage of Guance Services. If you have bound your Alibaba Cloud account to the Guance Billing Center, Guance will generate daily usage bills based on your usage of Guance Services and synchronize them to your Alibaba Cloud account bound under the Guance Billing Center, and the relevant fees will be paid through your Alibaba Cloud account.
You can top up your account through the client used (including but not limited to mobile phones, websites, and other third-party payment channels) via the corresponding payment methods (specific payment methods are available on the top-up page). When topping up, you may also enjoy top-up discounts provided by the Guance Billing Center (if any, as detailed in the top-up agreement).
When your account balance is exhausted, you will enter a suspended state, and Guance reserves the right to temporarily cancel your eligibility to use Guance Services.
If you remain in the suspended state for more than [15] days (including [15] days), you will enter a delinquent state, and Guance reserves the right to take one or more of the following measures:

1) Guance reserves the right to temporarily cancel your eligibility to use Guance Services.

2) Guance reserves the right to issue a termination notice to you and unilaterally terminate Guance Services, requiring you to pay 20% of the payable fees as a termination penalty.

3) From the date Guance issues the termination notice to you, you shall also pay a daily late fee of 0.5% of the payable fees.

4) Guance reserves the right to process and delete your relevant data in Guance, meaning your relevant data in Guance will be cleared.

5) Guance allows you to unlock the suspended state through the Billing Center. After unlocking, you can continue to use Guance, but the relevant data in Guance before unlocking will be inaccessible.

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

If you have bound your Alibaba Cloud account to the Guance Billing Center and the fees have been paid through your Alibaba Cloud account, the relevant invoices will be issued by Alibaba Cloud, and the application process and rules follow Alibaba Cloud's official rules. If the binding is canceled, for any unsettled fees generated before the cancellation, we will send the fee details to the email address provided when you registered your Guance account and reserve the right to pursue unpaid amounts.

V. User Rights and Obligations¶

The User guarantees that all actions taken while using Guance Services 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 log records of your website in accordance with laws and regulations such as the Cybersecurity Law and the Internet Information Service Management Measures, including the content of the information published, the time of publication, the Internet address (IP), and the domain name, and cooperate with national authorities in providing such records when legally required. You will bear the corresponding legal liability for failing to retain relevant records as required.
The User shall pay the fees for Guance Services on time and in full, otherwise the Provider reserves the right to terminate the User's use of Guance Services at any time, and the User shall bear full responsibility for any damages that may result from the Provider's termination of Guance Services.
The User guarantees that, except for activities explicitly permitted by law, the User shall not reverse engineer, decompile, or disassemble Guance Services.
The User understands and agrees that,

1) Due to current technical limitations, the services provided by the Provider may have defects and cannot guarantee normal execution or achieve the results expected by the User in all circumstances.

2) For any damages caused by the User's use of Guance Services, the User agrees that the maximum compensation limit for Guance shall not exceed 30% of the purchased service duration for the month in which the service availability commitment was not met (excluding any complimentary service duration), as detailed in the relevant pages of Guance's website under the [Guance SAAS Service Level Agreement].

After successfully subscribing to Guance Services, you have the right to require Guance to provide services in accordance with the Guance Services Agreement and the service descriptions, technical specifications, and other content displayed on the relevant pages of Guance's website.
Your use of Guance Services shall comply with this Agreement.
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. You shall bear all losses and consequences resulting from improper maintenance or confidentiality breaches that lead to the loss or leakage of such data, passwords, etc.
You are responsible for the source and content of your user business data, and Guance reminds you to carefully judge the legality of the data source and content. You shall bear the corresponding results and responsibilities if your user business data content violates laws, regulations, departmental rules, or national policies.
You understand and agree that state secrets of the People's Republic of China are protected by law, and you have the obligation to keep state secrets of the People's Republic of China confidential; your use of Guance Services shall comply with relevant confidentiality laws and regulations and shall not endanger the security of state secrets of the People's Republic of China.
You shall also carefully read and comply with the relevant service descriptions, technical specifications, usage processes, operation documents, and other content (collectively referred to as "Operation Guidelines") displayed on the website pages of Guance, and operate in accordance with the relevant Operation Guidelines. You shall bear the consequences of violating the relevant Operation Guidelines; at the same time, Guance solemnly reminds you to carefully assess risks and operate cautiously.

VI. Provider's Rights and Obligations¶

Guance shall provide services in accordance with 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 use;

2) Guance will provide fault support services, and you should report faults through online tickets; Guance will promptly provide support for faults caused by non-human operations, but excluding faults caused by human factors and/or force majeure, and other matters beyond Guance's control.

3) You can also obtain other paid after-sales services through Guance, as detailed in the paid after-sales service content and the [Guance SAAS Service Level Agreement] on the relevant pages of Guance's website.

4) You understand that Guance cannot guarantee that the services provided are flawless (Guance platform products cannot guarantee the absolute security of your hardware or software), but Guance is committed to continuously improving service quality and service levels. Therefore, you agree that even if the services provided by Guance have defects, such defects are unavoidable at the current industry technical level and shall not be considered a breach of contract by Guance. You agree to cooperate with Guance to resolve such defect issues.

5) Some services of Guance may have account authorization management functions, that is, you can authorize all or part of your operation permissions of the services to one or more authorized accounts designated by you. In this case, all operation behaviors performed under any authorized account will be regarded as behaviors performed by you through your own account, and you shall bear the corresponding responsibilities and the service fees generated thereby.

6) You understand and acknowledge that the security protection, management, and monitoring related functions and services provided by Guance, although tested in detail by Guance, cannot guarantee complete compatibility with all software and hardware systems, nor can they guarantee the complete accuracy of the software and services. If incompatibility or software errors occur, you should immediately close or stop using the relevant functions and promptly contact Guance for technical support.

VII. Use and Disclosure of User Data¶

Guance understands and acknowledges that the data processed, stored, uploaded, downloaded, distributed, and otherwise handled by you through Guance Services are your user business data, and you fully own your user business data.
Regarding user business data, Guance will not use or disclose it without authorization except for executing your service requirements; however, the following situations are excluded:

1) When national authorities legally inquire or access user business data, Guance has the obligation to cooperate and disclose to third parties or administrative, judicial, and other institutions in accordance with relevant laws, regulations, or policy documents;

2) You and Guance have otherwise agreed through consultation.

You can delete, modify, and perform other operations on your user business data through Guance Services. If you release the service or delete the data, Guance will delete your data and no longer retain such data according to your instructions. You should operate cautiously when performing deletion, modification, and other operations on the data.
If you use the Guance Exclusive Plan, business data will be stored in the log service SLS instance under your Alibaba Cloud account. During your use of Guance Services, you do not need to pay additional fees for this resource. You can read the data and perform self-service analysis in the SLS console. To prevent affecting the normal use of the system, you will not be able to modify or delete the 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 expires, the service is terminated early (including early termination agreed by both parties, early termination caused by other reasons, etc.), or you are in arrears, except as clearly stipulated by laws and regulations, required by competent authorities, or otherwise agreed by both parties, Guance will only continue to store your user business data (if any) within a certain buffer period (as specified in the specific terms, product documents, service descriptions, etc. applicable to the Guance platform service). 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 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.
Guance adheres to its security commitment to users and protects the data stored on the Guance platform in accordance with applicable laws.

VIII. Intellectual Property¶

Under this Agreement, any materials, technology or technical support, software, services, etc. provided by one party to the other party are owned by the providing party or its legal rights holder; except with the express consent of the providing party or the legal rights holder, the other party has no right to copy, disseminate, transfer, license, or provide others to use the above intellectual property, otherwise it shall bear corresponding responsibilities.
You shall ensure that the materials submitted to Guance, the use of Guance Services, and the results generated by using Guance Services do not infringe on the legitimate rights and interests of any third party. Guance shall ensure that the services provided to you do not infringe on the legitimate rights and interests of any third party.
If a third-party institution or individual questions or complains about the ownership of the intellectual property of the relevant materials involved in your use of Guance Services, or questions or complains about the ownership of the intellectual property of the Guance Services you use, both you and Guance have the responsibility to provide relevant intellectual property proof materials and cooperate with each other's relevant complaint handling work. For claims, lawsuits, or possible lawsuits arising therefrom, the breaching party shall be responsible for resolving, bearing the costs and losses, and exempting the other party from liability.

IX. Confidentiality Clause¶

The confidentiality information referred to in the Guance Services Agreement refers to trade secrets (including financial secrets), technical secrets, business know-how, and/or other information and materials that should be kept confidential (including product information, 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, learned, or generated by one party (hereinafter referred to as the "Receiving Party") from the other party (hereinafter referred to as the "Disclosing Party") due to the performance of this Agreement, 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.
Both parties shall take appropriate measures to properly keep the confidentiality 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 confidentiality information. Both parties shall only use the confidentiality information for the purposes or objectives related to this Agreement.
Both parties guarantee that the confidentiality information can only be known to the responsible persons and employees engaged in the business within their respective parties, and strictly restrict the employees who have access to the above confidentiality information to comply with the confidentiality obligations of this clause.
The above restrictions of this clause do not apply to the following situations:

1) At or before the signing of this Agreement, the confidentiality information has legally belonged to the Receiving Party;

2) The confidentiality information has been publicly disclosed or can be obtained from the public domain when notified to the Receiving Party;

3) The confidentiality information is obtained by the Receiving Party from a third party that has no confidentiality or non-disclosure obligations;

4) Without violating the agreed responsibilities of this Agreement, the confidentiality information has been publicly disclosed or can be obtained from the public domain;

5) The confidentiality 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;

6) The Receiving Party is required by a court or other legal, administrative departments (through oral questions, inquiries, requests for information or documents, subpoenas, civil or criminal investigations, or other procedures) to disclose the confidentiality information;

7) The Receiving Party needs to submit materials or make explanations to the aforementioned institutions in order to apply for a certain business qualification, obtain a certain certification, or comply with national or industry standards/certifications in combination with the situation of the other party. In such cases, the Receiving Party shall adhere to the principle of minimum disclosure under necessary circumstances and require the institutions that have obtained the confidentiality information to keep it confidential according to standards not lower than this Agreement.

Both you and Guance shall make the best efforts to protect the above confidentiality information from being disclosed. Once a disclosure event of the above confidentiality information is discovered, both parties shall cooperate to take all reasonable measures to avoid or mitigate the generation of damage consequences. If the other party suffers losses as a result, the party causing the disclosure shall compensate for the direct economic losses caused to the other party.

X. Duration and Termination¶

After reading and clicking to agree to this Agreement or otherwise choosing to accept this Agreement, you will activate Guance Services. After activation, you will receive the key and password to log in and use the services from Guance, and the service period will start from the time of activation (rather than from the time you receive the key and password to log in and use the services);
Unless otherwise agreed or you have not settled other payable amounts, you can use Guance Services after activation; you shall ensure that your account balance is sufficient to continue using the services until the termination circumstances stipulated by law or the Guance Services Agreement occur.
The service period will be terminated early if any of the following circumstances occur:

1) Both parties agree to terminate early;

2) You seriously violate this Agreement (including, you seriously violate relevant laws and regulations, or you seriously violate any of the commitments under this Agreement, etc.), Guance has the right to terminate the service early until all your data is cleared;

3) You understand and fully acknowledge that although Guance has established (and will continue to improve according to technological development) necessary technical measures to defend against actions or behaviors that harm network security, including computer viruses, network intrusions, and attack damages (including DDoS) (hereinafter collectively referred to as such actions), given the limitations and relativity of network security technology and the unpredictability of such actions, if your website encounters such actions 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 network, Guance may decide to suspend or terminate the service. If the service is terminated, the service fees will be calculated according to the actual service months (less than one month will be calculated by day).

4) Guance may terminate the Guance Services Agreement by notifying you 30 days in advance through an announcement on the Guance website, an internal website notice, or a written notice.

You understand and acknowledge that for technical upgrades, service system upgrades, or due to business strategy adjustments or compliance with major national technology, regulatory policies, etc., Guance does not guarantee the permanent provision of Guance 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 and notify you in advance through one or more methods such as website announcements, internal messages, emails, or text messages.

XI. Liability for Breach of Contract¶

If you violate any of the commitments, guarantee clauses, service usage rules, or obligations in this 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 independently: (1) restrict or suspend the use of the service; (2) terminate the provision of the service and terminate this Agreement; (3) pursue your legal liability; (4) other measures that Guance deems appropriate. The user losses caused by Guance taking measures such as suspending or terminating the service in accordance with the above provisions shall be borne by you.
If you violate relevant laws and regulations or this 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.
You understand and agree that given the special nature of computers and the Internet, the following situations are not considered a breach of contract by Guance:

1) Guance needs to interrupt the service for a short time when configuring, maintaining, or upgrading the system and servers.

2) Your website access speed decreases due to Internet channel congestion.

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 excluding reasons beyond Guance's control.
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).

XII. Notices¶

When using 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 contactable state. The member account (including sub-accounts) that you use to receive internal messages and system messages is also your valid contact information.
Guance will send various notices to one or several of your above contact information, 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.
Guance will send notices to you through the above contact information. Written notices sent electronically, including announcements, text messages sent to your provided contact phone number, emails sent to your provided email address, system messages sent to your account, and internal message information, will be deemed as delivered upon successful sending; written notices sent in paper form will be deemed as delivered on the fifth natural day after being sent to your provided contact address.
You shall ensure that the provided contact information is accurate and valid and update it in real time. If the provided contact information is inaccurate or you do not inform the changed contact information in time, making legal documents unable to be delivered or not delivered in time, you shall bear the possible legal consequences.

XIII. Agreement Modification¶

If any content of this Agreement changes, the Provider shall notify the User of the modified content in an appropriate manner.
If the User does not agree to the Provider's modification of the relevant terms of this Agreement, the User has the right to stop using Guance Services. In this case, the Provider shall refund the remaining fees (if any) to the User and give the User a reasonable period before terminating the service to perform data backup, download, save, migrate, and other necessary work. If the User continues to use Guance Services, it shall be deemed that the User accepts the Provider's modification of the relevant terms of this Agreement.

XIV. Force Majeure¶

If the performance of the Guance Services Agreement becomes impossible, unnecessary, or meaningless due to force majeure or other accidental events, the party suffering from force majeure or accidental events shall not be liable.
Force majeure or accidental events refer to objective events that cannot be foreseen, overcome, and avoided and have a significant impact on one or both parties, including natural disasters such as floods, earthquakes, epidemics, etc., and social events such as wars, riots, government actions, telecommunication trunk line interruptions, hackers, network congestion, telecommunication department technical adjustments, and government controls.

XV. Applicable Law and Dispute Resolution¶

The conclusion, execution, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China.
If a dispute arises between the parties regarding the signing, performance, or interpretation of this Agreement, the parties shall strive to resolve it through friendly negotiation. If the negotiation fails, either party may file a lawsuit with the People's Court in the location of the defendant.

XVI. Supplementary Provisions¶

The attachments to this Agreement, as well as the service descriptions, price descriptions, and the order page (including the specific terms of the product, service descriptions, operation documents, etc.) confirmed by you on the relevant pages of the Guance website, are an integral part of this Agreement. In case of inconsistency, the order of application shall be (1) service descriptions, price descriptions, other order pages, (2) specific terms, (3) general terms of this Agreement.
If the content of this Agreement changes, Guance shall notify you of the modified content through an announcement on the appropriate page of the Guance 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.
Guance has the right to transfer all or part of the rights and obligations of this Agreement to its affiliated companies after notifying in advance.
Guance's waiver of the rights stipulated in this Agreement when you are at fault or in breach of contract shall not be deemed as a waiver of your other or subsequent similar faults or breaches of contract.
If any clause of this Agreement is deemed to be abolished, invalid, or unenforceable, the clause shall be deemed separable and shall not affect the validity and enforceability of the remaining clauses of this Agreement.
The guarantee clauses, confidentiality clauses, intellectual property clauses, applicable law, and dispute resolution clauses in this Agreement shall not be invalid due to the termination of this Agreement.