Privacy Policy
We are PT Jaya Refrigeration Equipment, providing data processing services to this software. The Privacy
Agreement applies to mobile
and web application services provided to you. We will collect personal
information from you as appropriate and necessary in accordance with laws and
regulations. We will do our best to protect your information from disclosure,
damage, or missing through reasonable and effective information security
techniques and management processes and corresponding security protection
measures. We hope to clarify how we are committed to protecting your personal
information through the following Privacy Agreement.
The Privacy
Agreement is updated at least every 12 months. The Privacy Statement was
updated on April 30, 2021 (V4)
Please read the Privacy Agreement in its entirety. If you have any questions about the Privacy Agreement, you can contact us via the email address provided herein.
By using or
continuing to use our products and services, you agree to the content of the
Privacy Agreement. If you do not agree to any of the Privacy Agreement, please
stop using our services immediately.
1 Personal
Information Collection
1.1 Definition of personal information
Personal
information refers to any information relating to an identified or identifiable
natural person. In other words, personal information is any information that
allows us to identify you directly or indirectly.
In the Privacy Agreement, we also use "data" to represent personal information.
1.2 Circumstances of personal information
collection
We will collect your personal information under the following circumstances:
· When you register
as our user;
· When you buy our
product;
· When you sign up
or join our event;
· When you use our
services and products;
1.3 Scope of personal
information collection
We will handle certain
types of personal information, including the data clearly provided by you and
your device data and personal information generated from the use of our
services. We use these data solely to provide you with a complete and
uninterrupted service, and will not use them for any other purposes. In
addition, please be aware that we may share the data with our authorized
suppliers. We have signed relevant agreements with them to ensure the security
of your data. Data scope and purpose are as follows:
· When you register or log in, we will collect your Email, user name, password, registration region/company
· When you download
or use the app, we may read information about your mobile device, such as
information of the hardware model, IMEI number or other unique device
identifier, MAC address, IP address, operating system version, and location. We
may also read information about the use of your appliances through the Internet
of Things (IoT) app, such as the device model, operating status, frequency of
usage, and the use of cameras built into the device. We may also receive and
record information about your conversations, audios, videos, pictures, etc. in
voice interaction with IoT devices.
· When you use
bonded and controlled devices, we will collect the information of device model,
IP address, location, and device status. We collect your current location
information, not track your whereabouts, open the location service can directly
obtain your location information to provide you with services, such as weather
service, intelligent scene service, network function. The device will
save WiFi SSID and password when connected
to a home WiFi router, and such information
will not be uploaded to the cloud.
· When you handle
the business of your company, such as door-to-door installation, the app will
collect device SN, device location (city only), and device time zone. After you log in the services, you can set
the parameters of the device installed by you or your company through the
Bluetooth channel, and check the device power, power consumption information
and control device.
· To help us understand
the operation of the services, we will use the mobile analysis
software SDK. We may record information of your frequency of usage
data, corrupted data, overall usage data, performance data, etc. We will not
associate information stored in the analysis software with any of your personal
information.
· It is important to
note that separate device information or service log information cannot
identify a particular natural person. If we combine such non-personal
information with other information to identify a particular natural person or
use it in conjunction with personal information, such non-personal information
will be treated as personal information during the period combined use, and we
will de-identify such information unless we have your authorization or unless
otherwise stipulated.
As mentioned
above, we will store your account information in the database so that you can
get your personal data every time you visit our website and use our App or
other services.
Your data will be
stored in our server as log files and used for analysis and research.
After being processed in the server, your data will be transmitted to the
database.
We will back up data on a regular basis to prevent data loss due to server failure or human error, and will delete them immediately at your request.
We process your
data for the following one or more purposes:
· When it requested as per the explicit instructions or requirements of the data controller;
· When we have your consent;
· When it requested
for the purpose of marketing;
· When it requested
for the purpose of performing the contract we
enter into with you;
· When it is legally
obligated;
· When it is within
our legal rights or interests. For example, to implement our policies, manage
day-to-day business, aggregate data for data analysis, maintain information
security, or prevent frauds, or, if necessary, we transfer the data to other
BUs of our company).
2.2 Reasons for
providing your personal information
Generally, your
consent constitutes the legal foundation for us to handle your information. It
is therefore necessary for you to agree with our user agreement and Privacy
Agreement for our agreement to be formulated and performed and our legal rights
and interests to be protected.
You have the right
to choose whether to provide the relevant data. We may not be able to undertake
part or all of the obligations according to the service terms or provide our
services without some of your information. If you wish to learn more, please
contact our data protection office using the contact details under the last
section of this Privacy Agreement.
We will use information provided by you and collected by us in the process of services to offer you our services. We will not use your data for any other purposes that do not fit the purposes for data collection that are detailed below.
We will use your
information for the following purposes expressly stated by the data controller
in the following manners:
· To verify your
identity to prevent unauthorized access;
· To offer our services or products according to the contract we enter into;
· To offer other
services you request according to the requirements stated during data
collection;
· To process transactions and communicate with you regarding the details of such transactions;
· To help track and
fix any fault or error in the application;
· To conduct
internal audit, data analysis or research to the end of improving our products
and services through evaluating our efficiency;
· To share your
information with our partners so that they can assist us in offering our
products and services to you;
· To share your
information with other branch institutions for internal management and
background support;
· To maintain the
integrity and security of the information system where we store and process
your information;
· To scrutinize and investigate data leaks, illegal activities and fraudulent behaviors;
· To comply with
applicable laws and regulations or the demand for your information requested
for litigation and other legal proceedings or imposed by governmental
authorities.
3 Device
authorizations
We occasionally
demand authorizations to access, including but not limited to, your storage,
contacts, notifications, GPS locations, cameras, Bluetooth, NFC when providing
services. You may deny the access to relevant personal information by turning
off part or all of the authorizations in device settings. The authorization
management process is different in different devices. Please refer to the
relevant instructions for accessing the device settings and the system
developer mode.
4 Sharing, transfer or disclosure
of your information
4.1 Sharing of your
information
Your personal
information will be kept strictly confidential and will not be shared with any
other company, organization, or individual, except in the following
circumstances:
· When we have obtained your clear consent to share your information with a third party.
· When we share your
information with our staff members or the branch institutions of our company
across the world only in order to: provide further services; carry out internal
management; scrutinize for or handle data leaks, illegal activities, or frauds;
to maintain the integrity of the company’s IT system. We share only necessary
information with our staff members within the minimal scope, which are subject
to this Privacy Agreement. We sign non-disclosure agreements (NDAs) with the
authorized staff members.
· When we share your
personal information with a third-party service provider (or partner) for the
benefit of offering or improving our services including but not limited to
cloud services, video surveillance services, IT supports, custom services. We
sign rigorous data handling agreements with all relevant third-party service
providers (or partners) which requires them to take certain security measures
in handling your information pursuant to the relevant laws and regulations and
our requirements to safeguard your data security.
· When we disclose
your information under the demands of the laws and regulations or government
authorities.
4.2 Transfer of your
information
We will not
transfer your information to any other company, organization, or individual
except under any of the following circumstances:
· Transfer under
clear consent: when we have obtained your clear consent, we will transfer your
information to a third party.
· In the case of
merger, acquisition, or bankrupt clearance, we will demand the new company or
organization now in possession of your personal information to continue to be
bound by this Privacy Agreement. We will demand the company or organization to
obtain your new consent otherwise.
4.3 Disclosure of your
information
We will only disclose your information under the following circumstances:
· When we have
obtained your clear consent;
· When the law, legal proceedings including litigation, or government authorities, demand so.
5 Limitation
period for saving your information
We will continue
to save your information so long as for purposes specified in this
Privacy Agreement,and within
any additional period as required or permitted by law, until you withdraw the
consent.
Whereas, we may
postpone the retention of your information for research or statistics, but we
will desensitize your information from tracking you.
At the same time,
in accordance with the law of the country in which you live, we may retain your
personal information to assist in any government and judicial investigations
for the purpose of submitting or maintaining legal requests or civil, criminal
or administrative procedures. If the above reasons fail to apply to the data we
preserve, we shall delete and destroy your data in a secure manner in
accordance with the relevant requirements.
6 Protection of
information of people under legal age
Our products and
services shall be primarily for adults, yet, we shall be aware of the
importance of taking extra precautions to guarantee the privacy and security of
people under legal age who use the products and accept the services. We
consider anyone who is under the age of 16 (or the age as required by the local
law) a person under legal age.
We will only use
or disclose the personal information of people under legal age collected with
the consent of the guardian on the condition that the law permits, the guardian
expressly consents or the protection of the people under legal age is necessary.
At any time, the guardian who asks to access to, modify or delete personal
information of the person under guardianship shall contact us as described in
Section 13.
If we are found to
collect personal information of people under legal age without firstly obtaining
the consent of a verifiable guardian, we shall try to remove the relevant
content as soon as possible.
7 Measures for information protection
We adhere to
recognized key data protection principles (fairness, purpose limitation, data
quality, data retention, compliance with individual rights, and security), and
take reasonable measures to guarantee the security of your personal
information. We have applied a range of techniques to guarantee the security of
your personal information to minimize the risk of misuse, unauthorized access,
unauthorized disclosure and inaccessibility. Security measures we have adopted
include but are not limited to: data desensitization, data encryption, and
authorization control of firewalls and data access.
In addition, we
shall regularly check and update the security mechanisms used to protect data
in order to provide effective protection against data misuse. If you believe
that the security of your data has been compromised, or you would like to know
more information about the measures we adopt to protect data,
please contact the Data Protection Office through the contact method provided
in the last section.
8 Storage of
personal information
For we provide services globally, based on the consideration of data storage security, we will store synchronously all the information we collect from you in our servers in Germany and the United States no matter which country you live.
9 Cross-border
transmission of personal information
We are a multinational company and the responsibility range of our teams responsible for data processing may cover the world or a variety of countries/regions. Therefore, these teams may be anywhere in the world where we conduct business, including outside the EU, in countries that do not pursue the same standards for personal information protection as your country. We may also transmit data outside the EU, including China. By using or joining our services and/or providing us with your information, you agree that we will collect, transmit, store and process your information outside the country/region you live in accordance with this Privacy Policy. We will make every effort to ensure that they comply with applicable legal requirements to the extent permitted by existing technology, for example, by executing standard contract terms. All of your data that we collect is used for user and product analysis after necessary confidential processing to provide you with better services. But in this case, we will take steps to protect your information appropriately.
10 User portraits and automated decision
To provide you
with more convenient and personalized information display, search, and push
services when you use our services, we may extract your preferences based on
your purchase information and service log information, and produce an indirect
portrait based on feature labels for display, information push, and possible
commercial advertising.
We may analyze processed data that fail to identify you to improve our products and services.
We will not use your data to conduct any fully automated decision.
11 Personal information
rights and their exercising
11.1 The personal
information rights you have
· Access: demand to provide a copy of the personal information we hold about you;
· Correct: demand to correct the information containing errors or the expired information;
· Logout and Cancel: demand to cancel your account or delete your personal information;
· Carry: demand to
provide your data and, if possible, to transfer the data directly to data
controller;
· Restrict: demand
to limit the processing for any dispute on the accuracy or legality of our
processing of personal information; yet, the right on processing may cause you
to be unable to accept our services normally;
· Refuse: oppose to
use your personal information for user portraits and automatic decision-making,
and oppose to send commercial information for direct marketing by using your
personal information;
· Lodge a complaint: lodge a complaint on
the processing of your data with the competent authority of your residence or
the member state that processes your data;
· Agree to withdraw:
withdraw the consent at any time when we rely on your consent to process the
data.
11.2 Methods of
exercising personal information rights
We will protect
your right to access and correct your personal information. If you wish to
exercise any of the rights described in Article 11.1, you may send e-mail to
our Data Protection Office for processing.
As we receive a large amount of commercial promotion e-mails every day, we shall not respond if we believe that your e-mails are not related to personal information.
After the request
is made by the subject of personal information, the following results may
occur:
(1) Request denied
In some cases,
requests from personal information subjects shall be rejected, including but
not limited to:
· The subject of personal information is not granted relevant rights by laws of where you live;
· The identity of
the person making the request fails to be verified;
· The request made
by the subject of personal information fails to be verified and is beyond
scope, especially when the request is repeated;
· The disclosure of
information is prone to harm the interests of the relevant parties if the
information involved is related to the damage or compensation received in the
dispute;
· The information
shall be retained for statistics and research, and the results of statistics
and research shall not reveal personal identities;
· Other legally
prescribed circumstances.
If the access
request of the subject of personal information is rejected, we shall formally
explain the reason to the requester.
(2) Request
accepted
If there is no circumstance as specified in (1), we shall process the request. If you really want the request to be accepted, please provide us with as much detailed information as possible when requesting, such as the request type and specific content, information about the holder (such as the name of the product and service you use), and time for generating or processing information (if the time could be as exact as possible, the request may be accepted).
You may change the scope of your authorization to continue to collect personal information or withdraw your authorization by deleting the configuration information, removing binding the associated device, and canceling the account number.
Please understand
that the service of business function shall require some basic personal
information (registration e-mail) to be completed, so if you withdraw your
consent or authorization, we will stop providing the service corresponding to
the withdrawal of consent or authorization. Yet, your decision to withdraw your
consent or authorization shall not affect the processing of personal
information previously based on your authorization.
12 Change of
Privacy Agreement
We shall reserve
the right to modify the Privacy Agreement. Without your express consent, we
shall not reduce your rights in accordance with the Privacy Agreement. Any
change to the Privacy Agreement shall be posted on this page. For major
changes, we shall provide more obvious notice (for certain services, we shall
send an e-mail notification to state the specific changes to the Privacy
Agreement.)
Major changes
referred to herein include but are not limited to:
· Major change of
our service model, such as the purpose of processing personal information, and
the type of personal information under processing, the way of using personal
information;
· Major change of our ownership structure, organizational structure, etc., such as owner change caused by business adjustments, bankruptcy mergers, etc.;
· Main subject
change of public disclosure of personal information;
· Major change of
your right to participate in the processing of personal information and the
corresponding exercising methods;
· Change of the department responsible for processing the security of personal information, or change of contact information and complaint receiving channels;
· A high risk shown in the assessment report of personal information security impact.
At the same time,
we shall archive the former version of this Privacy Agreement for your
reference.
If you have any questions about this Privacy Agreement or you wish to exercise any right, or you have any requests to discuss with us, please send an email to our Information Protection Office specially established at the following address:vivax@msan.hr. Upon receiving your request, we shall make every effort to respond within one month of the request from the subject of personal information for the access. Your patience and understanding are highly appreciated. Given the complexity and quantity of requirements, the period may be extended for another 45 days as necessary. In case of deferred response, we shall inform the subject of the personal information and the reasons for the delay. If the limitation period set in this paragraph conflicts with the local laws, the local laws shall prevail. The above statements are only limited to vivax being the joint controller of your personal data.
If you disagree
with us about our processing of your personal information, you may submit a
mediation request or other requests to data protection regulator where you are
located.
Terms of Service ("Terms")
Effective Date: (May, 2023)
Welcome! Thank you
for your interest in our services.
PLEASE READ THESE TERMS OF SERVICE FOR OUR
SERVICES CAREFULLY BEFORE USING OUR SERVICES BECAUSE IT CONSTITUTES A BINDING
LEGAL TERMS BETWEEN YOU AND US ("US", "WE", OR
"OUR").
BY CLICKING ON THE “I AGREE” (OR SIMILAR
BUTTON OR CHECKBOX) THAT IS PRESENTED TO YOU AT THE TIME OF YOUR REGISTRATION,
OR USING OUR SERVICES (“OUR SERVICES”), YOU CONFIRM THAT YOU ACCEPT THESE TERMS. YOU ALSO
CONFIRM THAT YOU HAVE REACHED THE AGE OF 16. IF YOU DISAGREE WITH ANY PART OF
THE TERMS THEN YOU MAY NOT USE OR ACCESS THE SERVICE.
We reserve the right, at our sole
discretion, to modify or replace these Terms at any time. If a revision is
material we will try to provide at least 30 days' notice prior to any new terms
taking effect. What constitutes a material change will be determined at our
sole discretion.
IF YOU DON’T AGREE TO THE CHANGES, YOU CAN STOP USING OUR SERVICES AND DELETE YOUR
ACCOUNT. BY CONTINUING TO USE OUR SERVICES AFTER THE UPDATED TERMS BECOME
EFFECTIVE, YOU CONFIRM THAT YOU UNDERSTAND AND ACCEPT THE UPDATED TERMS.
The “Effective Date” of this
Terms is the date which is the earlier of (a) your initial access to or use of
the Services (as defined below) or (b) the effective date of the first Order
referencing this Terms.
Your Account
You may need to create an account to use
some of our Services (“Account”). By creating an Account, you agree that:
1. You’ll provide accurate and complete information when you
create your account.
2. You’ll update your account if any of your information
changes.
3. You’ll safeguard your password and won’t share it with anyone.
4. You’ll contact us immediately if you suspect anyone else
is using your account.
You can delete your Account at any time on
our Application.
License and Access
Subject to your compliance with these
Conditions of Use and any Service Terms, we grant you a limited, non-exclusive,
non-transferable, non-sublicensable license to access and make personal and
non-commercial use of our Services. This license does not include any resale or
commercial use of any of our Services; any derivative use of any of our
Services or contents; any downloading, copying, or other use of account
information for the benefit of any third party; or any use of data mining,
robots, or similar data gathering and extraction tools. All rights not
expressly granted to you in these Conditions of Use or any Terms are reserved
and retained by us or our Affiliates. No Service, nor any part of any of our
Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise
exploited for any commercial purpose without express written our consent. You
may not frame or utilize framing techniques to enclose any of our trademark,
logo, or other proprietary information (including images, text, or form)
without express written consent. You may not misuse our Services. You may use
our Services only as permitted by law. The licenses granted by us terminate if
you do not comply with these Conditions of Use or any Terms.
We reserve the right to close all “inactive” accounts. You
must sign in to your Account at least once in a six-month period to keep your
account active. If you don’t sign in during
this time, we will consider your account to be inactive.
We may terminate or suspend access to our
Service immediately, without prior notice or liability, for any reason
whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their
nature should survive termination shall survive termination, including, without
limitation, ownership provisions, warranty disclaimers, indemnity and
limitations of liability.
Privacy Policy
See Privacy Agreement for details
regarding our Privacy Policy. This Privacy Agreement has the same legal effect
as the original Terms.
Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, OUR SERVICES ARE PROVIDED “AS IS” AND ON
AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM US,
EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
WE DISCLAIM ALL WARRANTIES OR OTHER TERMS EXPRESSED, IMPLIED, OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF MERCHANTABILITY,
SATISFACTORY QUALITY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE,
RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS, OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW
EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM US OR OUR AFFILIATES SHALL BE DEEMED TO ALTER OUR
DISCLAIMER OF WARRANTY REGARDING OUR SERVICES, OR TO CREATE ANY WARRANTY OF ANY
SORT FROM US. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE
RISK.
WITHOUT LIMITING THE PREVIOUS DISCLAIMER,
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT REPRESENT,
WARRANT, OR GUARANTEE THAT OUR SERVICES OR THE CONTENT THEREIN WILL (I) OPERATE
IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER; (II) WILL BE FREE
FROM ALL HARMFUL COMPONENTS OR ERRORS; (III) WILL BE SECURE OR IMMUNE
(INCLUDING THE CONTENT DELIVERED TO YOU OR THE INFORMATION YOU PROVIDED) FROM
UNAUTHORIZED ACCESS; OR (IV) WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT THE
QUALITY OF THE SERVICES WILL BE SATISFACTORY TO YOU, OR THAT ERRORS WILL BE
CORRECTED.
Governing Law And Jurisdiction
THE LAWS OF THE PEOPLE'S REPUBLIC OF
CHINA, WITHOUT REGARD TO CONFLICT-OF-LAW RULES, GOVERN THIS TERMS AND ANY
DISPUTE BETWEEN YOU AND US. ANY DISPUTE MAY BE BROUGHT BY EITHER PARTY IN A
COURT OF COMPETENT JURISDICTION IN FOSHAN SHUNDE DISTRICT PEOPLE'S COURT FOR
THE PEOPLE'S REPUBLIC OF CHINA. Each party submits itself to the exclusive
jurisdiction and venue of those courts, and waives all jurisdictional, venue
and inconvenient forum objections to those courts. You and we have a dispute
with each agree to waive, to the fullest extent allowed by law, any trial by
jury. IN ANY LITIGATION TO ENFORCE ANY PART OF THIS AGREEMENT, ALL COSTS AND
FEES, INCLUDING ATTORNEY'S FEES, WILL BE PAID BY THE NON-PREVAILING PARTY.
If any term or provision of this Terms is
held to be void or unenforceable by any judicial or administrative authority,
such determination shall not affect the validity of enforceability of the
remaining terms and provisions of the Terms. The remaining provisions of the
Terms shall remain in effect and shall be construed in accordance with its
terms.
Contact Us
If you have any questions about these
Terms or you wish to exercise any right, or you have any requests to discuss
with us, please send an email to our Office specially established at the
following address:vivax@msan.hr. Upon receiving your request, we shall
make every effort to respond within one month of the request from the subject
of personal information for the access. Your patience and understanding are
highly appreciated. Given the complexity and quantity of requirements, the
period may be extended for another 45 days as necessary. In case of deferred
response, we shall inform the reasons for the delay. As we receive a large
amount of commercial promotion e-mails every day, we shall not respond if we
believe that your e-mails are not related to the Terms of Services. If the
limitation period set in this paragraph conflicts with the local laws, the
local laws shall prevail.
Software License Agreement
Effective starting: August 20, 2020
This Software License Agreement (the “Agreement”) is between you
and us who own the Software that you are accessing or using listed here (“ “us”, “we” or “our”). We may modify
this Agreement from time to time, subject to the terms in Section 10 (Changes
to this Agreement) below. The Software is not intended for and
should not be used by anyone under the age of 16. You must ensure that all
Authorized Users are at least 16 years old.
The “Effective Date” of this Agreement
is the date which is the earlier of (a) your initial access to or use of the
Software (as defined below) or (b) the effective date of the first Order
referencing this Agreement.
By clicking on the “I agree” (or similar
button or checkbox) that is presented to you at the time of your registration,
or by using or accessing the Software, you indicate your assent to be bound by
this Agreement. If you do not agree to this Agreement, do not use or
access the Software.
1. Scope of Agreement
Software. This Agreement governs your
initial downloading, installation or use of our Software, and any Additional
Services, as well as any future upgradation made by you that reference this
Agreement. This Agreement includes our Policies, the Product-Specific
Terms, and any other referenced policies and terms. The Software and its
permitted use are further described in the Documentation. The term “Software” includes
Documentation unless otherwise specified.
2. Accounts; Authorized Users
2.1. Account Registration. You must
register for an account with us in order to access or receive Software. Your
registration information must be accurate, current and complete. You must keep
your registration current so that we may send notices, statements and other
information to you by email or through your account. You are responsible for
all actions taken through your account. See Terms of Services for additional
provisions regarding our Services
2.2. Authorized Users. Only Authorized
Users may access and use the Software. Some Software may allow you
to designate different types of Authorized Users, in which case functionality
may vary according to the type of Authorized User. You are
responsible for compliance with this Agreement by all Authorized Users,
including what Authorized Users do with your data, and for all fees incurred by
Authorized Users (or from adding Authorized Users). All use of
Software must be solely for the benefit of you and must be within the Scope of
Use.
3. Use of the Software
3.1. Your License Rights. Subject to the
terms and conditions of this Agreement, We grant you a non-exclusive,
non-sublicensable and non-transferable license to install and use the Software
during the applicable License Term for your own business purposes, in accordance
with this Agreement, your applicable Scope of Use, the Documentation and all
Laws.
3.2. Restrictions. Except as otherwise
expressly permitted in this Agreement, you will not: (a) reproduce, modify,
adapt or create derivative works of any part of the Software and Data processed
by this software and web console; (b) rent, lease, distribute, sell,
sublicense, transfer, or provide access to the Software to a third party; (c)
use the Software for the benefit of any third party; (d) incorporate the
Software into a product or service you provide to a third party; (e) interfere
with any license key mechanism in the Software or otherwise circumvent
mechanisms in the Software intended to limit your use; (f) reverse engineer,
disassemble, decompile, translate, or otherwise seek to obtain or derive the
source code, underlying ideas, algorithms, file formats or non-public APIs to
the Software, except to the extent expressly permitted by applicable law (and
then only upon advance notice to us); (g) remove or obscure any proprietary or
other notices contained in the Software; (h) use the Software for competitive
analysis or to build competitive products; (i)
publicly disseminate information regarding the performance of the Software; or
(j) encourage or assist any third party to do any of the foregoing. You will
not alter or remove any copyright or other proprietary notice that appears on
or in the Software.（k）manipulate the terminal without authorization by
manipulating the software or web console.
3.3. Product-Specific Terms. Some Software
may be subject to additional terms specific to that Software as set forth in
the Product-Specific Terms. By accessing or using a product covered
by the Product-Specific Terms, you agree to the Product-Specific Terms.
3.4. System Requirements. You are solely
responsible for ensuring that your systems meet the hardware, software and any
other applicable system requirements for the Software as specified in the
Documentation. We will have no obligations or responsibility under this Agreement
for issues caused by your use of any third-party hardware or software not
provided by us.
4. Our Commitments
4.1. Support and Maintenance. During the
validity of this Agreement, we will provide Support and Maintenance for the
Software. Support and Maintenance for Software includes access to New Releases,
if and when available, and any references to “Software” in this
Agreement include New Releases.
4.2 Our Deliverables. We will retain all
right, title and interest in and to any materials, deliverables, modifications,
derivative works or developments that we provide in connection with any
Additional Services (“Our Deliverables”). You may use any of Our Deliverables provided to you
only in connection with the Software, subject to the same usage rights and
restrictions as for the Software. For clarity, Our Deliverables are
not considered Software, and any Software (including any New Release) is not
considered any of Our Deliverables.
4.3 Customer Materials. You
agree to provide us with reasonable access to your materials, systems,
personnel or other resources (including your instances of the Software) as
reasonably necessary for our provision of Additional Services (“Customer Materials”). If you do not provide us with timely access to Customer
Materials, our performance of Additional Services will be excused until you do
so. You retain your rights in your Customer Materials, subject to our ownership
of any underlying Software, Our Deliverables or other Technology. We will use
Customer Materials solely for purposes of performing the Additional Services.
You represent and warrant that you have all necessary rights in Customer
Materials to provide them to us for such purposes.
5. Ownership and Feedback. The Software is
made available on a limited license or access basis, and no ownership right is
conveyed to you, irrespective of the use of terms such as “free” or “sale”. We and our
licensors have and retain all rights, titles and interests, including all
intellectual property rights, in and to our Technology (including the
Software). From time to time, you may choose to submit Feedback to us. We may
in connection with any of our products or services freely use, copy, disclose,
license, distribute and exploit any Feedback in any manner without any
obligation, royalty or restriction based on intellectual property rights or
otherwise. No Feedback will be considered your Confidential Information, and
nothing in this Agreement limits our right to independently use, develop,
evaluate, or market products or services, whether incorporating Feedback or
otherwise.
6. Term and Termination
6.1. Term. This Agreement is effective as
of the Effective Date and continues until expiration of all License Terms,
unless earlier terminated as set forth herein.
6.2. Termination for Cause. Either party
may terminate this Agreement (including all related Orders) if the other party
fails to cure any material breach of this Agreement within thirty (30) days
after written notice.
6.3. Termination for Convenience.
WE RESERVES THE RIGHT TO SUSPEND OR TERMINATE OUR SERVICE AT ANY TIME, UPON
REASONABLE NOTICE TO YOU. Product security support services ended in 2041.
6.4. Effects of Termination. Upon any
expiration or termination of this Agreement, your license to the Software
terminates (even if the License Term is identified as “perpetual” or if no
expiration date is specified in your Order) and you must cease using and delete
(or at our request, return) all Software or other materials of us in your
possession, including on any third-party systems operated on your behalf. .
6.5. Survival. The following Sections will
survive any termination or expiration of this Agreement: 3.2 (Restrictions), 5
(Ownership and Feedback), 6 (Term and Termination), 7 (Warranty Disclaimer), 8
(Dispute Resolution), and 11 (General Provisions).
7. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION
14.1 (GENERAL WARRANTIES) AND 14.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT AND
MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND
OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF
ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED,
OR STATUTORY. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES
OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS
OR OTHER SYSTEMS OUTSIDE OURREASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, NEITHER WE NOR ANY OF OUR THIRD PARTY SUPPLIERS MAKES ANY
REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY
SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF
ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE
SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM,
OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E)
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.2 (VIRUS WARRANTY), THE SOFTWARE IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER
STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY,
WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8. Dispute Resolution
8.1. Informal Resolution. In the event of
any controversy or claim arising out of or relating to this Agreement, the
parties will consult and negotiate with each other and, recognizing their
mutual interests, attempt to reach a solution satisfactory to both parties. If
the parties do not reach settlement within a period of sixty (60) days, either
party may pursue relief as may be available under this Agreement pursuant to
Section 8.2 (Governing Law; Jurisdiction). All negotiations pursuant to this
Section 8.1 will be confidential and treated as compromise and settlement
negotiations for purposes of all rules and codes of evidence of applicable
legislation and jurisdictions.
8.2. Governing Law; Jurisdiction. This
Agreement will be governed by and construed in accordance with the applicable
laws of the People’s Republic of
China. Each party irrevocably agrees that any legal action, suit or proceeding
arising out of or related to this Agreement must be brought solely and
exclusively in, and will be subject to the service of process and other
applicable procedural rules of, the court in Shunde,
Guangdong, PRC, and each party irrevocably submits to the sole and exclusive
personal jurisdiction of the courts in Shunde,
Guangdong, PRC, generally and unconditionally, with respect to any action, suit
or proceeding brought by it or against it by the other party. In any action or
proceeding to enforce a party’s rights under
this Agreement, the prevailing party will be entitled to recover its reasonable
costs and attorneys’ fees.
8.3. Injunctive Relief; Enforcement.
Notwithstanding the provisions of Section 8.4 (Informal Resolution) and Section
8.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent us
from seeking injunctive relief with respect to a violation of intellectual
property rights, confidentiality obligations or enforcement or recognition of
any award or order in any appropriate jurisdiction.
9. Third Party Code. The Software includes
code and libraries licensed to us by third parties, including open source
software. See Open Source Software License for additional provisions regarding
our use of third party code.
10. Changes to this Agreement.
Modifications Generally. We may modify the
terms and conditions of this Agreement (including Our Policies) from time to
time, with notice given to you by email, through the Software or through our
website. Together with notice, we will specify the effective date of
the modifications. You must accept the modifications to continue using the
No-Charge Software. If you object to the modifications, your
exclusive remedy is to cease using the No-Charge Software.
Our Policies: Our products and
business are constantly evolving, and we may modify Our Policies from time to
time, including during your then-current License Term in order to respond to changes
in our products, our business, or Laws. In this case, unless required by Laws,
we agree not to make modifications to Our Policies that, considered as a whole,
would substantially diminish our obligations during your then-current License
Term. Modifications to Our Policies will take effect automatically as of the
effective date specified for the updated policies.
11. General Provisions
11.1. Notices. Any notice under this
Agreement must be given in writing. We may provide notice to you via email or
through your account. You agree that any such electronic communication will
satisfy any applicable legal communication requirements, including that such
communications be in writing. Our notices to you will be deemed given upon the
first business day after we send it.
11.2. Force Majeure. Neither party will be
liable to the other for any delay or failure to perform any obligation under
this Agreement (except for a failure to pay fees) if the delay or failure is
due to events which are beyond the reasonable control of such party, such as a
strike, blockade, war, act of terrorism, riot, natural disaster, failure or
diminishment of power or telecommunications or data networks or services, or
refusal of a license by a government agency.
11.3. Assignment. You may not assign or
transfer this Agreement without our prior written consent. As an exception to
the foregoing, you may assign this Agreement in its entirety (including all
Orders) to your successor resulting from your merger, acquisition, or sale of
all or substantially all of your assets or voting securities, provided that you
provide us with prompt written notice of the assignment and the assignee agrees
in writing to assume all of your obligations under this Agreement. Any attempt
by you to transfer or assign this Agreement except as expressly authorized
above will be null and void. We may assign our rights and obligations under
this Agreement (in whole or in part) without your consent. We may also permit
our Affiliates, agents and contractors to exercise our rights or perform our
obligations under this Agreement, in which case we will remain responsible for
their compliance with this Agreement. Subject to the foregoing, this
Agreement will inure to the parties’ permitted
successors and assigns.
11.4. Conflicts. In event of any conflict
between the main body of this Agreement and either Our Policies or
Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable)
will control with respect to their subject matter.
11.5. Waivers; Modifications. No failure
or delay by the injured party to this Agreement in exercising any right, power
or privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege hereunder at law or equity.
11.6. Interpretation. As used
herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience
only. If any provision of this Agreement is held to be void, invalid,
unenforceable or illegal, the other provisions will continue in full force and
effect.
11.7. Independent Contractors. The parties
are independent contractors. This Agreement will not be construed as
constituting either party as a partner of the other or to create any other form
of legal association that would give either party the express or implied right,
power or authority to create any duty or obligation of the other party.
Definitions. Certain capitalized terms are
defined in this Section, and others are defined contextually in this Terms or
Agreement.
“Affiliate” means an
entity which, directly or indirectly, owns or controls, is owned or is
controlled by or is under common ownership or control with a party, where “control” means the
power to direct the management or affairs of an entity, and “ownership” means the
beneficial ownership of greater than 50% of the voting equity securities or
other equivalent voting interests of the entity.
“Our Policies” means Our
Software License Agreement, Terms of Services, Privacy Policy, and (unless
otherwise specified) any other policies or terms referenced in this Terms or
Agreement.
“Our Technology” means the
Software (including all No-Charge Software), Our Deliverables, their “look and feel”, any and all
related or underlying technology and any modifications or derivative works of
the foregoing, including as they may incorporate Feedback.
“Authorized Users” means the
specific individuals whom you indicate your assent to be bound by the
Agreement, and your acknowledgement of the Agreement and its terms.
“Documentation” means our
standard published documentation for the Software.
“Laws” means all
applicable local and international laws, regulations and conventions, including
those related to data privacy and data transfer, international communications
and the exportation of technical or personal data.
“License Term” means your
permitted license term for the Software, as set forth in an Order.
“New Releases” means any
bug fixes, patches, major or minor releases, or any other changes,
enhancements, or modifications to the Software that we makes available to you
as part of Support and Maintenance.
“Software” means our
commercially available downloadable software products (currently designated
as “Server” or “Data Center” deployments),
including mobile applications of such products.
“Support and Maintenance” means our
support and maintenance services for the Software.