UCloud-Global Services Agreement

Last Updated: November 1st 2023

1. Terms of Services

Welcome, and thank you for your interest in the online services collectively known as UCloud Cloud Computing Platform（Global）Services, along with any related websites, networks, applications, software and other services and related documentation provided by UCloud-Global (collectively, the “Services”). These Terms of Service are a legally binding contract between you and UCloud-Global regarding your use of the Services. For the purposes of these Terms of Service, “UCloud-Global,” “we,” “our,” and “us*” refer to UCLOUD INFORMATION TECHNOLOGY(HK) LIMITED as the applicable contracting entity. "you" and "user" refer to any individual that uses and/or accesses UCloud-Global Services.

Clause headings are for ease of reference only.

In these Terms unless the context otherwise requires:

words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa;
the expression "these Terms" or any similar expression shall mean this present and any supplemental written deed thereto as may be in force from time to time or any time;
the words "hereof", "herein", "hereon", and "hereunder" and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular provision of these Terms;
references to "Clauses" are, unless otherwise stated, to Clauses to these Terms;
the term "directly or indirectly" means directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and "direct or indirect" shall have correlative meanings;
reference to any legislation or law or to any provision thereof shall include references to any such legislation or law as it may, after the Commencement Date, from time to time, be amended, supplemented or re-enacted;
reference to the word "include" or "including" shall be construed without limitation;
terms defined in these Terms shall include their correlative terms;
the parties acknowledge that they and their respective counsel have read and understood the terms of these Terms and have participated equally in the negotiation and drafting. Accordingly, no court or arbitrator construing these Terms shall construe it more stringently against one party than against the other.

2. Purpose of the Agreement

This Services Agreement, Privacy Policy , and other policies published or made available through or in connection with the Service (collectively, "this Agreement") constitute the terms and conditions applicable to you for your use of, and access to, the Services.

Through this Agreement, you will know how UCloud-Global provides the Service to you, what activities are permitted or not permitted on or in connection with the Services, how to deal with the issues, how to contact us, and other important information.

3. Acceptance of the Agreement

Please read this Agreement carefully. You acknowledge and agree that by creating and using a UCloud-Global account, you are entering into a legally binding agreement with us, and you agree to all the terms of this Agreement. If you do not accept any of its terms or opt not to agree to this Agreement, you must not access or use the Services. If you have any questions or do not understand the terms of this Agreement or other policies and information provided through your UCloud-Global account, please contact us.

4. Eligibility for Use

You must be at least 16 years old, or above the age of majority for the legal jurisdiction to use the Services. By agreeing to this Agreement, you declare and warrant to us that: (a) you are at least 16 years old, or above the age of majority for the legal jurisdiction; (b) you have not been previously suspended or removed from the Services; (c) your registration and use of the Services comply with all applicable laws and regulations. If you are an entity, organization, or company, you accept these terms on behalf of the individual and warrant that they have the authority to bind you to these terms, and you agree to be bound by this Agreement.

You understand and agree that you will complete the real-name authentication of your UCloud-Global account for the purpose of the security of your account and transactions when required by UCloud-Global at any time; further more, if you need to use some specific Services, you may be required to provide more identity information for identity authentication or qualification verification and you can use these Services only after the verification is successful.

You ensure that all the account information you provided is true, accurate, and valid, and ensure that UCloud-Global can contact you through your contact information. Please let us know as soon as possible if your account information changes. If the information you fill in is untrue, untimely, incomplete or inaccurate, you may not be able to use the account (register unsuccessfully, or the account will be frozen or canceled), or you shall bear any loss and/or liabilities resulting from the problems caused by the account information fail to meet the requirement in the process of accepting the Services.

If you have already created a UCloud-Global account, you agree that you will:

a) Unconditionally and irrevocably guarantee to perform all obligations under this Agreement in accordance with its terms;

b) Unconditionally and irrevocably indemnify UCloud-Global for any loss, cost, expense, damage, claim, or liability incurred or suffered by UCloud-Global due to your failure to fulfill your obligations under this Agreement or your failure to comply with any or all of the terms of this Agreement.

You further agree that, in the event of the above circumstances occur, your obligations as guarantor and as indemnitor are those of a primary obligor, and that they exist irrespective of any total or partial invalidity or unenforceability of the Agreement.

You also agree that your liabilities as guarantor and indemnitor shall not affected and/or waived by the following: (a) termination, alteration, variation, assignment, novation, or subcontracting of by us of all or any rights and/or obligations in this Agreement; (b) waiver of rights or grant of time by UCloud-Global under this Agreement; (c) claims or enforcement of payments by UCloud-Global; (d) collaboration with any third party; (e) actions or inactions that may affect and/or exempt (whether in whole or in part) your obligations under this Agreement; (f) your inability to pay debts in due time; (g) any representation made to you by UCloud-Global with respect to the discharge of your obligations under the Agreement whether wholly or partly, or any representation made to you with regard to compromise in respect of any of your liabilities, whether wholly or partly

5. Access to the Services

Your UCloud-Global account is the sole user account for your accessing the Services. The Services and related functions may vary you can access depend on your device model, device type (such as mobile, tablet, and smart screen), and/or the country/region .

When you access the Services, you must also accept the agreements and terms associated with those services. Once you use your UCloud-Global account to access any UCloud-Global Services, you will be automatically logged in with that account when using all other UCloud-Global Services. Similarly, if you log out of your UCloud-Global account in any UCloud-Global service, you will also be automatically logged out of all other UCloud-Global services enabled on your device.

You are responsible for making all arrangements necessary for you to access your UCloud-Global account, including providing your own compatible devices, consoles or platforms, network connections, and payment methods (if applicable). You should also ensure that all users accessing your UCloud-Global account through your compatible devices, consoles or platforms, and network connections are aware of this Agreement and that they fully comply with these terms at all times.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use your UCloud-Global account in accordance with this Agreement.

6. Account Security

You should keep your UCloud-Global account username and password secret and confidential, and you must not share such information with anyone. We recommend that you choose a high-security password and keep it secure. You are responsible for keeping your password safe and shall bear any losses or liabilities resulting from providing your UCloud-Global account details to a third party.

If you suspect that someone may be using your UCloud-Global account or related login information, you should let us know immediately by sending an email to notice@ucloud-global.com. You should also promptly change your password. You must not use someone else's UCloud-Global account to access UCloud-Global services. You should take appropriate measures to protect your UCloud-Global account information, bank card or credit card information, computers, phones, other mobile devices, and SIM card information to prevent unauthorized use by third parties.

You agree that your UCloud-Global account is not transferable, assignable, saleable, rentable, lendable, mortgaged, pledged, or collateralized in any way. You shall bear full responsibility for any loss or liability arising from any of the aforementioned circumstances, and in such cases, you further agree to indemnify and protect UCloud-Global from the impact of third-party claims.

You understand that, in order to ensure the security of your account, prevent fraud, protect other UCloud-Global users, and manage account-related disputes, UCloud-Global reserves the right, at its sole discretion, to suspend your account services as long as it sees fit, or permanently cancel your account without compensation or refund.

You understand that, UCloud-Global may freeze or delete your UCloud-Global account to protect the interests of account owners and resolve account disputes between users.

7. Usage Rules of Services

You promise and agree to access and use the Services in a lawful and ethical manner, and in accordance with this Agreement.

You understand and agree that you shall not use the Services to transmit any information or engage in any activities that is dishonest, defamatory, infringing, tortious, harmful, obscene, offensive, , harassing, bullying, scandalous, hateful, inciting, threatening, illegal, blasphemous, obscene, invasive of privacy, or otherwise objectionable, including but not limited to promoting illegal activities, explicit descriptions, advocating violence, and any discriminatory, illegal, or information or behavior that may cause or could potentially cause personal or property loss or harm, and may result in civil or criminal liability under applicable law (including any information you are not authorized to publish or transmit or any such publication or transmission that breaches any confidentiality obligations and/or third-party intellectual property rights).

Unless expressly provided in this Agreement or permitted by applicable law, you agree and commit not to engage in any of the following activities:

a) Remove any copyright, trademark, or other proprietary notices contained within the Services, or claim them as your own, or transfer them to others.

b) Copy or modify all or part of the Services, or allow the Services or any part thereof to be merged or incorporated into any other program.

c) Unauthorized access or attempt to access or damage any part of the Services or related systems or networks.

d) Submit or otherwise make available all or part of the content of the Services (including objects and source code) to anyone in any form without our prior written permission.

e) Decompile, decode, or reverse-engineer the Services or any part thereof, create derivative works based on the Services or any part thereof, or attempt to engage in activities prohibited by applicable law.

f) Distribute, license, rent, sell, resell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise use the Services.

g) Impersonate others, pretend or otherwise misrepresent your relationship with someone or some entity.

h) Use the Services (or any part thereof) for unlawful purposes, or in violation of this Agreement, or engage in any fraudulent or malicious activity, including but not limited to intruding into the Services (or the URLs linked to the Services) or any operating system or embedding malicious code, including viruses or harmful data.

i) Infringe our or any third party's intellectual property rights when accessing and/or using the Services.

j) Collect user information of the Services or use automated means (such as web scraping software) to access the Services or our systems, or attempt to enter any content into or extract any content from the servers running the Services through deciphering.

k) Develop, support, or use software, devices, scripts, robots, or any other means or processes (including web crawlers, browser plugins, or any other technology or manual operation) to scrape the Services or copy user information and other data from the Services.

l) Use the Services for commercial purposes without our prior written permission.

m) Engage in any illegal commercial transactions, such as selling arms, drugs, illegal items, pirated software, or other prohibited goods.

n) Engage in money laundering, cash-out, or pyramid scheme activities.

o) Provide gambling information or use any means to induce others to gamble.

p) Request login information from others or access others' accounts.

q) Violate this Agreement (or any part thereof) or instigate or incite such behavior.

r) Damage, disable, weaken, or endanger the Services, UCloud-Global systems, or their security, or overload them, disrupt other users' or any other parties' computer systems, intrude or access the Services or our content (as defined below) or data without authorization.

You agree that any violation of its obligations under Clause 7 above, or any use of the Services in breach of these Terms or the Documentation by users that in our judgment imminently threatens the security, integrity or availability of the Services, may result in removal or modification of user data, or immediate suspension or termination of the Services without any liability to the user. UCloud-Global will use commercially reasonable efforts under the circumstances to provide you with an opportunity to remedy such violation or threat prior to any such removal, modification, suspension or termination.

You agree that it will immediately notify UCloud-Global in the event that it becomes aware of any breach of Clause 7 or misuse of the Services, and will provide UCloud-Global with reasonable assistance to remedy such breach or misuse.

UCloud-Global may also report any activity that it suspects to be in violation of any applicable law to relevant law enforcement or governmental authorities or third parties. Such reports may include the disclosure of appropriate customer information. UCloud-Global may also cooperate with relevant law enforcement or governmental authorities to assist with their investigation and prosecution of illegal conduct in relation to the Services.

8.Fees And Payment

Unless otherwise specified, all amounts paid or payable to UCloud-Global shall be paid in the currency noted on your UCloud-Global account. Should the user elect to use any other currency as a means of payment, the Customer shall bear all bank charges, currency conversion fees and other applicable charges.

If any amount owed to UCloud-Global is not received by UCloud-Global before the due date, then without limiting our rights or remedies:

those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;

UCloud-Global would be entitled to suspend provision of the Services until such amounts are paid in full; and

upon payment being in arrears for more than 7 Days, UCloud-Global shall be entitled to permanently remove any user data stored or uploaded by the user to the Services.

9. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS ON USE

The Services and any information (in any form including without limitation text, graphics, video, and audio), images, icons, apps, designs, software, scripts, programs, copyrights, trademarks, trade names, logos, and other materials （collectively referred to as "Our Property "）available on or through UCloud-Global account are either owned by or have been duly licensed to UCloud-Global for resale and distribution. Subject to the limited rights expressly granted hereunder, UCloud-Global and its licensors (as the case may be) reserve all of their right, title and interest in and to Our Property, including all of their related intellectual property rights. No rights are granted to the user hereunder other than as expressly set forth herein.

You shall grant to UCloud-Global a worldwide, non-exclusive right to use, copy, store, transmit, display, modify and create derivative works of User Data to the extent required by UCloud-Global to provide, manage and improve the Services and related services, as well as to provide support to users.

You may not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within Our Property. The products referenced in any Services or in any Documentation are owned by UCloud-Global and/or its affiliated companies and may be registered in certain jurisdictions. You acquire no rights of any kind in or to any trademark, trade name, logo or product designation under which the Services were or are marketed and you may not make any use of the same for any reason; If you want to re-publish, extract, reproduce, disseminate, or otherwise use any of Our Property, you must contact us in advance and obtain our prior written consent except if otherwise expressly provided in this Agreement. This is without prejudice to any rights you may have under applicable mandatory laws.

If you believe that Our Property or any part of the Services infringes any copyright, trademark, patent, trade secret, or other intellectual property, or if you have any other concerns about your UCloud-Global account, please notify us at notice@ucloud-global.com.

10. Control of the Services

You understand and agree that we have the right to take necessary measures at any time for the purpose of operating and improving the Services, ensuring your compliance with this Agreement and applicable laws, or complying with court orders, government orders, or requests from government agencies, without further notice. These measures include but not limited to fraud prevention, risk assessment, investigation, and customer support.

11. Communication at Your Own Risk

We may communicate with you about the Services through electronic communication channels using the information you provided when creating or updating your UCloud-Global account. You agree that we may communicate with you about this Agreement and matters related to accessing and using your UCloud-Global account through electronic communication channels. Email and other methods of transmitting information over the Internet are subject to third-party intervention or monitoring and should be independently verified. We cannot guarantee the security and confidentiality of such communications, and all risks of such communications shall be borne by yourself.

12. Privacy and Data Collection

In order to provide you with more secure services and help ensure the security of your transactions, we will collect and process your information and technical data in accordance with our Privacy Policy.

13. Disclaimer

The Services are only for your own use and you must not provide the Services to any third party. You agree that we and our affiliates, officers, directors, employees, contractors, agents, third-party payment service providers, partners, licensors, and distributors (collectively referred to as "UCloud-Global Parties") shall not be liable for any losses resulting from unauthorized use of the Services.

The Services may be interrupted, delayed, or interfered with during use due to uncontrollable reasons or at unknown times. Although UCloud-Global Parties will make efforts to restore the service promptly, they shall not be liable for any claims arising from or related to the aforementioned interruptions, delays, interference, or similar malfunctions.

To the maximum extent permitted by applicable law in your jurisdiction, UCloud-Global Parties shall not be liable for any liability, loss, damage, or compensation to you or any other person due to the inability to access or use the Services for the following reasons:

a) Any suspension or termination of the Services by us to enable maintenance work or updates to the system, hardware or software to be carried out;

b) Any delay or failure in system or network communication that is not owned or controlled by us;

c) Any suspension, cancellation, or termination of contracts or other agreements between us and any third-party payment service provider that affects the Services;

d) Any errors or interruptions caused by security impacts such as hacking attacks or similar security breaches; or

e) Any other event or occurrence beyond our reasonable control.

The Services are provided on "as is" and "as available," basis without any kind of warranty or endorsement . To the maximum extent permitted by applicable law in your jurisdiction, UCloud-Global Parties do not acknowledge any express or implied warranties, conditions, or other agreements, and make no guarantees, promises, statements, or warranties in the following areas:

a) The completeness, accuracy, reliability, or timeliness of any content made available on or through the Services;

The reliability, quality, or accuracy of specific functions of the Services, and any information obtained by you as a result of your use or access of the Services

c) The Services or the servers which are hosted on are free from defects, errors, viruses, vulnerabilities, or other harmful elements;

d) Any defects in the operation or functionality of the Services will be corrected;

e) The security or error-free nature of the Services; and

f) The Services” reliability, quality, accuracy, availability, or ability to meet your needs, provide certain outputs, or achieve certain results or outcomes.

UCloud-Global Parties are not be liable for any loss or damage (whether caused in whole or in part by the aforementioned reasons) resulting from your reliance on, use, or interpretation of the Services in any way, or from your (or anyone else's) access and/or use of information obtained through the Services.

The laws of some countries do not allow liability in relation to certain warranties, undertakings, representations, or guarantees to be excluded or limited by a contract. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights. Nothing in this Agreement affects the legal rights that you are legally entitled to as a consumer, or which you cannot contractually agree to alter or waive.

14. Limitation of Liability

To the maximum extent permitted by applicable law in your jurisdiction, you assume the risks associated with accessing and using the Services. UCloud-Global Parties expressly exclude liability, loss, or damage caused by you or any other person in the following circumstances, whether in contract, tort (including negligence), or any other basis, for any of the following:

a) Loss of profits, income, revenue, data, or goodwill; and

b) Special, indirect, or consequential loss or damage.

The limitation of liability and exclusion clauses in this Agreement will apply whether or not we have been advised of or should have been aware of the possibility of any losses occurring.

If you are dissatisfied with any aspect of the Services at any time, your sole remedy is to stop accessing and using the Services. To the maximum extent permitted by applicable law in your jurisdiction, and without prejudice to the above limitations, UCloud-Global Parties' cumulative liability for any claims, lawsuits, liabilities, obligations, damages, losses, and costs to you or any other person, whether based on contract, tort (including negligence), or any other basis, shall not exceed your service fees for the nearly month. You acknowledge and agree that the disclaimers and limitations of liability in this Agreement are fair and reasonable.

Nothing in this Agreement affects the legal rights that you are legally entitled to as a consumer, or which you cannot contractually agree to alter or waive.

15. Indemnification

You will defend, indemnify, and hold harmless UCloud-Global Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third part claim concerning your and/or your End Users:

a) use of the Services;

b) breach of this Agreement;

c) breach of any applicable laws;

d) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third part rights in respect of the Services or by the use, development, design, production advertising or marketing of the Services; and/or

e) disputes against each other.

UCloud-Global will promptly notify you of any claim subject to the above, but UCloud-Global’s failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. UCloud-Global reserves the right to assume control of the defense and settlement of the claim at any time.

You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the UCloud-Global Parties in the defense of any such claim or demand. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

16. Termination by You

You can terminate your account by going to the account settings, deleting your account, or by ceasing the use of the Services.

Terminating the UCloud-Global account will permanently delete all data stored in your UCloud-Global account.

Once you terminate your UCloud-Global account, UCloud-Global will immediately and permanently delete all data, files, and other stored content under that account, except as otherwise required by applicable law.

17. Termination or Suspension by Us

We may temporarily or permanently suspend, cancel, or limit your access to the UCloud-Global account at any time in accordance with applicable law, without any liability to any individual or third party. We will make reasonable efforts to notify you before taking such action. However, we may immediately, permanently, or temporarily restrict, cancel, or terminate your access to the UCloud-Global account without prior notice if the following circumstances occur:

a) If you violate or if we believe you are about to violate this Agreement, including any agreements, policies, or guidelines contained within it;

b) If you or anyone acting on your behalf engages in fraudulent or illegal activities, or provides us with any false or misleading information;

c) Responding to requests from law enforcement or other government agencies in accordance with valid legal procedures;

d) In case of urgent maintenance work or urgent updates to systems or hardware; or

e) Due to planned or unforeseen technical, security, or business reasons.

Once a user's use or access to the UCloud-Global account is suspended, terminated, or canceled by us, the user will not be able to create a UCloud-Global account again without our prior written permission.

The expiration or termination of this Agreement does not affect the conditions explicitly specified in this Agreement that can still be operated or remain effective after its expiration or termination, nor does it affect any accrued rights or obligations or any rights or obligations that should continue to be valid after this Agreement expires or is terminated.

Any terms in this Agreement that are expressly or by their nature intended to remain in effect after the termination of the Agreement will continue to be in full force and effect after the termination of this Agreement until those terms are satisfied or by their nature should expire.

18. Revisions to This Agreement

We are constantly updating, innovating, changing, and improve our services. We may add or remove features or functionalities , create new limits to the UCloud-Global account, or temporarily or permanently suspend or stop the Services. We can revise this Agreement at any time and publish specific terms, codes of conduct, or guidelines that govern a particular part, parts or all of the Services.

If the revisions to the UCloud-Global account or this Agreement would significantly affect our users or severely limit access to or use of the UCloud-Global account or the Services, we will notify you within a reasonable period before the changes. However, if the revisions to this Agreement or the UCloud-Global account do not significantly affect our users or seriously limit access to or use of the UCloud-Global Account, we may not notify you in advance. For revisions made to the UCloud-Global account or this Agreement to meet technical, security, legal, or regulatory requirements, we may not be able to meet the advance notice time requirements, but we will notify you as soon as possible.

The latest version of this Agreement will be posted in the UCloud-Global Platform. You should check the latest version regularly, as only the latest version is applicable.

If you continue to use the UCloud-Global account or our Services after the revisions take effect, it will be considered as your acceptance of the latest revisions. If you disagree with such revisions, you should immediately stop using the UCloud-Global account to terminate your contractual relationship with us. Any revisions, changes, or modifications you make to this Agreement do not legally bind us.

19. General Terms

UCloud-Global account or third parties may provide links to other websites or resources. You understand and agree that we are not responsible for the availability of such external websites or resources and do not endorse or assume responsibility for any content, advertising, products, or other materials available on or from these websites or resources. You further understand and agree that UCloud-Global shall not be responsible directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

The disclaimers, limitations of liability, releases, and indemnities contained in this Agreement will survive the termination of this Agreement indefinitely.

Nothing in this Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between you and us. Neither party will have the authority to incur obligations or liabilities on behalf of the other party or to otherwise act on the other party's behalf.

We may assign, subcontract, or otherwise transfer our rights and/or obligations under this Agreement. You agree to promptly execute any and all documents required to carry out the services for this purpose.

We will not be liable for any failure or delay in performing our obligations under this Agreement due to events beyond our reasonable control.

You may not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent. Any unauthorized assignment or transfer will be deemed unenforceable and void.

If you breach any terms of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the terms (and remaining part of the term) will continue to be valid and effective.

This Agreement represents the entire understanding between both parties regarding the service and you understand that you have not relied on any statement, warranty, or representation that is not included in this Agreement.

20. Governing Law and Jurisdiction

The formation, interpretation, and operation of this Agreement and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Hong Kong. Except as otherwise provided by applicable laws, you and we agree that the courts of Hong Kong have exclusive jurisdiction to hear and determine any disputes, claims, actions, or proceedings that may arise out of or in connection with this Agreement. However, this does not prevent us from instituting proceedings outside of Hong Kong.

21. Contact Us

If you have any questions regarding this Agreement, please contact us via Email: notice@ucloud-global.com.