Guance Commercial Plan Service Agreement¶

English Version of Agreement

Effective Date: October 26, 2024

Notice Clauses¶

Welcome to jointly sign this "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" services!

The index keywords listed before each clause in the agreement are only for helping you understand the main idea expressed in that clause 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 each clause.

[Prudent Reading] Before agreeing to this Agreement, you should carefully read this Agreement. You must prudently read and fully understand the content of each clause, especially the clauses that exempt or limit liability, legal application, and dispute resolution. These clauses will be marked in bold or underlined, and you should focus on reading them. If you have any questions about the Agreement, you can consult customer service and relevant business departments.

[Signing Action] When you read and click to agree to this Agreement or choose to accept this Agreement in other ways, it means that you have fully read, understood, and accepted all the contents of this Agreement and reached a consensus with "Guance". This Agreement shall come into effect from the date you confirm or accept this Agreement through the network page or in other ways. During the process of reading this Agreement, if you do not agree with this Agreement or any of its terms, please do not take 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. regarding your use of the one-stop data monitoring cloud platform [Commercial Plan] of Guance.

2. Service Content¶

In this clause, "Service" refers to: The website https://guance.com/ and client of "Guance" (hereinafter collectively referred to as "Guance Website") display the commercial plan service of the one-stop data monitoring cloud platform provided by Guance that you apply for and subscribe to and that Guance agrees to provide to you. (For more details, see the service content and quotation on the related pages of Guance's website.)

3. Service Fees¶

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

3.2 As one of the products of the Guance Billing Center, the usage fees for the one-stop data monitoring cloud platform of Guance 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 for settlement. This wallet includes the account balance formed by your recharge.

3.2.2 You can use the balance in your Guance Billing Center account to purchase Guance products. Guance will settle daily based on your usage of Guance products and deduct the corresponding amount from your account balance.

3.2.3 You can recharge your account via the payment methods available on the client you use (including but not limited to mobile phones, websites, and other third-party payment channels). When recharging, you may also enjoy the recharge discounts offered by the Guance Billing Center (if any, see the recharge agreement for details).

3.2.4 When your account balance is used up, you will enter a suspended state, and Guance has the right to temporarily cancel your Guance product usage qualification.

3.2.5 If the time you remain in the suspended state exceeds [15] days (including [15] days), you will enter an overdue state, and Guance has the right to take one or more of the following measures:

ⅰ Guance has the right to temporarily cancel your Guance product usage qualification.

ⅱ Guance has the right to issue a termination notice and unilaterally terminate this service clause, and require you to pay 20% of the payable fees as a termination penalty.

ⅲ From the date Guance issues the termination notice to you, you will also need to pay 0.5% of the payable fees daily to Guance.

ⅳ For your data related to Guance, Guance has the right to handle and delete it, which means your data related to Guance will be cleared.

v Guance allows you to unlock the suspended status through the billing center. After unlocking, you can continue to use Guance. At this point, the data related to Guance before unlocking will not be accessible.

3.2.6 You can subscribe to Guance services through the cloud market of cloud service providers cooperating with Guance and settle fees using your cloud account. If you cancel the subscription, we will send you a detailed fee statement via the email address you provided when registering for the Guance account, and reserve the right to pursue unpaid amounts.

3.3 Invoice Application

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

4. Your Rights and Obligations¶

4.1 After successfully subscribing to Guance services, you have the right to request that "Guance" provide services in accordance with this service agreement and the service descriptions, technical specifications, etc., displayed on the "Guance" website.

4.2 You should pay the corresponding service fees according to the prompts on the Guance Billing Center website 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 stored on the Guance platform, as well as the passwords and access codes for various products and services on the Guance platform. Any losses or consequences caused by improper maintenance or confidentiality leading to the loss or leakage of such data, passwords, or access codes shall be borne by you.

4.5 You must retain log records of your website visits in accordance with the provisions of laws and regulations such as the Cybersecurity Law and the Measures for the Administration of Internet Information Services, including the content of published information and their publication times, Internet addresses (IP), domain names, etc., and cooperate with inquiries from relevant national authorities. You will bear the corresponding legal liabilities arising from failing to retain relevant records as required.

4.6 You are responsible for the source and content of your user business data. "Guance" advises you to carefully judge the legality of the data source. You will bear the corresponding results and responsibilities arising from violations of laws, regulations, departmental rules, or national policies due to the content of your user business data.

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 confidential; you should abide by the requirements of relevant confidentiality laws and regulations when using Guance services and not endanger the security of the state secrets of the People's Republic of China.

4.8 You should carefully read and follow the corresponding service descriptions, technical specifications, usage processes, operation documents, etc., displayed on the "Guance" website pages (collectively referred to as "operation instructions") and operate accordingly. You will bear the consequences of violating these operation instructions; at the same time, "Guance" solemnly reminds you to assess risks and operate cautiously.

5. Rights and Obligations of "Guance"¶

5.1 "Guance" should provide services in accordance with the agreed terms of 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] x [8] telephone and online ticket consultation services to answer your questions during use;

5.2.2 "Guance" will provide you with fault support services. You should declare faults through online tickets. "Guance" will promptly provide support for non-manual faults, except those caused by your manual actions and/or force majeure or other matters outside the control of "Guance".

5.3 You can also obtain other paid after-sales services through "Guance". For specific details, see the paid after-sales service content and [ Guance SaaS Service Level Agreement ] on the "Guance" website.

5.4 You understand that "Guance" cannot guarantee that the services provided are flawless ("Guance" platform products cannot guarantee absolute security of your hardware or software), but "Guance" commits to continuously improving service quality and level. Therefore, you agree: even if the services provided by "Guance" have flaws, if these flaws are unavoidable given the current industry technology level, they will not be considered as "Guance" breach of contract. You agree to cooperate with "Guance" to resolve these flaws.

5.5 Some services of Guance may have account authorization management functions, meaning you can authorize some or all of your operation permissions for the services to one or more designated authorized accounts. In such cases, all operations performed under any authorized account will be regarded as operations conducted through your personal account, and you will bear the corresponding responsibilities and service fees.

5.6 You should understand and recognize that although "Guance" has tested the security protection, management, and monitoring functions and services of the Guance services in detail, they may not be fully compatible with all software and hardware systems, nor can the accuracy of the software and services be fully guaranteed. If incompatibility or software errors occur, you should immediately close or stop using the relevant functions and promptly contact "Guance" for technical support.

6. User Business Data¶

6.1 "Guance" understands and recognizes that the data processed, stored, uploaded, downloaded, distributed, and handled in other ways through the Guance platform are your user business data, and you fully own your user business data.

6.2 Regarding user business data, except for the following circumstances, "Guance" will not use or disclose the data without authorization beyond executing your service requirements:

6.2.1 When national authorities legally inquire or review user business data, "Guance" has the obligation to provide cooperation in accordance with relevant laws and regulations or policy documents, and to disclose to third parties or administrative, judicial, and other institutions;

6.2.2 You and "Guance" negotiate otherwise.

6.3 You can independently delete, modify, or perform other operations on your user business data. If you release services or delete data, "Guance" will delete your data and no longer retain such data according to your instructions. You should operate cautiously regarding data deletion and modification.

6.4 When the service term expires, the service terminates prematurely (including both parties agreeing to terminate prematurely, or other reasons causing premature termination), or you incur arrears, except as explicitly stipulated by laws and regulations, required by competent authorities, or otherwise agreed upon by both parties, "Guance" will only continue to store your user business data (if any) within a certain buffer period (based on the exclusive terms, product documentation, service descriptions, etc., applicable to Guance platform services). After the buffer period ends, "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 should bear the consequences and responsibilities resulting from the deletion of the data. You understand and agree that "Guance" does not have the obligation to continue retaining, exporting, or returning user business data.

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

7. Intellectual Property Rights¶

7.1 Under this agreement, any materials, technologies, or technical or software support provided by one party to the other belong to the providing party or its legitimate right holders; unless the providing party or the legitimate right holders expressly agree, the other party has no right to copy, disseminate, transfer, license, or provide others with the use of such intellectual achievements, and should bear corresponding responsibilities otherwise.

7.2 You should ensure that the materials submitted to "Guance", the use of "Guance" services, and the results produced by using "Guance" services do not infringe on the legitimate rights and interests of any third party. "Guance" should ensure that the services provided to you do not infringe on the legitimate rights and interests of any third party.

7.3 If any third party organization or individual questions the ownership of intellectual property rights related to your use of "Guance" services or the intellectual property rights of "Guance" services you use, both you and "Guance" have the responsibility to provide relevant intellectual property proof materials and cooperate with each other's complaint handling work. For claims, lawsuits, or potential lawsuits arising therefrom, the breaching party shall be responsible for resolving them, bearing costs and losses, and indemnifying the other party.

8. Confidentiality Clause¶

8.1 The confidential information referred to in this service clause means commercial secrets (including financial secrets), technical secrets, trade secrets, and/or other information and materials that need to be kept confidential (including product information, product plans, prices, financial and marketing plans, business strategies, customer information, customer data, R&D, software, hardware, technical descriptions, designs, special formulas, special algorithms, etc.) obtained by one party (hereinafter referred to as the "Recipient") from the other party (hereinafter referred to as the "Discloser") or known due to the performance of this agreement, regardless of the form or carrier of such information and materials, and whether the Discloser indicates their confidentiality at the time of disclosure orally, visually, or in writing.

8.2 Both parties should take appropriate measures to properly preserve the confidential information provided by the other party, with a degree of caution no less than that used to protect their own confidential information. Both parties may only use the confidential information for purposes related to this agreement.

8.3 Both parties guarantee that the confidential information is only known within the scope of the responsible persons and employees engaged in the business of each party, and strictly restrict employees who come into contact with the confidential information to comply with the confidentiality obligations under this article.

8.4 The above restrictions in this article do not apply to the following situations:

8.4.1 At the time of signing this agreement or earlier, the confidential information already legally belongs to the Recipient;

8.4.2 The confidential information was public or could be obtained from the public domain when notified to the Recipient;

8.4.3 The confidential information was obtained by the Recipient from a third party without any confidentiality or non-disclosure obligation;

8.4.4 The confidential information has become public or can be obtained from the public domain without violating the agreed responsibilities under this agreement;

8.4.5 The confidential information was independently developed by the Recipient or its affiliates or subsidiaries, and did not benefit from the information obtained from the Notifier or its affiliates or subsidiaries;

8.4.6 The Recipient discloses confidential information due to court or other legal, administrative management department requirements (through oral questioning, inquiry, request for materials or documents, summons, civil or criminal investigation, or other procedures);

8.4.7 The Recipient discloses information while applying to administrative management departments, industry associations, and other organizations for certain business qualifications, obtaining certain recognitions, or complying with national and industry standards/certifications, disclosing the least necessary information under necessary circumstances and requiring the institutions that know the confidential information to maintain confidentiality at no lower standard than this agreement.

8.5 Both you and "Guance" should make every effort to protect the aforementioned confidential information from being disclosed. Once a case of confidential information leakage is discovered, both parties should cooperate to take all reasonable measures to avoid or mitigate the damage caused. If it causes loss to the other party, the party at fault should compensate for the direct economic losses caused to the other party.

9. Activation, Termination, and Modification of Services¶

9.1 After reading and clicking to agree to this agreement or choosing to accept this agreement in other ways, the Guance platform service will be activated. After activation, you will receive the keys and passwords sent by "Guance" to log in and use the service, and the service period will start from the time of activation (not from the time you receive the keys and passwords to log in and use the service);

9.2 Unless otherwise agreed or you have outstanding payments, 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 scenario specified by law or this service agreement occurs.

9.3 The service period will terminate early in any of the following circumstances:

9.3.1 Both parties agree to terminate early;

9.3.2 You seriously violate this agreement (including serious violations of relevant laws and regulations, or serious violations of any commitment under this agreement), and "Guance" has the right to terminate the service early and clear all your data;

9.3.3 You understand and fully recognize that although "Guance" has established (and will continue to improve based on technological developments) necessary technical measures to defend against computer viruses, network intrusions, and attacks that harm network security (including DDoS and other behaviors collectively referred to as such behaviors), due to the limitations and relativity of network security technology and the unpredictability of such behaviors, if your website encounters such behavior and causes harm to "Guance" or "Guance"'s other networks or servers (including local, remote, and international networks and servers), or affects the smooth connection between "Guance" and the international Internet or between "Guance" and specific networks, servers, and within "Guance", "Guance" may decide to suspend or terminate the service. If the service is terminated, the service fee will be calculated based on the actual months of service provided (less than one month will be calculated daily).

9.3.4 "Guance" may announce on the "Guance" website or notify you through website notifications or written notices 30 days in advance to terminate this service agreement.

9.4 You understand and recognize that for technical upgrades, service system upgrades, or adjustments to business strategies or compliance with major technological and legal policy changes in the country, "Guance" does not guarantee permanent provision of the Guance platform service and has the right to change the format, specifications, or other aspects (such as the price and billing model of the service) of the provided service. Before terminating the service or making such changes, "Guance" will make every effort and notify in advance through website announcements, internal messages, emails, or SMS in one or more ways.

10. Liability for Breach of Contract¶

10.1 If you violate any part of the commitments, guarantees, service usage rules, or obligations in this agreement, or if "Guance" determines based on its judgment that your usage behavior is abnormal, "Guance" has the right, based on the circumstances, to independently take one or more of the following measures: (1) restrict or suspend the use of the service; (2) terminate the provision of the service and this agreement; (3) hold you legally liable; (4) other measures deemed suitable by "Guance". The losses incurred by users due to the suspension or termination of the service by "Guance" based on the aforementioned agreements will be borne by you.

10.2 If your violation of relevant laws and regulations or this agreement, related rules causes any loss, claim, or penalty from other users or any third party or administrative departments to "Guance", you shall fully compensate "Guance", other users, or relevant third parties, including reasonable attorney fees.

10.3 You understand and agree that 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 while configuring, maintaining, and upgrading the system and server;

10.3.2 Due to congestion on the Internet, the access speed of your website decreases.

10.4 If the reason for "Guance" causes you to be unable to use the service normally for 72 consecutive hours, you can terminate the acceptance of the service, except for reasons beyond the control of "Guance".

10.5 Under any circumstances, "Guance" shall not be liable for any indirect, consequential, punitive, incidental, or special damages, including profit loss suffered by you due to the use of "Guance" services (even if you have been informed of the possibility of such losses).

11. Notifications¶

11.1 When using "Guance" services, you should provide "Guance" with valid contact information (including your email address, telephone number, mailing address, etc.). For any changes in contact information, you have the obligation to update the relevant information in a timely manner and ensure that you can be contacted. The member account (including sub-accounts) you use to receive internal messages and system messages also serves as your valid contact information.

11.2 "Guance" will deliver various notifications to one or several of your aforementioned contact methods, and the content of such notifications may have significant favorable or adverse effects on your rights and obligations. Please make sure to pay attention to them in a timely manner.

11.3 "Guance" sends notifications to you through the aforementioned contact methods. Written notifications delivered electronically, including announcements, sending text messages to the phone numbers you provided, sending emails to the email addresses you provided, sending system messages and internal message information to your account, are considered delivered upon successful transmission; written notifications delivered in paper form are considered delivered on the fifth calendar day after being mailed to the provided address.

11.4 You should ensure that the contact information you provide is accurate and effective and update it in real-time. If the failure to provide accurate contact information or to timely inform of changes leads to the inability to deliver or delay in delivering legal documents, you will bear the possible legal consequences thereof.

12. Force Majeure¶

12.1 Due to force majeure or other unforeseen events, making the fulfillment of this service agreement impossible, unnecessary, or meaningless, the party suffering from force majeure or unforeseen events shall not bear any responsibility.

12.2 Force majeure and unforeseen events 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, epidemics, etc., and social events such as war, riots, government actions, interruption of telecommunications trunk lines, hacking, network congestion, technical adjustments by telecommunications departments, and government control, etc.

13. Applicable Law and Dispute Resolution¶

13.1 The establishment, effectiveness, interpretation, revision, supplementation, termination, execution, and dispute resolution of this agreement shall all be governed by the laws of mainland China.

13.2 Any disputes arising from your use of Guance platform services or related to Guance platform services shall be resolved through negotiation between "Guance" and you. If negotiations fail, either party may file a lawsuit with the People's Court of Pudong New Area, Shanghai.

14. Miscellaneous Provisions¶

14.1 The service descriptions, price descriptions, and order confirmation pages (including specialized terms, service descriptions, operation manuals, etc.) on the "Guance" website-related pages are all integral parts of this agreement. In case of inconsistencies, the following order of precedence applies: (1) service description, price description, other order pages, (2) specialized terms, (3) general terms of this agreement.

14.2 If the content of this agreement changes, "Guance" should notify you of the modifications 30 days in advance via an announcement on an appropriate section of the "Guance" website; if you continue to use "Guance" services, it will be deemed that you accept the relevant modifications made by "Guance".

14.3 "Guance" has the right, with prior notice, to transfer all or part of the rights and obligations of this agreement to an affiliate company of "Guance".

14.4 "Guance" waiving its rights under this agreement due to your negligence or breach shall not be deemed as waiving its rights over your other or subsequent similar negligence or breaches.

14.5 If any clause of this agreement is deemed void, invalid, or unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of this agreement.

14.6 The warranty clauses, confidentiality clauses, intellectual property clauses, legal applicability, and dispute resolution clauses under this agreement shall remain effective and enforceable even after the termination of this agreement.