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Products and Services Usage Agreement

Products and Services Usage Agreement for Short Message Service Products and Services Usage Agreement for Short Message Service is a valid agreement entered into between Shenzhen Ping An Communication Technology Co., Ltd. (hereinafter referred to as "Ping An Cloud"; or "Party B") and you (hereinafter referred to as "User" or "Party A") on related matters of products and/or services displayed on the official website of Ping An Cloud and provided by Party B to Party A. Products and Services Usage Agreement for Short Message Service is hereinafter referred to as "the Agreement." The Short Message Service (SMS) products, services or products and/or services are hereinafter referred to as "the Service" or "Ping An Cloud Service." Before accepting the Agreement, please read all the contents herein carefully. You have no right to use the Service unless you have read and accepted all provisions contained herein and relevant agreements and rules. 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. By clicking "confirm" on web pages, actually purchasing or using the services provided by or downloading, printing, and then affixing a seal, you indicate that you have read and accepted all provisions contained herein, agree with Ping An Cloud on subscribing corresponding SMS services, and agree to accept and be bound by all the provisions contained herein. Unless otherwise defined in the Agreement, the following terms shall have the meanings set forth below: Ping An Cloud website refers to the official website of Ping An Cloud with the domain name of https://pinganyun.com. Ping An Cloud refers to Shenzhen Ping An Communication Technology Co., Ltd., namely provider of Ping An Cloud products and/or services. SMS refers to the feature of sending short messages and relevant supporting services provided by Ping An Cloud. The short messages are categorized into domestic short messages (regions within Chinese mainland excluding Hong Kong, Macao, and Taiwan) and international short messages (countries and regions outside Chinese mainland including Hong Kong, Macao, and Taiwan) based on the regions where short messages are sent. In particular, you are reminded to carefully read and fully understand all provisions contained herein, especially the provisions about restrictions, disclaimer, determination and treatment of violations/breaches, and selection of competent courts, which may be highlighted in bold and/or underlined for drawing your attention. 1. Service Content 1.1 "Products and services" in the Agreement refer to the short message services. You shall submit the information in accordance with the requirements of Ping An Cloud on applying for short message capability permission, and be responsible for the authenticity, legitimacy, and validity of the submitted information. Ping An Cloud shall be entitled to make judgments based on the information you submit and shall reserve the right of determining whether you meet the requirements on opening the permission. 1.2 When subscribing to or purchasing products or services on Ping An Cloud website, Party A shall comply with not only the Agreement but also the order agreement of the products and services subscribed to and purchased by Party A. The order agreement shall be an integral part of the Agreement. 1.3 During the subscription period, Party B shall offer Party A paid short message sending services and technical services and interfaces for such message sending platforms pursuant to the SMS capability and relevant systems and platforms of Part B. 1.4 Third Party Products and Services 1.4.1 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's requirements. 1.4.2 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. 1.4.3 Any dispute arising out of Party A's usage of third-party products or services shall be settled by Party A and the third party through negotiations. 2. Service Price (Not Applicable to Free Products) 2.1 SMS will list the service prices on the relevant pages of its website or inform you of the fees payable based on the specifications and configurations of the services you have subscribed to. You shall pay according to the pricing scheme showed on the above 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 website at the time of your purchase. 2.2 You can top up your Ping An Cloud account through online banking service or bank remittance before subscribing to 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 to prior to the deadline listed on the website of Ping An Cloud. Ping An Cloud is entitled not to provide the services you subscribe to 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 until such service fees due are fully paid. 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 used services of subscription, the fees for the unused services will be possessed by Ping An Cloud as liquidated damages. 2.3 Billing Principles SMS fees shall be settled by month based on Party A’s usage of the short messages in the month that are calculated by Party B. Note: Usage of short messages refers to the number of short messages. Long-text short messages shall be charged as multiple pieces of short messages that are divided in accordance with the encoding split principles of the ISP. Each punctuation mark, digit, letter, or Chinese character is calculated as one character. Domestic short messages are billed based on the number of messages whose status reports indicate "succeeded". International short messages are billed based on the number of messages that are sent. 2.4 Subscription Services 2.4.1.1 If you purchase SMS resource packages (set packages), Ping An Cloud will not provide the services until you pay off all the service fees. 2.4.1.2 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. 2.4.1.3 If you plan to renew the service you have subscribed after its expiration, please pay the renewal fees at least seven days prior to the expiration of the service term. 2.4.2 Pay-As-You-Go Services 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 natural 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 then published on the web pages of Ping An Cloud website. 2.5 You shall understand and acknowledge that Ping An Cloud may provide free services with 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. 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); 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 messages; When you continue to use relevant services, you shall make payment subject to the effective charge policies at that time. 2.6 All amount and fees set forth or mentioned herein: (1) include relevant taxes; (2) Shall be paid in CNY; (3) Shall not be canceled or refunded. 3. Rights and Obligations of Users 3.1 You are entitled to use the services you purchase and obtain technical support services from Ping An Cloud in accordance with the Agreement. 3.2 You shall guarantee that you will not use technological or other means to damage or disrupt Ping An Cloud website and the websites of other customers of Ping An Cloud. 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 the Internet; information infringing on other'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' 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 URL and Banners and sending emails and short 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. 3.4 If you breach the Service Agreement of the Ping An Cloud platform, Ping An Cloud is entitled to refuse to continue providing any service to you. 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. 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.) 3.7 You shall guarantee that when you send short messages with SMS, you have obtained approval from message receivers of receiving the messages and take sole responsibilities including but not limited to complaints and economic losses caused by sending short messages without permission of the message receivers. 3.8 You shall comply with relevant laws and regulations and rules of telecommunications ISPs and regulate short message signature, user license complaint management, and time for not sending a short message template when you use the Service. You shall mark your corporate identification and ensure the identification is true and valid. You shall not use identifications of other enterprises or entities or identifications that may cause misunderstanding of the receivers. 3.9 You shall comply with the Agreement and relevant requirements of Ping An Cloud and shall not rent or resell the Service when using the Service. 3.10 According to the Measures of the Administration of Internet Information Services, you shall not send messages that contain the following content: 3.10.1 Information that violates the basic principles established by the Constitution; 3.10.2 Information that compromises the national security, leaks national secrets, subverts the government, or undermines the state unity; 3.10.3 Information about political news; 3.10.4 Information that damages the honor and interests of the state; 3.10.5 Information against the current national policies, laws, or regulations; 3.10.6 Information that incites ethnic hatred and ethnic discrimination or undermines the ethnic unity; 3.10.7 Information that destructs national policies on religion or propagates evil cults or feudal superstition; 3.10.8 Information that spreads rumors, disturbs social order, and undermines social stability; 3.10.9 Information that spreads obscenity, pornography, gambling, violence, murder, or terror or abets crimes; 3.10.10 Information that is detrimental to public morals, insults or slanders others, or infringes others’ legal rights and interests; 3.10.11 Information containing content that is prohibited by laws and administrative regulations; 3.10.12 False or invalid information; 3.10.13 Information used for defrauding or blackmailing public and private properties by passing off banks or in the name of China UnionPay; 3.10.14 Information about illegally selling guns, ammunition, explosives, smuggling cars, drugs, ecstasy, obscene objects, forged notes or invoices, or known stolen goods obtained from crimes; 3.10.15 Information about fake prize of winning in a lottery, fake matchmaking, fake recruitment, or seducing or introducing others for prostitution or whoring; 3.10.16 Commercial advertisements or other information not approved by but sent to the customers; 3.10.17 Renting or reselling the short messages of the Service; 3.10.18 Partaking in illegal online activities, such as gambling, gambling games, nonofficial servers, and cheating programs; 3.10.19 Releasing, transmitting, and disseminating email ads or other types of spam; 3.10.20 Releasing, transmitting, and disseminating unwelcome or unsolicited emails, e-ads, SMS ads, or emails or short messages containing reactionary, pornographic, or other harmful information; 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 cause damages on the platform or general users of the Service, Part A is entitled to terminate the Services 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. 4. Rights and Obligations of Ping An Cloud 4.1 Ping An Cloud shall provide you with the services and technical support services you have purchased as per the Agreement. 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: 4.2.1 Request you to immediately remove or modify of the content in question; 4.2.2 Immediately remove, block or unlink the content in question; 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); 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 reclaiming related resources), and your payment for the unused service period shall be possessed by Ping An Cloud as liquidated damages. 4.2.5 You shall be responsible for other violations by law. 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. 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. 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. 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 the User shall adhere to relevant provisions thereof. 4.7 If the User uses products or services to engage in matters prohibited in the part of "Rights and Obligations of Users", 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. 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. 5. Privacy Protection 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://pinganyun.com/ssr/help/others/Legal_documents/Service_agreement) and Privacy Policy (https://pinganyun.com/ssr/help/others/Legal_documents/Privacy_policy). 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 SMS of Ping An Cloud and provide upgraded and more considerate services. 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: 5.2.1 As required by relevant laws and regulations, or the legitimate service procedures of Ping An Cloud; 5.2.2 For upholding the rights of the User and/or the public under emergency circumstances; 5.2.3 For safeguarding the trademark, patent, or any other legitimate rights and interests of Ping An Cloud; 5.2.4 Other cases in which personal information is required to be publicized, edited, or disclosed by law. 5.3 You authorize Ping An Cloud to utilize your personal information in the following cases (including but not limited to): 5.3.1 Ping An Cloud may share Users’ 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; 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 agrees to undertake the same responsibilities of privacy protection as Ping An Cloud. 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. 5.3.4 To improve the products and services of Ping An Cloud to better meet Users’ demands. 5.3.5 Required by the existing laws and regulations of China. 5.3.6 Requested by relevant administrative and judicial authorities under special circumstances. 5.3.7 Users permit Ping An Cloud to provide their personal information for a third party. 5.3.8 Ping An Cloud submits Users’ personal information for addressing reported incidents and initiating proceedings. 5.3.9 Ping An Cloud submits Users’ personal information as part of the necessary and reasonable actions to prevent serious unlawful activities or suspected offenses. 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’ software and hardware information pertinent to their smart terminal devices (including smart phones, 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’ smart phone IMEI numbers, User names, operating systems, IP addresses, cookie data, and information of GPS and other location services and pages visited by Users. 5.5 Ping An Cloud only takes 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 security of such information. 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. 5.7 Authorization of Information 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'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, recommending products, and conducting market surveys and data analysis by Ping An Cloud, its affiliates, and necessary partners entrusted for the provision of services; 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; 5.7.3 Ping An Cloud and its partners shall assume the obligation of confidentiality for the aforementioned information, and take measures to ensure the security of such information; 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 the validity of the Agreement; 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 custom service hotline (4001518800.) 6. Liabilities for Breach of Contract, Liquidated Damages and Limitation of Liability 6.1 Both Party A and B hereto shall strictly fulfill their responsibilities under the Agreement Any violation of provisions contained herein shall constitute a breach of the Agreement, and the breaching party shall be responsible for breach of Agreement according to law. 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 legal cost and lawyers’ fee) incurred by or related to the breach of the Agreement. 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: (1) Party A fails to use the platform in accordance with the provisions contained herein; (2) Issues caused by plug-ins, products, systems or third-party software of Party A, and by incompatibility with network transaction platforms; (3) Hardware or network faults not caused by Party B; (4) Party B needs to suspend the Service for a short time during the server configuration or maintenance; (5) Speed decrease in website access, and running of applications or services, caused by the blocking of Internet access; (6) Other issues not caused by Party B. 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; (1) Profit losses; (2) Losses of expected income; (3) Losses of business opportunities; (4) Losses of goodwill. 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 SMS (even in cases where you have been informed of the possibility of the said losses). 6.5 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’s liabilities are only limited to compensation for the direct actual damages. 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. 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. 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 maximize its 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 which is unavoidable given the technologies of the industry at the given time shall not be considered a breach of the Agreement by Party B, and both parties shall work together to solve the relevant issues in a friendly manner. 7. Disclaimer 7.1 Ping An Cloud does not guarantee the following matters (including but not limited to): 7.1.1 Ping An Cloud service meets the demands of all users. 7.1.2 Ping An Cloud Service is always free from disturbance, being safe, reliable or error-free and provided timely. 7.1.3 You shall assume all the risks associated with data obtained via Ping An Cloud; you shall be completely liable for damages to Users’ computer systems or data losses due to the utilization of the Service; 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. 7.3 You shall agree to authorize Ping An Cloud to disclose fraud, distribution, or sales of fake or inferior commodities, infringement on others' legitimate rights and interests, or other severe violations of Ping An Cloud rules in your utilization of SMS, log out your Ping An Cloud accounts, prohibit you from logging in any Ping An Cloud websites, and terminate all website services previously provided for you. 7.4 In your utilization of the Service, the content of the Agreement, prompts on the web pages regarding transaction processes, or messages (short messages, phone calls, etc.) sent by Ping An Cloud to your phones 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 modify the rules without seeking your consent in advance, and the rules on using the Service shall be subject to web page prompts (or short messages 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. 7.5 Ping An Cloud may notify you of the progress of your service or prompt the next step of process via email (or short messages sent to your phones, phone call, etc.), but does not guarantee that Users can receive or promptly receive such email (or short messages, phone call, etc.), nor assume any responsibility for any consequence. You are, therefore, advised to log on to 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. 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. 7.7 System suspension or failure Ping An Cloud shall not assume the compensation liability for system failures which make you unable to use online services in the following cases, including but not limited to: 7.7.1 SMS is shut down for maintenance. 7.7.2 Failure of telecommunication equipment prevents data transmission. 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. 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. 7.7.5 Other faults not caused by Ping An Cloud or other cases beyond the control or reasonable predict of Ping An Cloud. 7.8 Partners of the Service shall be responsible for the quality and content of the services they provide. 7.9 When permitted by the laws, 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 and 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. 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. 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 on a regular or irregular basis. Ping An Cloud shall bear no responsibility for the suspension or discontinuance of related services within a reasonable period of time in the aforesaid cases. 7.12 You shall acknowledge and agree: SMS is provided based on the existing technologies and conditions. Ping An Cloud shall maximize its 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, data leakage or theft, and other losses and risks caused by force majeure, viruses, Trojans, hacker attacks, system instability, flaws in third-party services, and government actions. Therefore, you shall agree that flaws that are inevitable given the technologies of the time shall not constitute breach of the Agreement by Ping An Cloud, and Ping An Cloud shall not be responsible for such damages including data and information losses. 7.13 You shall 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. 7.14 You shall acknowledge and agree that Ping An Cloud is not responsible for damages caused by your usage of pirate software, system or data in your utilization of SMS. Ping An Cloud shall reserve the rights to claim for its damages caused by your actions. 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.) 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. 8. Intellectual Property 8.1 With the exception of products or services provided by third parties, all contents 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. 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. 8.3 Both parties shall respect the intellectual property rights of the other 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 responsible for the damages. 8.4 In the event that any third party claims that Party A’s acquisition or utilization of software and services (or any part thereof) in accordance with the Agreement infringes the third party’s intellectual property, and brings a claim or lawsuit against Party A ("Claim"), Party B hereby undertakes to pay for the costs incurred during the defenses, or chooses to reach a settlement with the third party. As a result, Party B shall be responsible for the reasonable damages, losses, costs (including legal fees) and fees incurred or imposed on Party A caused by or in relation to the aforesaid claim. However, if the said claim is caused by Party A's failure to acquire or use the software or services (or any part of them) in accordance with the Agreement, or by Party A'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. 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: 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; 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; 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 defense according to the reasonable requirements of Party B. 9. Notices and Delivery 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. 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. 9.3 Ping An Cloud may send you business notices such as service prompts and validation messages as well as marketing ads at irregular intervals in one or more forms such as website announcements, emails, short messages, on-site private messages, and instant messengers. 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. 10. Term of the Agreement 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. 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. 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. 10.4 The expiration or termination of the Agreement shall not affect the rights and obligations incurred before the expiration or termination. 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: 10.4.1 The utilization or registration of products or services by Party A or "ultimate Users" involves: (1) Security risks for the products or services or any third party; (2) Potential adverse impacts on the products, services, or the systems, products or services of any other Ping An Cloud customers; (3) Potential liabilities incurred on Ping An Cloud, its affiliates, or any third party; (4) Potential fraud. 10.4.2 Party A or any "ultimate User" violates the Agreement, including Party A’s delay in performing its payment obligation; 10.4.3 The two parties agree to terminate the Agreement. 10.5 If Party A or any "ultimate User" severely violates the Agreement, Party B shall be entitled to terminate the Service in advance, and the expenses for the services unused (if any) by Party A shall be owned by Party B as liquidated damages. 10.6 Unless otherwise stipulated by law or otherwise agreed by both parties, Party B shall continue to store Party A’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. 11. Miscellaneous 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 the website of Ping An Cloud. 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. 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 currency. 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, short messages and other forms. Such notices shall be deemed to have been received by the recipients on the date of the delivery. 11.4 The Agreement shall be signed in Futian District, Shenzhen, Guangdong Province. 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’s Republic of China. 11.5 Any controversy, dispute, divergence or claim caused by or related to the Agreement including existence, effect, explanation, execution, violation or termination of the Agreement, or any non-agreement dispute aroused by or related to the Agreement shall be submitted to Shenzhen Court of International Arbitration (Shenzhen Arbitration Commission) for arbitration and finally adjudicated in accordance with the effective arbitration rules at the time when submitting the arbitration notice. The said arbitration provision shall be governed by the laws of the People’s Republic of China. The arbitration shall take place in Shenzhen. The arbitration tribunal is composed of three arbitrators. Either Party shall appoint an arbitrator. The chief arbitration shall be selected by both parties. The arbitration shall be conducted in Chinese. 11.6 The Agreement constitutes 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. 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. 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. 12. Anti-Commercial Bribery 12.1 Both parties hereto shall be aware of and willing to strictly adhere to laws and regulations of the People’s Republic of China against commercial bribery. Both parties shall know that all forms of bribery or corruption and dereliction of duty shall constitute a violation of the law and subject to severe punishment. 12.2 Neither party shall claim or accept, offer or give any benefits other than those agreed herein from the other party or the persons in charge of the other party 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’s practice, they shall be expressly stated in the Agreement. 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 are in violation of the party's company system, and shall be punished in accordance with the company system of the party and national laws. 12.4 Both parties shall oppose any actions described in Article 12.2 between the other party or the persons in charge of the other party and any third party for the purpose of implementing the Agreement. Such actions are in violation of national laws and shall be punished according to national laws. 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. 12.6 "Other persons involved" 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. 13. Confidentiality 13.1 Obligation of Confidentiality 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 aforesaid information at least with the prudent standards of Ping An for the protection of its own proprietary, secret or confidential information. 13.1.2 The recipient agrees that (1) the recipient, (2) its affiliates, and (3) their representatives will never directly or indirectly apply, adopt, utilize or exploit the confidential information in any other ways for any purpose without explicitly prior written consent of the disclosing party. 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. 13.2 Exemption of the Obligation of Confidentiality 13.2.1 The confidentiality obligation provided under the Agreement shall not apply to the following information: (1) Information legitimately possessed by the recipient or its representatives before the disclosure; (2) Information which is or becomes available to the public not due to unauthorized disclosure hereunder or violations provided herein; (3) Information independently developed by the recipient (excluding information based on confidential information); (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. 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) ("government authorities".) However, prior to making such disclosure, the recipient shall: (1) Notify the disclosing party that it has received such requests or orders, and their conditions or circumstances; (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; (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. The "affiliates" 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 "control" 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 Agreement 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. 13.3 Ownership 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 endeavors 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. 13.4 Return of Confidential Information 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 aforementioned requests within seven (7) days after receiving them. 13.5 Term of Confidentiality 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. 13.6 Liabilities for Violating Confidentiality Obligation The recipient shall agree that violations of the provisions herein shall assume the liabilities below: Indemnify the disclosing party against any loss, including but not limited to the disclosing party’s actual loss, reputation loss, attorney fees, fees for legal consultation, and litigation costs. 14. Anti-Marketing Fraud Both parties shall be aware of and willing to strictly adhere to the relevant laws of the People’s Republic of China on contracts, advertising and intellectual property, such as the Copyright Law, the Trademark Law, the Patent Law, and the Anti-Unfair Competition Law of the PRC. 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’s trademark, brand, company name, etc. for its promotion, which is otherwise not allowed. Both parties hereby undertake to actively response to each other’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 names, 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. In the event of any inconsistency existing between the Chinese and English versions of the Agreement, the Chinese version shall prevail.

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