Product and Service Use Agreement

<p style="text-align: center;"><strong>BigDataCompute </strong><strong>Products and Services Usage Agreement</strong></p> <p><strong>&nbsp;</strong></p> <p><em>The _BigDataCompute__ Products</em><em> and Services Usage Agreement</em> (hereinafter referred to as the &ldquo;Agreement&rdquo;) is a binding contract entered into between Shenzhen Ping An Communication Technology Co., Ltd. (hereinafter referred to as &ldquo;Ping An Cloud&rdquo; or Party B) and users (hereinafter referred to as &ldquo;You&rdquo; or Party A) regarding matters related to the &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BigDataCompute and/or services (hereinafter collectively referred to as the &ldquo;Service&rdquo; or &ldquo;Ping An Cloud Service&rdquo;) provided by Ping An Communication Technology on the official website of Ping An Cloud.</p> <p><strong>Before accepting the agreement,</strong> please read all the contents herein carefully. <strong>You are not entitled to use the service unless you have read and accepted all provisions contained herein and other relevant agreements and rules.</strong> Should you have any questions regarding any of the provisions contained herein, please reach us via the customer service hotline of Ping An Cloud 4001518800, and Ping An Cloud will explain such provisions to you. If you cannot understand the explanation accurately, or if you do not agree with anything contained herein, please do not perform any follow-up actions. <strong>By confirming on web pages, actually purchasing or using the services provided by the BigDataCompute _<em>,</em> or downloading, printing, and then affixing a seal on this agreement, you indicate that you have read and accepted all provisions contained herein, agree with Ping An Cloud on subscribing corresponding _ BigDataCompute _ services, and agree to accept and be bound by all the provisions contained herein.</strong></p> <p>Unless otherwise defined in this Agreement, the following terms shall have the meanings set forth below:</p> <p>&bull;&nbsp;&nbsp;&nbsp;&nbsp; <strong>Ping An Cloud Website:</strong> The official website of Ping An Cloud with the domain name of https://</p> <p>&bull;&nbsp;&nbsp;&nbsp;&nbsp; <strong>Ping An Cloud:</strong> Shenzhen Ping An Communication Technology Co., Ltd., the provider of Ping An Cloud products and/or services.</p> <p>&bull;&nbsp;&nbsp;&nbsp;&nbsp; <strong>Ping An Cloud products and services: </strong>Products and services displayed and provided to Party A on Ping An Cloud Website.</p> <p><strong>In particular, you are reminded to </strong>carefully read and fully understand all provisions contained herein, especially those on restrictions, disclaimer, the determination and treatment of violations/breaches, and the selection of competent courts, which may be highlighted in bold and/or underlined.</p> <p>&nbsp;</p> <p><strong>1. Service Content</strong></p> <p>1.1 &ldquo;Products and Services&rdquo; in the Agreement refer to the services provided by Party B to Party A in Ping An Cloud service quotations and orders.</p> <p>Ping An Cloud Products and Services provided by Party B shall be subject to the provisions of the Agreement.</p> <p>1.2 When subscribing products or services from Ping An Cloud Website, Party A shall comply with not only the Agreement but also the order agreement of the products and services subscribed by Party A. The order agreement shall be an integral part of the Agreement.</p> <p>During the subscription period, Party B shall offer Party A services pursuant to and subject to the service level agreed by both parties.</p> <p><strong>1.3 Third Party Products and Services</strong></p> <p>1.3.1 If Party A gets or uses any product or service (including but not limited to products and services provided by third parties such as suppliers in the Ping An Cloud service market) provided by a third party through Ping An Cloud, Party A shall evaluate if the product or service meets Party A&#39;s requirements.</p> <p>1.3.2 Party A may need to sign a separate service agreement in the form of either electronic or paper document with the third party for the products or services provided by the third party, and decide whether to accept the service agreement and use the products or services based on its own circumstances.</p> <p>1.3.3 Any dispute arising out of Party A&#39;s use of third-party products or services shall be settled by Party A and the third party through negotiations.</p> <p>&nbsp;</p> <p><strong>2. Service Price</strong></p> <p>2.1 Ping An Cloud will list the service prices on the relevant pages of Ping An Cloud Website, or inform you of the fees payable based on the specifications and configurations of the services you have subscribed. You shall pay according to the pricing scheme showed on Ping An Cloud Website at the time of your purchase. Unless otherwise specified herein or agreed by both parties, the specific service content shall be subject to the instructions on the web page at the time of your purchase.</p> <p>2.2 You can top up your Ping An Cloud account through online banking service or bank remittance before subscribing and paying for the specific services. Payment methods and other relevant rules shall be subject to the content on web pages of the Official Website of Ping An Cloud. You shall pay for the services according to the type of services you have subscribed prior to the deadline listed on the Official Website of Ping An Cloud. <strong>Ping An Cloud is entitled not to provide the services you subscribe until you pay off all the fees as agreed, and reserves the right to terminate the services and charge 0.05% of the arrears per day as liquidated damages.</strong> <strong>If you fail to pay the fees due within 30 days after the deadline, Ping An Cloud is entitled to unilaterally terminate the Agreement. If you have also subscribed prepaid services, the fees for the unused services will be possessed by Ping An Cloud as liquidated damages.</strong></p> <p><strong>2.2.1 Subscription Services</strong></p> <p> If you purchase a service in the form of monthly subscription or resource packages, Ping An Cloud will not provide the service until you pay off all the service fees;</p> <p> You shall complete the payment in time after submitting your orders, otherwise the orders may become invalid, which means both the service content and prices you have agreed with Ping An Cloud in the orders will become ineffective.</p> <p> If you plan to renew the service you have subscribed after its expiration, please pay the renewal fees at least 7 days prior to the expiration of the service term.</p> <p><strong>2.2.2 Pay-As-You-Go Services</strong></p> <p>If you purchase pay-as-you-go services, you can start and use the services before payment, and Ping An Cloud will automatically calculate the usage amount of services in the last one (1) billing cycle (such as hours, days and months) based on the service type and deduct the corresponding service fees from the balance of your Ping An Cloud account. The specific deduction rules and billing items shall be subject to the content published on the web pages of Ping An Cloud Official Website.</p> <p>2.3 You shall understand and acknowledge that Ping An Cloud may provide free services within a certain usage limit or in forms of testing invitation and public beta. Within the free service limit or period, you are not obligated to pay any service fee. <strong>Ping An Cloud shall not be responsible for any loss that may arise out of using the above free services or products, but may give the relevant users vouchers or other appropriate compensation (Ping An Cloud reserves the complete right to interpret the compensation methods)</strong>; Ping An Cloud does not exclude the possibility of charging for the above free services or products in the future. In such event, Ping An Cloud will make the reasonable and best efforts to announce the charging policies and rules in advance by publishing notices in the appropriate parts of the pages of its website or sending private messages; when continuing the use of the relevant services, you shall make payment subject to the effective charge policies at that time.</p> <p>2.4 All amount and fees set forth or mentioned herein:</p> <p>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; include relevant taxes;</p> <p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; shall be paid in RMB; and</p> <p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; shall not be canceled or refunded.</p> <p>&nbsp;</p> <p><strong>3.&nbsp; Rights and Obligations of Users</strong></p> <p>3.1 You are entitled to use the services you purchased and obtain technical support services from Ping An Cloud in accordance with the Agreement.</p> <p>3.2 You shall guarantee that you will not use technological or other means to damage or disrupt Ping An Cloud Official Website and the websites of other clients of Ping An Cloud.</p> <p>3.3 You shall guarantee that you will use the Service in accordance with the national and local laws and regulations, industry practices and social public morality, and will not use the Service provided by Ping An Cloud to store, publish and spread the following information and content: content (information) violating national laws, regulations and policies; political propaganda and/or news in violation of state regulations; information involving state secrets and/or security; information concerning feudalistic superstition and/or obscene, pornographic, and indecent information as well as information that instigates others to commit crimes; information on lotteries and gambling games; information violating national ethnic and religious polices; information hampering the safe functioning of Internet; information infringing other&#39;s legitimate rights and interests and/or other information or content detrimental to social order and security and public morality. Users shall also undertake not to facilitate others&#39; publishing the above information and content violating the national regulations and/or the terms of the Agreement, including but not limited to through setting links to URLs and Banners and sending emails and messages. Users shall acknowledge that Ping An Cloud reserves the right to stop providing services to users without any refund if users breach the above provisions. Users shall indemnify Ping An Cloud for any losses arising out of such breach.</p> <p>3.4 If you breach the service agreement of the Ping An Cloud platform, Ping An Cloud is entitled to refuse to continue to provide any service to you.</p> <p>3.5 You shall guarantee that you will not abuse any resource of the Ping An Cloud platform, including but not limited to through behaviors related to any hacker attacks, virtual currency mining and grid computing. Once any of the above behaviors is found, your host will be forced to shut down and your account will be frozen immediately.</p> <p>3.6 You shall take, outside of the Service, reasonable and safe technological measures to ensure the safety and integrity of the data stored at servers of Ping An Cloud due to your utilization of the Service, and assume all responsibilities for the consequences of your own actions (including but not limited to arrears, self-installation of software, encryption, or other security measures).</p> <p>3.7 You shall, in your utilization of the Service, adhere to the requirements provided herein and by Ping An Cloud, and shall not use the Service to take or facilitate actions, including but not limited to:</p> <p>3.7.1 Using the cloud servers of the Service as virtual servers, as disk space for rent, or as proxies or mail servers;</p> <p>3.7.2 Partaking in illegal online activities, such as gambling, gambling games, non-official servers, and cheating programs;</p> <p>3.7.3 Releasing, transmitting, and disseminating email advertisements or other types of spam;</p> <p>3.7.4 Releasing, transmitting, and disseminating unwelcome or unsolicited emails, e- advertisements, SMS advertisements, or emails or SMSs containing reactionary, pornographic, or other harmful information;</p> <p>3.7.5 Creating or utilizing relevant equipment or configurations to run programs or processes unrelated to the Service being utilized, resulting in massive occupation of the server RAM, CPU or bandwidth resources in the Service, to an extent that severely burdens the Service system, or other networks, servers (including but not limited to local, non-local or foreign networks and servers), products/applications and/or services used by the users of the Service, or affects the communications between the Service and the internet, or between the Service and other networks, and/or within the Service, or causes server crashes and/or other incidents that render the Service and/or the products or services inaccessible for other users of the Service;</p> <p>3.7.6 Performing any actions that disrupt or attempt to disrupt network security, including but not limited to malicious scanning, illegal attacks and illegal data acquisitions on other websites or servers using viruses, Trojans, malicious code, phishing, and/or other methods;</p> <p>3.7.7 Performing any actions that change or attempt to change the system configurations provided by the Service, or endanger the system&rsquo;s security;</p> <p>3.7.8 Using technological or other means to damage or disrupt the operation of the Service, or others&rsquo; utilization of the Service;</p> <p>3.7.9 Using any means to disrupt or attempt to disrupt the normal functioning of any products or any components or functions of Ping An Cloud, or developing, releasing, and/or spreading the above mentioned tools or methods;</p> <p>3.7.10 Performing any actions in violation of principles of honest conduct, public order and public morality;</p> <p>3.7.11 Engaging in businesses including but not limited to &ldquo;DNS&rdquo;, &ldquo;security services&rdquo;, &ldquo;URL proxy&rdquo;, or &ldquo;reverse proxy&rdquo;, resulting in frequent attacks (including but not limited to DDoS attacks) on the user.</p> <p>If it is found that a user performs the aforementioned actions and fails to correct its actions timely or eliminate its negative impacts as requested by Ping An Cloud, which threaten the security of the platform or other users of the Service, the host will be forced to shut down and the account of the user will be immediately frozen. Party B shall reserve the right to demand indemnification for the losses incurred on it.</p> <p>&nbsp;</p> <p><strong>4. Rights and Obligations of Ping An Cloud</strong></p> <p>4.1 Ping An Cloud shall provide you with the services and technical support services you have purchased as per the Agreement.</p> <p>4.2 If Ping An Cloud finds, based on its own investigation, or information from relevant authorities, or complaints from other obligees, your violation of relevant legislations, regulations or the Agreement, Ping An Cloud is entitled to take one or more of the following measures based on its independent judgment:</p> <p>4.2.1 Request you to immediately remove or modify of the content in question;</p> <p>4.2.2 Immediately remove, block or unlink the content in question;</p> <p>4.2.3 Limit or suspend the rendering of the Service to you (including but not limited to immediately stopping providing parts of your services and related resources, and imposing operational restrictions on your account);</p> <p>4.2.4 For severe violations, Ping An Cloud is entitled to terminate its provision of the Service and the Agreement (including but not limited to immediately stopping providing all your services and related resources), and your payment for the unused service period shall be possessed by Ping An Cloud as liquidated damages;</p> <p>4.2.5 You shall be held liable for other violations by law.</p> <p>4.3 Ping An Cloud is entitled to review your information and determine whether to accept you as a user of Ping An Cloud Service.</p> <p>4.4 Ping An Cloud shall reserve the right to unilaterally terminate the Service provided to you in the event that you violate national or local legislations and regulations or the Agreement, and to cooperate with responsible national authorities to review your information. Additionally, Ping An Cloud shall not be responsible for any indirect, incidental, special, or subsequent damages incurred under any circumstances.</p> <p>4.5 Ping An Cloud shall reserve the rights to force the servers to go down and freeze your account in the event of your abuse of system resources.</p> <p>4.6 Third-party software or technologies may be utilized in the rendering of the Service, if so, Ping An Cloud undertakes to have obtained legal authorization to utilize them, and shall present relevant agreements and/or other documents in accordance with relevant laws and regulations or agreements. The said relevant agreements and documents presented in various forms shall be integral parts of the Agreement, with the same legal effect as the Agreement, and users shall adhere to relevant provisions thereof.&nbsp;</p> <p>4.7 If a user uses the&nbsp; BigDataCompute &nbsp;&nbsp;product or service to engage in matters prohibited in the part of &ldquo;Rights and Obligations of Users&rdquo;, or matters that are illegal or infringe on others, Ping An Cloud is entitled to review the user, suspend its account, and delete relevant illegal resources.&nbsp;</p> <p>4.8 Ping An Cloud may assign part or all of its rights and obligations hereunder to a third party after notifying you in writing 60 days beforehand. For the purposes of this paragraph to take effect, both parties hereto shall agree to sign all necessary documents and take necessary and appropriate measures.&nbsp;</p> <p>&nbsp;</p> <p><strong>5. Privacy Protection</strong></p> <p>When Party A signs the Agreement, it is deemed to have agreed to and accepted all the provisions in the Ping An Cloud User Service Agreement (https:// Privacy Policy (https://</p> <p><strong>5.1 Ping An Cloud will collect necessary data and information during the provision of the Service for you, and analyze the data in order to further improve your experience in using Ping An &nbsp;BigDataCompute&nbsp; &nbsp;Service and provide upgraded and more considerate services. </strong></p> <p><strong>5.2 Without the permission of legitimate users, Ping An Cloud shall not publicize, edit or disclose any personal information of users or non-public content stored on the Ping An Cloud platform, with the following exceptions:</strong></p> <p><strong>5.2.1 As required by relevant laws and regulations, or the legitimate service procedures of Ping An Cloud;</strong></p> <p><strong>5.2.2 For upholding the rights of the user and/or the public under emergency circumstances;</strong></p> <p><strong>5.2.3 For safeguarding the trademark, patent, or any other legitimate rights and interests of Ping An Cloud;</strong></p> <p><strong>5.2.4 Other cases in which personal information is required to be publicized, edited, or disclosed by law.</strong></p> <p><strong>5.3 By signing the Agreement, you authorize Ping An Cloud to utilize your personal information in the following cases (including but not limited to):</strong></p> <p><strong>5.3.1 Ping An Cloud may share users&rsquo; personal information with sponsors for the purpose of sales promotion or lucky draw. In such cases, Ping An Cloud shall notify users before sending their information, and users shall be entitled to terminate the sending process by not participating in the activities; </strong></p> <p><strong>5.3.2 Ping An Cloud may cooperate with a third party to provide users with relevant network services. In such cases, Ping An Cloud shall be entitled to provide the third party with user data if the third party agree to undertake the same responsibilities of privacy protection as Ping An Cloud.</strong></p> <p><strong>5.3.3 Provided that no private information of any individual user is disclosed, Ping An Cloud shall be entitled to analyze and utilize for commercial purposes the user database as a whole. </strong></p> <p><strong>5.3.4 </strong><strong>To improve the products and services of Ping An Cloud to better meet users&rsquo; demands.</strong></p> <p><strong>5.3.5 Required by the existing laws and regulations of China.</strong></p> <p><strong>5.3.6 Requested by relevant administrative and judicial authorities under special circumstances.</strong></p> <p><strong>5.3.7 Users permit Ping An Cloud to provide their personal information to a third party.</strong></p> <p><strong>5.3.8 Ping An Cloud submits users&rsquo; personal information for addressing reported incidents and initiating proceedings. </strong></p> <p><strong>5.3.9 Ping An Cloud submits users&rsquo; personal information as part of the necessary and reasonable actions to prevent serious unlawful activities or suspected offences.</strong></p> <p><strong>5.4 Service information is collected and stored for purposes of: a. being used to products and services provided by Ping An Cloud, and b. improving and customizing the products and services provided by Ping An Cloud, otherwise the product or service experience will not be that good. Ping An Cloud may automatically collect and store users&rsquo; software and hardware information pertinent to their smart terminal devices (including smartphones, computers and TVs) and browsers, the information they voluntarily upload to Ping An Cloud servers, and their use preferences. Such information includes but is not limited to users&rsquo; smartphone IMEI numbers, user names, operating systems, IP addresses, cookie data, and information of GPS and other location services and pages visited by users. </strong></p> <p><strong>5.5 Ping An Cloud shall take security measures based on its existing technologies to protect the information in its possession from loss, misuse and alternation. Such security measures include data backup on other servers, and encryption of user passwords. Despite the measures, Ping An Cloud is under no obligation to guarantee the absolute safety of such information. </strong></p> <p><strong>5.6 Ping An Cloud shall utilize its legally acquired personal information of users for internal purposes, such as auditing, data analysis, research, and sharing with affiliates, in order to provide better and comprehensive services for users, and improve its products and services. </strong></p> <p><strong>5.7 Authorization of Information</strong></p> <p><strong>5.7.1 You shall authorize Ping An Cloud, unless otherwise stipulated by law, to utilize the information that you submit to Ping An Cloud or is generated by your use of Ping An Cloud&rsquo;s services (including information provided and generated before the Agreement), and information queried and collected by Ping An Cloud in accordance with the Agreement for improving the services provided to you, suggesting products, and conducting market surveys and data analysis by Ping An Cloud, its affiliates, and necessary partners entrusted for the provision of services ; </strong></p> <p><strong>5.7.2 You shall authorize Ping An Cloud, unless otherwise stipulated by law, to provide, query and collect your information for its affiliates and partners which are necessary for conducting cooperation on services, for the purpose of improving the quality of services and products;&nbsp;&nbsp; </strong></p> <p><strong>5.7.3 Ping An Cloud and its partners shall assume&nbsp;the&nbsp;obligation&nbsp;of&nbsp;confidentiality&nbsp;for the aforementioned information, and take measures to ensure the security of such information;</strong></p> <p><strong>5.7.4 This clause shall come into force upon the execution of the Agreement, with independent legal effect and unaffected by whether the contract is concluded or not and the changes in its effect; </strong></p> <p><strong>5.7.5 If you disagree with part or all of the preceding authorization clauses, you may cancel or change your authorization by calling the customer service hot line (4001518800).&nbsp; </strong></p> <p><strong>&nbsp;</strong></p> <p><strong>6. Liabilities for Breach of Contract, Liquidated Damages and Limitation of Liability</strong></p> <p>6.1 Both Party A and B hereto shall strictly fulfill their responsibilities under the contract. Any violation of provisions contained herein shall constitute a breach of the contract, and the breaching party shall be liable for breach of contract according to law.</p> <p>6.2 The breaching party shall indemnify the other party for any claims, proceedings, procedures, losses, damages, fees and costs (including but not limited to litigation costs and attorney fees) incurred by or related to the breach of the Agreement.</p> <p>Party B shall undertake to adhere to the provisions herein when rendering the Service for Party A, otherwise Party B shall be responsible for active rectification, except for issues incurred in any of the following cases:</p> <p>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Party A fails to use the platform in accordance with the provisions contained herein ;&nbsp;</p> <p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Issues caused by plugins, products, systems or third-party software of Party A, and by incompatibility with network transaction platforms;</p> <p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Hardware or network faults not caused by Party B;</p> <p>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Party B needs to suspend the Service for a short time during the server configuration or maintenance;</p> <p>(E)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Speed decrease in website access, and running of applications or services, caused by the blocking of internet access ;</p> <p>(F)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other issues not caused by Party B.</p> <p>6.3 Under any circumstances, Party B shall not be responsible for any of the following damages or losses incurred on Party A (or any party making claims via Party A), regardless of whether they are direct or indirect, immediate or consequential, based on agreements and infringement on rights (including negligence) or any other causes;&nbsp;</p> <p>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Profit losses;</p> <p>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Losses of expected income;</p> <p>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Losses of business opportunities; and</p> <p>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Losses of goodwill.</p> <p><strong>6.4 Ping An Cloud shall not be responsible for any indirect or punitive damages, including profit losses incurred on you by your utilization of the &nbsp;&nbsp;BigDataCompute&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;Service (even in cases where you have been informed of the possibility of the said losses). </strong></p> <p>6.5<strong> </strong>Even if both parties have agreed otherwise, for any claims (whether based on contracts, violations, negligence, liabilities of breach, laws and regulations, or other causes) related to the Agreement, Party B&rsquo;s liabilities are only limited to compensation for the direct actual damages. <strong>Under any circumstances, the total liquidated damages related to the Agreement undertaken by Ping An Cloud shall not exceed the total fees charged for the services involved in the breach.&nbsp; </strong></p> <p>6.6 Neither party shall be responsible for the delayed performance or violation of the Agreement by any party caused by force majeure, fault of the underlying operators, network security incidents, or other incidents beyond the reasonable control of the parties.</p> <p>6.7 Party A shall acknowledge and agree that the Service is provided by Party B based on the existing technologies and conditions. Party B shall make its maximum efforts to ensure the continuity and security of the Service, but shall not be obligated to ensure that the Service provided by it is flawless. Therefore, Party A shall agree that any flaw in the Service that is unavoidable given the technologies of the industry at the given time shall not be considered a breach of contract by Party B, and both parties shall work together to solve the relevant issues in a friendly manner.</p> <p>&nbsp;</p> <p><strong>7. Disclaimer</strong></p> <p><strong>7.1 Ping An Cloud does not guarantee the following matters (including but not limited to):</strong></p> <p><strong>7.1.1 Ping An Cloud Service meets the demands of all users;</strong></p> <p><strong>7.1.2 Ping An Cloud Service is always free from disturbance, being safe, reliable, or error-free and provided timely. </strong></p> <p><strong>7.1.3 You shall assume all the risks associated with data obtained via Ping An Cloud Website; you shall be completely liable for damages to users&rsquo; computer systems or data losses due to the utilization of the Service. </strong></p> <p><strong>7.2 Ping An Cloud shall reserve the right to suspend or terminate the Service upon your violation of the national or local laws and regulations, or the Agreement.</strong></p> <p><strong>7.3 You shall agree to authorize Ping An Cloud to disclose fraud, distribution or sales fake or inferior commodities, infringement on others&rsquo; legitimate rights and interests, or other severe violations of Ping An Cloud Website rules in your utilization of the &nbsp;BigDataCompute&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Service, log out your Ping An Cloud accounts, prohibit you from logging in any Ping An Cloud website, and terminate all website services previously provided for you.&nbsp; </strong></p> <p><strong>7.4 In your utilization of the Service, the content of the Agreement, prompts on the web pages regarding transaction processes, or messages (SMSs, phone calls, etc.) sent by Ping An Cloud to your smartphones constitute the rules on using the Service, and your utilization of the Service indicates that you accept the rules. You shall acknowledge and agree that Ping An Cloud is entitled to unilaterally modifying the rules without seeking your consent in advance, and the rules on using the Service shall be subject to web page prompts (or SMSs or phone calls) during your utilization of the Service. Your utilization of the Service shall be on the condition of your agreement and adherence to the rules. </strong></p> <p>7.5 Ping An Cloud may notify you of the progress of your service or prompt the next step of process via email (or SMSs sent to your cellphones, phone call, etc.), but does not guarantee that users can receive or promptly receive such email (or SMSs, phone call, etc.), nor assume any responsibility for any consequence. You are, therefore, advised to login the Ping An Cloud website promptly to check and go through the transaction process. Ping An Cloud shall not be responsible for any disputes or damages arising from your failure to promptly check and modify or confirm your service status, or submit relevant applications.&nbsp;</p> <p>7.6 You shall assume all responsibilities for all consequences caused by your provision of incorrect contact information to Ping An Cloud, or the insecurity or instability of the email addresses you use to receive emails from Ping An Cloud, including but not limited to the consequences or losses caused by your failure to promptly receive the relevant notifications of Ping An Cloud.&nbsp;</p> <p>7.7 System suspension or failure</p> <p>Ping An Cloud shall not assume the compensation liability for system failure which makes you unable to use online services in the following cases, including but not limited to:</p> <p>7.7.1 The system is shut down for maintenance.</p> <p>7.7.2 Failure of telecommunication equipment prevents data transmission.</p> <p>7.7.3 Ping An Cloud system is prevented from operation by force majeure such as typhoons, earthquakes, tsunamis, floods, power failures, wars, or terrorist attacks.</p> <p>7.7.4 Service suspension or delay is caused by hacker attacks, technical adjustments or failures in telecommunication departments, website updates, or banking system issues.</p> <p>7.7.5 Other faults not caused by Ping An Cloud or other cases beyond the control or reasonable predict of Ping An Cloud.</p> <p>7.8 Partners of the Service shall be responsible for the quality and content of the services they provide.</p> <p>7.9 When permitted by law, Ping An Cloud shall not be responsible for any indirect, punitive, special, or derivative losses (including losses of business, income, profit and data or other fiscal losses) related to or incurred by the Agreement, regardless of their causes, or whether they are caused by a breach of the Agreement (including a breach of warranty) or infringements on rights, even though you have been informed of the possibility of such losses in advance. In addition, Ping An Cloud shall not be responsible for the aforementioned losses in the event that the exclusive remedies stipulated herein fail to achieve its basic objectives.&nbsp;</p> <p><strong>7.10 Given the particularity of network services, you shall agree that Ping An Cloud may change, suspend or terminate part or all of the Service at any time with justifiable causes, without assuming any liability to you. However, Ping An Cloud shall notify you in advance whenever possible, in order to protect your legitimate rights and interests by enabling you to transmit and backup relevant data, and adjust your business.&nbsp; </strong></p> <p>7.11 To improve the Service, Ping An Cloud is entitled to repair, maintain, and update the platform or equipment used to provide the Service. Ping An Cloud shall not be liable for the suspension or discontinuance of related services within a reasonable period of time in the said cases.&nbsp;</p> <p>7.12 You shall acknowledge and agree that the &nbsp;BigDataCompute&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;Service is provided based on the existing technologies and conditions. Ping An Cloud shall make its maximum efforts to ensure the continuity and security of the Service, but is not obligated to guarantee that the Service is flawless, or foresee and prevent legal, technical or other risks, including but not limited to service suspension, data losses, breaches or theft, and other losses and risks caused by force majeure, viruses, Trojans, hacker attacks, system instability, flaws in third-party services, government actions, etc. <strong>Therefore</strong><strong>,</strong><strong> you </strong><strong>shall </strong><strong>agree that such flaws </strong><strong>that are inevitable</strong><strong> </strong><strong>given</strong><strong> the technologies of the time shall not constitute breach </strong><strong>of contract </strong><strong>by Ping An Cloud, and Ping An Cloud </strong><strong>shall</strong><strong> not</strong><strong> be</strong><strong> liable for such damages including data and information losses.</strong></p> <p>7.13 You acknowledge and agree that the Service may be suspended due to risk factors such as force majeure during its utilization. In such cases, Ping An Cloud shall immediately work with relevant departments to rectify such issues, but shall be exempted from liability for the losses caused to you thereby.</p> <p>7.14 You shall acknowledge and agree that Ping An Cloud is not responsible for damages caused by your use of pirate software, system or data in your utilization of the &nbsp;&nbsp;BigDataCompute&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;Service. Ping An Cloud reserves the rights to claim for its damages caused by your actions.&nbsp;</p> <p>7.15 Under any circumstances, neither party shall be responsible for indirect, incidental or special damages or losses of the other party, including but not limited to losses of acquirable interests and the expenses paid by the other party to a third party (even in cases where the other party has been informed of the possibility of the said losses).</p> <p><strong>7.16 You shall acknowledge and agree that although Ping An Cloud provides usability support for free or public beta products and services, it gives no warranty regarding errors or omissions involved, and undertakes no responsibility for the work or consequences of your utilization of such products or services. </strong></p> <p>&nbsp;</p> <p><strong>8</strong><strong>. Intellectual Property</strong></p> <p>8.1 With the exception of products or services provided by third parties, all content on the Ping An Cloud website, including but not limited to software, images, documents, information, data, architectures, and web design with copyright, trademark, patent, trade secrets or other similar rights are the property of Party B or its affiliates.</p> <p>8.2 Party A is entitled to use the aforementioned intellectual property and assume the corresponding obligation of confidentiality within the scope of the Agreement. Without the written permission by Party B or its affiliates, no one shall be allowed to use, modify, replicate, publicly disseminate, change, spread, issue or publish the programs or content on the websites of Party B or its affiliates.&nbsp;</p> <p>8.3 Both parties shall respect the intellectual property rights of each party and third parties. The authorization granted by Party B to Party A for the use of its intellectual property based on the Agreement shall not be deemed as an indication of allowing the transfer of the relevant intellectual property rights or permitting a third party to utilize such rights. Party B is entitled to cooperate with judicial or administrative authorities in querying and providing the information of Party A in order to solve complaints and disputes timely, thus protecting the legitimate rights and interests of parties involved. In case of any violation, Party A shall be liable for the damages.&nbsp;&nbsp;&nbsp;</p> <p>8.4 In the event that any third party claims that Party A&rsquo;s acquisition or utilization of software and services (or any part of them) in accordance with the Agreement infringes the third party&rsquo;s intellectual property, and brings a claim or lawsuit (&ldquo;Claim&rdquo;) against Party A, Party B undertakes to pay for the costs incurred during the defences, or choose to reach a settlement with the third party. As a result, Party B shall be liable for the reasonable damages, losses, costs (including legal fees) and fees incurred or imposed on Party A caused by or in relation to the said claim. However, if the said claim is caused by Party A&rsquo;s failure to acquire or use the software or services (or any part of them) in accordance with the Agreement, or by Party A&rsquo;s combination of the software and services provided by Party B hereunder with other hardware or software not provided or designated by Party B, the preceding stipulation does not apply.&nbsp;&nbsp;</p> <p>8.5 If any third party shall file a claim against Party A or notify Party A of its intention to make a claim against Party A, the obligations of Party B set out under Article 8.2 shall be subject to the following actions taken by Party A:</p> <p>8.5.1 Party A shall send Party B a written notice of the claim within a reasonable and feasible time limit, describing the nature of the claim in reasonable details;</p> <p>8.5.2 Without prior written permission by Party B, Party A shall not acknowledge any liabilities, or conclude any agreements or compromises regarding the claim;</p> <p>8.5.3 On the premise that Party B provides a guarantee to Party A against any possible claims, liabilities, costs, expenses, damages and corresponding losses in a manner reasonably satisfactory to Party A, Party A shall take measures to avoid the claims and relevant disputes, settlement or defence according to the reasonable requirements of Party B.</p> <p>&nbsp;</p> <p><strong>9. Notices and Delivery</strong></p> <p>9.1 You shall guarantee and maintain the validity of your information. You shall be responsible for your failure to receive notices, customer services, complaint and dispute settlement, and technical support, among others in a timely manner in the event that your information is fake or invalid.</p> <p>9.2 Unless otherwise agreed by the two parties, you shall send notices to Ping An Cloud through the contact information published on the Ping An Cloud Website.</p> <p>9.3 Ping An Cloud may send you business notices such as service prompts and validation messages as well as marketing advertisements at irregular intervals in one or more forms such as website announcements, emails, SMSs, on-site private messages, and instant messengers.</p> <p>9.4 Each party shall ensure that its contact information is accurate and valid. Any notification shall be deemed to have been received by the recipients on the date of the delivery.</p> <p>&nbsp;</p> <p><strong>10. Term of the Agreement</strong></p> <p>10.1 The term of the cooperation between the two parties hereto starts from the date of your clicking on the relevant web page to agree to and accept the Agreement and end on the last day of the same year, for example, from June 1, 2017 to December 31, 2017. If neither party has made a written request for not renewing the Agreement prior to the expiration of the Agreement, the term shall be automatically extended for another one year with no limit to the times of the extension.&nbsp;</p> <p>10.2 If the term of the cooperation between the two parties is inconsistent with the term of the services you have purchased, it shall be automatically extended to the expiration date of the services you have purchased. Unless otherwise agreed by the two parties, the Agreement shall be always valid during the period of your usage and subscription of the Service.&nbsp;</p> <p>10.3 Prior to the expiration of the term of the Agreement, if either party has notified the other party in writing not to renew the Agreement upon its expiration, the Agreement shall be automatically terminated upon its expiration.</p> <p>10.4 The expiration or termination of the Agreement shall not affect the rights and obligations incurred before the expiration or termination.</p> <p>From the effective date of the Agreement, Party A shall be entitled to use the Ping An Cloud products or services provided by Party B, but the Service shall be terminated upon any of the following cases:</p> <p>10.4.1 The utilization or registration of products or services by Party A or &ldquo;ultimate users&rdquo; involves:</p> <p>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Security risks for the products or services or any third party;</p> <p>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Potential adverse impacts on the products, services, or the systems, products or services of any other Ping An Cloud clients;</p> <p>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Potential liabilities incurred on Ping An Cloud, its affiliates, or any third party;</p> <p>(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Potential fraud.</p> <p>10.4.2 Party A or any &ldquo;ultimate user&rdquo; violates the Agreement, including Party A&rsquo;s delay in performing its payment obligation.&nbsp;</p> <p>10.4.3 The both parties agree to terminate the Agreement.</p> <p>10.5 If Party A or any &ldquo;ultimate user&rdquo; severely violates the Agreement, Party B shall be entitled to terminate the Service in advance, and the expenses for the services unused by Party A shall be owned by Party B as liquidated damages.</p> <p>10.6 Unless otherwise stipulated by law or otherwise agreed by both parties, Party B shall continue to store Party A&rsquo;s data for seven (7) calendar days since the date of the premature termination of the Agreement, and stop maintaining the data beyond such period. Party A shall assume all the consequences of destroying its data.</p> <p>&nbsp;</p> <p><strong>11. Miscellaneous</strong></p> <p>11.1 The Agreement shall come into force upon its publication. Ping An Cloud is entitled to modify the Agreement at any time, and publish the modified version on Ping An Cloud Website. You are entitled to terminate your use of the Service if you disagree with the modifications to the provisions of the Agreement made by Ping An Cloud. Your continued utilization of the Service shall be deemed that you accept the modifications made by Ping An Cloud.</p> <p>11.2 Ping An Cloud is entitled to the reasonable disposal and final interpretation right to various preferential activities covered by the Agreement, including but not limited to invitation codes, vouchers and virtual tokens.&nbsp;</p> <p>11.3 All notices of Ping An Cloud under the Agreement may be sent to you in forms such as website notices, on-site private messages, emails, and SMSs. Such notices shall be deemed to have been received by the recipients on the date of the delivery.</p> <p>11.4 The Agreement shall be signed in Futian District, Shenzhen, Guangdong Province.</p> <p>11.4.1 The Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in relation to the Agreement shall be governed by and interpreted in accordance with the laws of the People&rsquo;s Republic of China.</p> <p>11.5 Any disputes, controversies, or claims arising out of or in relation to the Agreement, including questions regarding its existence, validity, interpretation, performance, breach, or termination, and any non-contractual disputes arising out of or in relation to the Agreement, shall be submitted to Shenzhen Court of International Arbitration (Shenzhen Arbitration Commission) for arbitration, and be finally resolved in accordance with the arbitration rules in force when the arbitration notification is submitted. This arbitration term applies to the laws of the People&rsquo;s Republic of China and the arbitration shall take place in Shenzhen in Chinese. The arbitration court shall consist of three arbitrators. Both parties can designate an arbitrator and the chief arbitrator shall be chosen by two parties together.</p> <p>11.6 The Agreement constitutes a complete agreement between both parties on the matters agreed herein and other related matters. It does not confer either party any rights outside of its stipulations. Except as provided herein, no other rights are granted to the parties hereto.</p> <p>11.7 In the event that any provisions in the Agreement fully or partially become invalid or impossible to execute, other stipulations shall remain effective and binding. If any provision of the agreement becomes fully or partially invalid or unenforceable for whatever reason, the rest provisions shall remain valid and binding.</p> <p>11.8 For the preparation and interpretation of the Agreement, the Chinese text shall prevail. Unless otherwise agreed by the parties, any translation of the Agreement shall not be used as the basis for interpreting the Agreement or determining the intentions of the parties.</p> <p>&nbsp;</p> <p><strong>12. Anti-Commercial Bribery</strong></p> <p>12.1 Both parties hereto shall be aware of and willing to strictly adhere to laws and regulations of the People&rsquo;s Republic of China against commercial bribery. Both parties shall know that all forms of bribery or corruption are in violation of the law and subject to severe punishment;</p> <p>12.2 Neither party shall claim or accept any benefits other than those agreed herein from the other party or the persons in charge of it or other persons involved, or provide or give them such benefits, including but not limited to overt or covert discounts, cash, shopping cards, benefits in kind, stocks, tourism or other non-material benefits; However, if the benefits are provided as part of the industry&rsquo;s practice, they shall be expressly stated in the Agreement;</p> <p>12.3 Both parties shall strictly prohibit commercial bribery by the persons in charge of them. The persons in charge of any party taking any actions set forth in Article 12.2 is in violation of the party&rsquo;s company system, and shall be punished in accordance with the company system of the party and national laws;&nbsp;</p> <p>12.4 Both parties shall oppose any actions described in Article 12.2 between the other party or the persons in charge of it and any third party for the purpose of implementing the Agreement. Such actions are in violation of national laws and shall be punished in according to national laws;</p> <p>12.5 Either party or the persons in charge of it shall be responsible for the damages it caused to the other party due to violation of articles 12.2, 12.3, and 12.4.</p> <p>12.6 &ldquo;Other persons involved&rdquo; in this article refer to individuals with direct or indirect interests in the Agreement other than the persons in charge of Party A, including but not limited to friends and relatives of the persons in charge of the Agreement.&nbsp;</p> <p>&nbsp;</p> <p><strong>13</strong><strong>. Confidentiality</strong></p> <p>13.1 Obligation of confidentiality</p> <p>13.1.1 The recipient shall confirm that the confidential information is the valuable, specialized and special assets of the disclosing party. Without the prior written consent of the disclosing party, the recipient shall not disclose such information to any third party. Despite the above provisions, the disclosing party shall agree that on a need-to-know basis and with the intention of the disclosing party to disclose such information, the recipient may disclose the confidential information to its affiliates and the representatives of the recipient and its affiliates. The recipient, its affiliates, and their representatives shall undertake to protect and maintain all the confidentiality of the said information at least with the prudent standards of Ping An for the protection of its own proprietary, secret or confidential information.</p> <p>13.1.2 The recipient agrees that (1) the recipient, (2) its affiliates, and (3) their representatives will never apply, adopt, utilize or use the confidential information in any other ways for any purpose without express prior written consent of the disclosing party.</p> <p>13.1.3 Both parties agree that if either party is informed of any leakage of the confidential information, they shall promptly discuss the methods of solving the issue without prejudice to their rights and obligations.</p> <p>13.2 Exemption of the Obligation of Confidentiality</p> <p>13.2.1 The confidentiality obligation provided in the Agreement shall not apply to the following information:</p> <p>(1) Information legitimately possessed by the recipient or its representatives before the disclosure;</p> <p>(2) Information that is or becomes available to the public not due to unauthorized disclosure hereunder or violations provided herein;</p> <p>(3) Information independently developed by the recipient (excluding information based on confidential information);</p> <p>(4) The information disclosed or sent to the recipient by a third party with no confidentiality obligation to the disclosing party, or the information obtained by the recipient from the third party.</p> <p>13.2.2 The recipient may disclose information as requested or ordered by competent courts, and government or supervisory authorities (including but not limited to stock exchanges) (&ldquo;government authorities&rdquo;). However, prior to making such disclosure, the recipient shall:</p> <p>(1) Notify the disclosing party that it has received such requests or orders, and their conditions or circumstances;</p> <p>(2) Negotiate with the other party on the reasonable measure to refuse the requests/orders, or narrow down the scope of disclosure of such requests/orders, and assist the disclosing party in taking such reasonable measures to the extent permitted by laws and regulations;</p> <p>(3) Cooperate with the disclosing party to obtain a ruling or other reliable guarantees that the confidential information remains confidential. If the confidential information requested or ordered remains confidential, the recipient and its representative shall continue to comply with the confidentiality provisions contained herein.</p> <p>The &ldquo;affiliates&rdquo; of a specific entity refer to any entities that are, through one or more entities, directly or indirectly control, or controlled by, or under the shared control of others with, the specific entity. The &ldquo;control&rdquo; over an entity refers to the direct or indirect power acquired through the shares with voting rights or other benefits with voting rights in accordance with the contract or in other forms, or directing the management and policy development of the entity, not limited to the provision in the preceding sentence in any cases.</p> <p>13.3 Ownership</p> <p>The recipient shall confirm that all confidential information of the disclosing party is the property of the disclosing party, and the disclosure of confidential information shall not be deemed to authorize any rights regarding the confidential information to the recipient. The recipient shall make reasonable endeavours to prevent the recipient and its representatives from applying for patents, trademarks, designs or any other intellectual property rights regarding all or part of the confidential information. The disclosing party shall not be responsible for guaranteeing the accuracy or completeness of any confidential information.</p> <p>13.4 Return of Confidential Information</p> <p>The disclosing party may at any time request the recipient to return or destroy the confidential information or its copies, and to provide a written statement, claiming that it has not intentionally, directly or indirectly retained any confidential information or its copies in its possession or under its control after the return or destruction. The recipient shall satisfy the above mentioned requests within seven (7) days after receiving them.</p> <p>13.5 Term of confidentiality</p> <p>The recipient shall agree that the term of confidentiality hereof shall start from the date of the disclosure of the confidential information to it and end on the date when the relevant confidential information is available to the public.</p> <p>13.6 Liabilities for violating the obligation of confidentiality</p> <p>The recipient shall agree that violations of the provisions herein shall assume the liabilities below:</p> <p>Indemnify the disclosing party against any loss, including but not limited to the disclosing party&rsquo;s actual losses, reputation losses, attorney fees, legal consultant fees, and litigation costs.</p> <p>&nbsp;</p> <p><strong>14. Anti-Marketing Fraud</strong></p> <p>Both parties shall be aware of and willing to strictly adhere to the relevant laws of the People&rsquo;s Republic of China on contracts, advertising and intellectual property, such as Copyright Law, Trademark Law, Patent Law, and Anti-Unfair Competition Law. Both parties are entitled to accurately and reasonably utilize the matters agreed herein or use them for promotion in agreed manners and within the agreed scope, except for the agreed confidential terms. In order to avoid risks such as trademark infringement and inappropriate promotion, both parties shall agree that prior written consent from the other party is necessary for either party to use the other party&rsquo;s trademark, brand, company name, etc. for its promotion, which is otherwise not allowed. Both parties hereby undertake to actively response to each other&rsquo;s applications for the reasonable use or use for promotion of the matters in cooperation. Both parties shall acknowledge that they have not used the trademark, brand, company name, and other intellectual property rights of the other party for their commercial promotion without the prior written consent of the other party. Fabricating the cooperative matters and exaggerating the scope, content, effect, scale, and level of the cooperation constitute breaches of the Agreement, and may give rise to unfair competition as a result of false promotion. In such cases, the non-defaulting party or infringed party shall reserve the rights to hold the infringing party liable.</p> <p>&nbsp;</p> <p>In the event of any inconsistency between the Chinese and English texts of the Agreement, the Chinese text shall prevail.</p> <p>&nbsp;</p>
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