Guance Commercial Plan Subscription Agreement¶

Effective Date: October 26, 2024

Notice Clauses¶

Welcome to sign the "Guance Product Service Agreement" (hereinafter referred to as "this Agreement") with Shanghai Guance Future Information Technology Co., Ltd. (hereinafter referred to as "Guance") and use the "Guance" service!

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.

[Prudent Reading] You should read this Agreement carefully before agreeing to it. Please be sure to read it prudently 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 underline, 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 to agree to this Agreement or otherwise choose to accept this Agreement, it means that you have fully read, understood and accepted all the contents of this Agreement, and have reached an agreement with "Guance". This Agreement shall be established from the date you confirm by clicking on the web page or otherwise choose to accept this Agreement. During the process of reading this Agreement, if you do not agree with this Agreement or any of its clauses, please do not perform the signing action.

Service Clauses¶

1. Contracting Parties and Scope of Agreement¶

This Service Agreement is the service agreement signed between you and Shanghai Guance Future Information Technology Co., Ltd. for your use of the Guance all-in-one data monitoring cloud platform [Commercial Plan].

2. Service Content¶

The "service" in this clause refers to: the Guance all-in-one data monitoring cloud platform [Commercial Plan] service displayed on the "Guance" website https://www.guance.com/ and client (hereinafter referred to as "Guance Website" individually or collectively), which 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 the Guance website)

3. Service Charges¶

3.1 The Guance Billing Center will automatically generate and send your monthly usage bill for Guance products, informing you of your monthly consumption.

3.2 The Guance all-in-one data monitoring cloud platform, as one of the products of the Guance Billing Center, will be paid through your Guance Billing Center wallet.

3.2.1 You will use the wallet function opened by the Guance Billing Center for each enterprise member to settle, 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 (for specific payment methods, please refer to the recharge page). When recharging, you can also enjoy the recharge discounts granted by the Guance Billing Center (if any, for details, please refer to the recharge agreement).

3.2.4 When your account balance is used up, you have entered a suspended state, and "Guance" has the right to temporarily cancel your eligibility to use Guance products.

3.2.5 When the time you enter the suspended state exceeds [15] days (including [15] days), you have entered a 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 send you a termination notice and unilaterally terminate this service clause, and require you to pay 20% of the payable fees as termination liquidated damages.

ⅲ From the date "Guance" sends you the termination notice, you shall also pay 0.5% of the payable fees as a late fee per day.

ⅳ For your relevant data on Guance, "Guance" has the right to process and delete and destroy it, that is, your relevant data on 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 of 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 you cancel the subscription, we will send you the fee details through the email address you provided when registering for the Guance account, and reserve the right to pursue unpaid accounts.

3.3 Invoice Application

After you receive the monthly consumption bill or purchase prepaid card on the Guance Billing Center, you can contact the "Guance" sales personnel or submit a work order on the Guance Billing Center to apply for an invoice. When applying for an invoice, you need to provide accurate invoice information, and electronic invoices are supported. The invoice tax rate is determined according to national tax laws and regulations. "Guance" will complete the invoice within 5 working days after receiving the invoice application and 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 Guance services, you have the right to require "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 the "Guance" website.

4.2 You should pay the corresponding service fees in accordance with the prompts on the website pages of the 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. You shall bear the losses and consequences caused by improper maintenance or confidentiality of the above data, passwords, etc.

4.5 You must retain the access log records of your website in accordance with the "Cybersecurity Law", "Administrative Measures for Internet Information Services" and other laws and regulations, including the published information content and its publication time, Internet address (IP), domain name, etc., and you should cooperate with the relevant state authorities when they legally inquire. You shall bear the corresponding legal liabilities caused by 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 shall bear the corresponding results and responsibilities caused by the content of your user business data violating laws, regulations, departmental rules or national policies.

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; your use of Guance services should comply with the requirements of relevant confidentiality laws and regulations, and should not endanger the security of the state secrets of the People's Republic of China.

4.8 You should also carefully read and comply with the corresponding service descriptions, technical specifications, usage processes, operation documents, etc. displayed on the website pages by "Guance" (hereinafter referred to as "Operation Guidelines"), and operate in accordance with the relevant operation guidelines. You shall bear the consequences caused by violating the relevant operation guidelines; at the same time, "Guance" solemnly reminds you to be cautious and operate at your own risk.

5. Rights and Obligations of "Guance"¶

5.1 "Guance" should provide services in accordance with this 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 in 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 excluding faults caused by 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 content and [Guance SaaS Service Level Agreement] on the relevant pages of the "Guance" website.

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 level. Therefore, you agree: even if the services provided by "Guance" have flaws, but the above flaws are unavoidable at the current industry technical level, they will not be regarded as "Guance" breaching the 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 of the service 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 tested these services in detail, cannot guarantee their complete compatibility with all software and hardware systems, nor can it guarantee the complete accuracy of its software and services. If there is incompatibility and software errors, 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 otherwise handle through the Guance platform are your user business data, and you fully own your user business data.

6.2 For user business data, "Guance" will not use or disclose it without authorization except for executing your service requirements; but the following situations 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, etc. 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 operations such as deleting and changing data, you should operate with caution.

6.4 When the service period expires, the service is terminated in advance (including termination in advance by mutual agreement, termination in advance due to other reasons, etc.) or you are in arrears, except as expressly stipulated by laws and regulations, required by the 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 (subject to the time limit specified in the special clauses, 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 backup copies, and no longer retain any of your user business data.

6.5 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.

6.6 "Guance" abides by its commitment to user security and protects the data stored by users on the Guance platform in accordance with applicable laws.

7. Intellectual Property¶

7.1 Under this Agreement, any materials, technologies or technical support, software, services, etc. provided by one party to the other party are owned by the providing party or its legitimate right holders; except with the express consent of the providing party or the legitimate right holders, the other party has no right to copy, disseminate, transfer, license or provide others to use the above intellectual achievements, otherwise it shall bear 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 legitimate rights and interests of any third party. "Guance" shall ensure that the services provided to you do not infringe any legitimate rights and interests of any third party.

7.3 If a third-party institution or individual questions or complains about the ownership of intellectual property rights related to the materials involved in your use of "Guance" services, or questions or complains about the ownership of intellectual property rights of "Guance" services you use, both you and "Guance" have the responsibility to provide relevant intellectual property certification materials and cooperate with the other party's relevant complaint handling work. For 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 from liability.

8. Confidentiality Clauses¶

8.1 The confidential information referred to in this Service 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 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, known 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 orally, in images or in writing 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 relevant purposes or purposes under this Agreement.

8.3 Both parties shall ensure that the confidential information is only known to the responsible persons 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 restrictive clauses do not apply to the following situations:

8.4.1 At the time of or before the signing of this Agreement, the confidential information has been legally owned by the Receiving Party;

8.4.2 When the confidential information is notified to the Receiving Party, it has been publicly disclosed or can be obtained from the public domain;

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 under this Agreement, the confidential information has been publicly disclosed 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 no benefit is obtained from the information obtained from the Notifying Party or its affiliates or subsidiaries;

8.4.6 The Receiving Party is required by a court or other legal or administrative authorities (through oral questioning, inquiry, request for materials or documents, subpoena, civil or criminal investigation or other procedures) to disclose confidential information;

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

8.5 Both you and "Guance" shall make the best efforts 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. If the other party suffers losses as a result, the party causing the leak shall compensate for the direct economic losses caused to the other party.

9. Service Activation, Termination and Change¶

9.1 After you read and click to agree to this Agreement or otherwise choose to accept this Agreement, 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 shall be calculated from the time of activation (rather than 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 should ensure that your account balance is sufficient to continue using the service until the termination situation stipulated by law or this Service Agreement occurs.

9.3 The service period shall be terminated in advance under any of the following circumstances:

9.3.1 Both parties agree to terminate in advance;

9.3.2 You seriously violate this Agreement (including, you seriously violate the provisions of relevant laws and regulations, or you seriously violate any of the commitment contents 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 matters or behaviors that endanger network security, 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 other networks or servers of "Guance" (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" internal, "Guance" may decide to suspend or terminate the service. If the service is terminated, the service fee will be calculated according to 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 sending you a website internal notice or written notice.

9.4 You understand and recognize that for technical upgrades, service system upgrades, or due to business strategy adjustments or in line with major national technical and regulatory policy 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 service). Before terminating the service or making the above changes, "Guance" will make the best efforts and give prior notice in one or more ways such as website announcements, station letters, emails or text messages.

10. Liability for Breach of Contract¶

10.1 If you violate any of the commitments, guarantee clauses, service usage rules or obligations in this Agreement, or "Guance" judges 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 independent judgment: (1) restrict or suspend the use of the service; (2) terminate the provision of services 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 services in accordance with the above agreement shall be borne by you.

10.2 If you violate relevant laws and regulations or this Agreement or relevant 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 a breach of contract by "Guance":

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 access speed of your website decreases due to Internet congestion.

10.4 If you cannot use the service normally for 72 consecutive hours due to the reasons of "Guance", you may terminate the acceptance of the service, but the reasons beyond the control of "Guance" 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 contactable state. The member account (including sub-accounts) that you use to receive station letters and system messages is also your valid contact information.

11.2 "Guance" will send you various notices through one or more 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 be sure to pay attention to them in time.

11.3 "Guance" sends you notices through the above contact methods. Among them, written notices sent electronically, including announcements, text messages sent to the contact phone number you provided, emails sent to the email address you provided, and system messages and station letters sent to your account, shall be deemed as delivered upon successful sending; written notices sent in paper carriers shall be deemed as delivered on the fifth 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 you do not inform the changed contact information in time, resulting in legal documents not being delivered or not being 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 and accidents 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, interruption of the main line of telecommunications, hackers, network congestion, technical adjustments of telecommunications departments 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 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 the Guance platform services and related to the Guance platform services shall be resolved through negotiation between "Guance" and you. If the negotiation fails, either party may file a lawsuit with the People's Court of Pudong New District, Shanghai.

14. Supplementary Provisions¶

14.1 The service descriptions, price descriptions and the ordering pages (including the special clauses of the products, 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 following order shall apply: (1) service descriptions, price descriptions, other ordering pages, (2) special clauses, (3) general clauses of this Agreement.

14.2 If the content of this Agreement changes, "Guance" shall notify you of the modification content by giving 30 days' notice on the appropriate page of the "Guance" website; 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 Agreement to its affiliated companies by giving prior notice.

14.4 "Guance" waives the rights stipulated in this Agreement when you are at fault or breach the contract, which shall not be deemed as a waiver of your other or subsequent similar faults or breaches of contract.

14.5 If any clause of this Agreement is deemed to be abolished, invalid or unenforceable, the clause shall be deemed to be severable 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, etc. under this Agreement shall not be invalid due to the termination of this Agreement.