Terms of Service

Welcome, and thank you for your interest in the online services. These Terms of Service are a legally binding contract between you and Shumei regarding your use of the Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING the then-current additional terms applicable to the Services posted online here, including the Privacy Policy (collectively, “Additional Terms,” and together with these Terms of Service, the “Terms”). Please see our Privacy Policy for further information regarding our use of your personal information submitted to or via the Services. If you are not eligible, or do not agree to the Terms, then you do not have Shumei’s permission to use the Services. YOUR USE OF THE SERVICES, AND SHUMEI’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY SHUMEI AND BY YOU TO BE BOUND BY THESE TERMS.

1. THE SERVICES.

The Services include: (a) the documentation for the Services (as may be updated from time to time) in the form generally made available by Shumei to its customers for use with the Services; (b) the APIs and Software provided by Shumei in connection with the Services; and (c) any additional services purchased by you.

2. ELIGIBILITY.

You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. USE OF SERVICES

(a) Accounts and Registration. When you register for a user account (“Account”), you may be required to provide us with some information, such as your name, postal address, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. We may deny you the right to create an account.

(b) End Users Access and License. Any entities or individuals that access the Services under your Account or an Application are referred to in these Terms as “End Users.” You and your authorized End Users may access and use the purchased Services in accordance with these Terms during the Term. If you become aware of any unauthorized use of your Account or the password for your Account, you will notify Shumei as promptly as possible. If you are an entity, organization, or company, you will permit only your employees and contractors to access the Services through your Account. You are responsible for safeguarding any and all Account details and access credentials. Any breach of these Terms or any use of your Account by anyone to whom you disclose your username or password will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us. Shumei may provide downloadable tools, software development kits, sample code, APIs,or other computer software in connection with the Services or with the use of your Account (“Software”). Subject to you and your authorized End Users’ compliance with these Terms, Shumei grants to you and your authorized End Users a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use Software in a manner not exceeding any applicable usage limitation or term, and within the applicable territory, and only in connection with the Services. To the extent that the Software comes with an end user license agreement, terms of service or other similar agreement governing the use of such Software, you will ensure that it will strictly comply with such agreement.

(c)Suspension of Services. If you become aware that any Application (including an End User’s use of an Application) or User Data violates these Terms, including the Additional Terms, you will immediately suspend the Application, remove the User Data, and suspend access by the End User, as applicable. If you fail to do so within twenty-four hours after Shumei sends notice of any violation, Shumei may suspend or disable the Application and disable your Account until that violation is corrected. In the event that Shumei determines that a violation could: (a) disrupt the Services; (b) disrupt use of the Services by a third party; (c) disrupt the Shumei network or servers used to provide the Services; or (d) allow unauthorized third party access to the Services, then Shumei or its Affiliates may immediately without prior notice to you, suspend your Account or the offending Application or End User account, to the minimum extent required to prevent or resolve that violation. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party, where “Control” means control of greater than fifty percent of the voting rights or equity interests of a party or by way of contract, management agreement, voting trust, or otherwise.

(d) Service Modifications. Shumei may discontinue or make any changes to the Services at any time. If Shumei discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, Shumei will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect, provided that you have subscribed to be informed about those changes. Shumei may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. Shumei may provide periodic updates to the Software or Services provided by Shumei from time to time (“Updates”). Shumei may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon your agreement to additional requirements.

(e) Security and Privacy. Shumei’s security and privacy practices are available in the Additional Terms. You shall configure and use the Services in a way that meets your security requirements.

4. FEES AND PAYMENTS

(a) You may, from time to time, be required to make payments to us as part of your use of the Services (“Fees”). You agree that you are solely responsible for payment of all Fees and all taxes associated with any such payments. All payments made by you shall be made free and clear of and without deduction for any tax. To the extent that you are required by applicable law to make such a deduction or withholding of tax, you shall provide us with an official tax receipt or other appropriate supporting documentation within 30 days after payment of the deduction or withholding tax and increase the amount paid to us to the extent necessary to ensure that we receive a sum equal to the amount we would have received had no such deduction or withholding been made.

(b) At the time you create an Account or otherwise sign up for Services you may be asked to provide a credit card, and thereafter may be able to link alternative means of payment to your Account (each a “Payment Method”). You agree that (subject to applicable laws and regulations): (i) you authorize us to: (1) save your chosen Payment Method's information (e.g., credit card information) on our systems or that of our payment processor; and (2) periodically bill your chosen Payment Method for Services consumed during the prior month or pursuant to an alternative payment structure we agree to; and (ii) if any payment made via your chosen Payment Method is rejected, denied, not received by us or returned unpaid for any reason: (1) we may suspend or terminate your access to the Services until your payment is properly processed; (2) charges will continue to be incurred and you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may charge you for such amounts); and (3) we may charge late fees up to the maximum amount permissible under law. We will provide you an invoice according to the services you have requested.

(c) Your card issuer may charge you an online handling fee or processing fee in connection with your payment of Fees. We are not responsible for this fee.

(d) We may change or introduce any charges for the Services at any time after prior notice by publication within the Services. Any new or changed charges will immediately apply to your use of the Services.

(e) If you and Shumei agree to other payment terms or Payment Methods in writing (including email), then those alternative provisions shall apply in the event of a conflict with this Section.

5. TECHNICAL SUPPORT AND SERVICE LEVELS

(a) SLAs. Shumei will provide any related Services in accordance with the relevant services level agreement (“SLA”), if any, set forth in the Additional Terms.

(b) Support for Services. Except to the extent required by applicable law with respect to consumers, Shumei is under no obligation to provide technical support or other services unless you have purchased support services. You acknowledge and agree that technical support or other services may require you to pay additional costs and other fees.

(c) Support for Applications. You are responsible for technical support of your Applications.

6. YOUR OBLIGATIONS

(a) Compliance. You are solely responsible for your Applications and User Data and for making sure your Applications and User Data comply with these Terms (including the Additional Terms). Shumei reserves the right to review all Applications to ensure your compliance with these Terms. You acknowledge and agree that you are responsible for all use of the Service by End Users, End Users’ access to Applications and User Data, activities under Accounts, and for otherwise ensuring that each End User complies with these Terms.

(b) Privacy. You will protect the privacy of your End Users in accordance with all applicable laws and regulations, including by communicating a legally adequate privacy notice to End Users. You may have the ability to access, monitor, use, or disclose User Data submitted by End Users through the Services. You will obtain and maintain any required consents from End Users to allow your access, monitoring, use, and disclosure of User Data.

(c) Restrictions. You will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such a restriction is expressly prohibited by applicable law, and where you are permitted by law to so reverse engineer, you will contact Shumei to obtain the desired information prior to such reverse engineering); (b) use the Services for the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage; (c) use the Services to benchmark the Services or in any manner that is competitive with the Services; (d) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; or (e) access the Services in a manner intended to avoid incurring Fees or otherwise avoiding usage limitations. To the extent you choose a Service Region that includes the United States, you will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (a) process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State; or (b) process or store any User Data that is subject to the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, or any regulations issued under it.

7. INTELLECTUAL PROPERTY RIGHTS AND USER DATA

(a) Intellectual Property Rights. All Intellectual Property Rights in and to the Services, as between you and Shumei, will be owned by Shumei and its licensors. Except as expressly set forth in these Terms and to the extent this can be done under applicable law, Shumei does not grant to you any licenses or other rights, implied or otherwise, in or to Shumei’s Intellectual Property Rights. “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.

(b) Confidential Information. “Shumei Confidential Information” means information that Shumei (or an Affiliate) discloses to you under these Terms, and that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. You will not disclose the Shumei Confidential Information except to those of your Affiliates, employees, and contractors who need to know the Shumei Confidential Information for the purposes of exercising your rights and performing your obligations under these Terms, and who have agreed in writing to confidentiality obligations that are at least as protective as these Terms. You will, and will take appropriate measures to ensure that your Affiliates, employees, and contractors: (a) take at least reasonable care to protect the confidentiality of the Shumei Confidential Information; and (b) do not use the Shumei Confidential Information for any purpose other than to exercise your rights and perform your obligations under these Terms. However, you may also disclose Shumei Confidential Information to the extent required by applicable laws, regulations, or government orders; provided that you use commercially reasonable efforts, if legally permitted, to: (i) promptly notify Shumei of those disclosure requirements before disclosing the Shumei Confidential Information; and (ii) provide to Shumei any information reasonably requested to assist Shumei in seeking a protective order or other confidential treatment for that Shumei Confidential Information.

(c) Feedback. If you provide Shumei or its Affiliates with any suggestions, ideas, comments, or other feedback about the Services (“Feedback”), Shumei and its Affiliates may use and otherwise exploit that Feedback without restriction and without obligation to you; provided, however, Shumei will not publicly disclose Feedback in a way that is identifiable to you

(d) User Data.

· (i) “User Data” means any data, information, media or other content submitted by you or your End Users to the Services, but excluding any data provided to Shumei or its Affiliates as part of your general Account.

· (ii) Shumei will access and process User Data only in connection with the provision of the Services and otherwise in accordance with these Terms and as described in our Privacy Policy. You hereby grant to Shumei a non-exclusive, sublicensable license to access, copy, and use User Data to provide the Services, and otherwise use in accordance with these Terms.

· (iii) You acknowledge and agree that Shumei may disclose User Data to third parties with or without notice to you: (i) to comply with applicable law or protect Shumei’s rights; or (ii) to comply with court orders, a lawful government or law enforcement request, or other legal process. Shumei may also block or remove User Data as required by applicable law, in which case Shumei will make reasonable commercial efforts to promptly notify you if legally permissible.

· (iv) You are solely responsible for maintaining and backing up User Data. You represent and warrant that: (i) you have all rights required to provide User Data to Shumei, for Shumei to use the User Data as provided for in these Terms and for you to use in connection with your use of the Services; and (ii) User Data, and your use of User Data through the Services does not violate any laws or rights of any person. You retain all Intellectual Property Rights in User Data.

8. TERM AND TERMINATION; SUSPENSION

(a) Term. These Terms will commence when you accept these Terms or first download, install, access, or use the Services and continue until terminated as set forth below (“Term”).

(b) Termination by Shumei. To the extent permitted under applicable law, Shumei may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Services or any aspect of the Services, immediately upon written notice to you if.

· (i) you violate any provision of these Terms

· (ii) you have not paid any Fees or other amounts owed by you to Shumei within 30 days after the applicable due date

· (iii) Shumei reasonably believes that you have violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with your use of the Services

· (iv) you enter into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with your creditors or are unable to pay your debts as they fall due; or

· (v) Shumei, at its sole discretion, terminates its provision of or access to the Services (1) in your jurisdiction or industry sector or field of business, or (2) for all of its users or customers

(c) Termination by you. You may terminate your account and these Terms at any time by following the instructions provided within the Services. Except as set forth in the EEA Consumer terms, if you terminate your account and these Terms, you are not entitled to a refund of any fees paid to Shumei.

(d) No Liability for Termination.Except as expressly required by law, if either party terminates these Terms in accordance with any of the provisions of these Terms, neither party will be liable to the other because of the termination, for expenditures or commitments made in connection with these Terms or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.

(e) Effect of Suspension. If Shumei suspends your access to any or all of the Services: (a) you remain responsible for all Fees accrued through the date of suspension (including where the charges were incurred before suspension date but performance of the relevant obligations were after the suspension date); (b) you remain responsible for any applicable charges for any part of the Services to which you have access; and (c) you will not be entitled to any service credits under any applicable Service Level Agreement for any period of suspension.

(f) Effects of Termination.

· ​(i) Upon termination of these Terms: (i) you will pay Shumei any Fees or other amounts owed under these Terms within 30 days of termination, (ii) you will delete the Software and remove from the Services any Application and User Data; and (iii) upon Shumei’s request, you will use commercially reasonable efforts to return or destroy all Shumei Confidential Information. Shumei has no obligation to make accessible to you any User Data after the termination of these Terms.

· ​(ii) In addition, the following provisions will survive any termination of these Terms: Sections 1, 4, 6, 7, 8(d), 8(e) , 8(f) , 9(a), 9(b), 10, and 11.

9. DISCLAIMER

(a) Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER SHUMEI NOR ANY OF ITS LICENSORS OR AFFILLIATES, PROVIDERS OR DISTRIBUTORS, MAKE, AND SHUMEI HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ITS LICENSORS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING ANY OTHER SOFTWARE OR SERVICES, OR ANY MEDIA OR OTHER CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE SERVICES, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:

· (i) THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES OR HARMFUL COMPONENTS;

· (ii) THAT USER DATA WILL NOT BE SUBJECT TO LOSS OR DAMAGE;

· (iii) THAT THE SERVICES OR SOFTWARE WILL BE COMPATIBLE WITH YOUR OR YOUR END USERS’ NETWORKS, SYSTEMS, APPLICATIONS, HARDWARE, OR DEVICES; OR

· (iv) THAT THE SERVICES WILL BE OF MERCHANTABLE QUALITY OR FIT FOR ANY PARTICULAR PURPOSE. THE SERVICES not ARE designed or intended FOR HIGH RISK ACTIVITIES.

(b) Sole and Exclusive Remedy. The parties acknowledge and agree that, regardless of anything to the contrary in these Terms, your sole and exclusive remedy for a breach of an SLA is the receipt of any applicable service credits as set forth and pursuant to the applicable SLA.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

(a) Cap on Liability. EXCEPT WITH RESPECT TO FEES PAYABLE BY YOU, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SHUMEI AND ITS AFFILIATES, ON THE ONE HAND, AND YOU ON THE OTHER, FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, THE SERVICES, AND THE SOFTWARE WILL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO SHUMEI UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THAT EVENT GIVING RISE TO THE LIABILITY FIRST OCCURRED.

(b) Disclaimer of Damages. EXCEPT WITH RESPECT TO FEES PAYABLE BY YOU,TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW NEITHER SHUMEI, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; OR (B) LOST PROFIT, REVENUE, CUSTOMERS OR OPPORTUNITIES;IN EACH CASE, RELATING TO THE SERVICES.

(c) Disclaimer of Certain Liabilities. If the Services are interrupted for any of the reasons set forth below, Shumei will promptly cooperate with the entities involved to resolve the applicable interruption, and to the extent permitted under applicable laws, Shumei disclaims liability for any loss to the extent caused by the following:

· (i) causes attributable to infrastructure operators, including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators.

​· (ii) your use of the Services in a manner not authorized by Shumei; improper operation by you or failures in your computer software, systems, hardware, or telecommunications lines.

​· (iii) any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, Shumei.

(d) Shumei Indemnification.

​· (i) Shumei will defend or, at its option, settle any third party claim, suit or proceeding (“Claim”) brought against you alleging that the use of the Services by you or your End Users in accordance with these Terms infringes a third party patent or copyright. Shumei will have sole control of the defense or settlement negotiations, and Shumei agrees to pay, subject to the limitations set forth in these Terms, any final judgment entered against you and any amounts agreed to in settlement by Shumei as a result of such infringement in any Claim defended by Shumei; provided that you provide Shumei with: (i) prompt written notice of the Claim; (ii) sole control over the defense and settlement of the Claim; and (iii) all reasonably requested information and assistance, at Shumei’s expense, to settle or defend the Claim

· (ii) In the event that any Claim is brought or, in Shumei’s opinion, likely to be brought, Shumei may, at its sole option and expense: (i) procure for you the right to continue to use the applicable Service; (ii) modify the Service, or replace the Service with non-infringing software or services that do not materially impair the functionality of the Service; or (iii) if neither of the foregoing is feasible on commercially reasonable terms, terminate these Terms and refund on a pro-rata basis any fees prepaid by you to Shumei for the applicable Service.

· (iii) Shumei will have no obligation to you under this Section 10(d) to the extent a Claim arises from: (i) your breach of these Terms; (ii) User Data; (iii) use of the Software or Services in combination with any products, services, data, software, hardware or business processes not provided by Shumei, if the alleged infringement is based on that combination; (iv) use of non-current or unsupported versions of the Services; (v) modifications to the Software or Services by anyone other than Shumei or its Affiliates; or (vi) liability arising from your or any End User’s use of the Services after Shumei has notified you to discontinue such use.

· (iv) THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SHUMEI, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES.

(e) Your Indemnification. You will defend or, at your option, settle any Claims brought against Shumei, its Affiliates, and each of their respective licensors, employees, officers and directors, to the extent they are based upon or arise out of: (a) any allegation that any Application or User Data infringes or misappropriates the Intellectual Property Rights of any third party; (b) your, or your End Users’, use of the Services in a way that would be a violation of the these Terms, including the Additional Terms; or (c) a dispute between you and an End User; provided that Shumei or its Affiliates may participate in the defense and settlement negotiations using counsel of their choice, at Shumei’s or its Affiliates’ expense, and any settlement requiring Shumei or its Affiliates or their employees or agents to admit liability, pay money, or take or refrain from taking any action will require Shumei’s or the Affiliate’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. You agree to pay any final judgment entered against Shumei or its Affiliates or their employees or agents, and any amounts you agree to in a settlement, as a result of those Claims. Shumei will provide you with: (a) prompt written notice of any Claims; and (b) any available information and assistance, at your expense, to settle or defend the Claim.

(f) Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN YOU AND SHUMEI. THIS ALLOCATION IS REFLECTED IN THE FEES CHARGED BY SHUMEI TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SHUMEI. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE LIMITED REMEDIES IN THESE TERMS HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11. EXPORT CONTROL

(a)Your Status. Neither you, nor any of your officers, directors, shareholders, agents or employees, are:

· (i) listed in any list of designated persons maintained by the United States (including, without limitation, the list of “Specially Designated Nationals” as maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets as maintained by Her Majesty’s Treasury), the European Union and any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions), or any other list of sanctioned persons maintained by an authority with jurisdiction over you (any person so listed being a “Restricted Person”);

· (ii) organized in, operating from or resident in a country or territory that is the target of comprehensive sanctions (as of the date of this Agreement, Iran, Cuba, North Korea, Syria and the Crimea/Sevastopol region (“Sanctioned Territories”)); or

· (iii) controlled or owned by 50 percent or more by any of the foregoing.

(b)Sanctions Event. If you become a Restricted Person or controlled or owned by 50% or more by a Restricted Person or if provision of the Services becomes otherwise restricted or prohibited as a consequence of the imposition of sanctions or by operation of export control laws or regulations (a “Sanctions Event”), Shumei shall not be obliged to perform any of its obligations or provide Services and shall be entitled to terminate these Terms with immediate effect.

(c)Export Compliance. In connection with the Services, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including U.S. or EU restrictions that prohibit or restrict the export, reexport or transfer of products, technology, services or data – directly or indirectly – to or for Sanctioned Territories, Restricted Persons, or other relevant end-users (collectively, “Export Laws”). You agree not to engage in any activities in connection with the Services that would risk placing Shumei in breach of any Export Laws and are solely responsible for compliance with Export Laws related to the manner in which you choose to use the Service, including: (a) your transfer and processing of User Data; (b) the provision of User Data to End Users; and (c) specifying the Service Region in which any of the foregoing occur.

12. GENERAL

(a) Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.

(b) Non-Assignability and Binding Effect. Neither party may assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under these Terms without the prior written consent of the other party, except Shumei may freely assign or otherwise transfer these Terms without your consent: (a) in connection with a merger, acquisition or sale of all or substantially all of Shumei’s assets; or (b) to any Affiliate or as part of a corporate reorganization. Any attempted assignment or transfer in violation of the foregoing restriction will be void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

(c) Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically, whether by e-mail, through the Services Platform, or otherwise, will satisfy any legal communication requirements, including that those communications be in writing.

(d) Force Majeure. If the performance of these Terms is delayed or either party breaches these Terms due to an event of force majeure, including but not limited to natural disasters, acts of government, promulgation or change of policies, promulgation or change of laws and regulations, strikes and unrest, neither party will be liable for the breach (except for Customer’s payment obligations hereunder), provided that the affected party will notify the other party as soon as practicable. If an event of force majeure prevents the performance of these Terms for more than 30 calendar days, either party may terminate these Terms, without assuming any liability, by giving 15 days' advance written notice to the other party.

(e) Governing Law and Dispute Resolution. All claims arising out of or relating to these Terms or the Services, will be resolved by arbitration administered by the Hong Kong International Arbitration Centre in accordance with the Arbitration Rules of the Hong Kong International Arbitration Centre in force when the notice of arbitration is submitted. The seat of the arbitration will be Hong Kong and the language will be English. All proceedings will be confidential and there will be one arbitrator only.

(f) Waiver and Severability. The waiver by either party of any breach of these Terms does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any part of these Terms is unenforceable, the remaining portions of these Terms will remain in full force and effect.

(g) No Third-Party Beneficiaries. These Terms are not intended to confer any benefits on any third party except to the extent that it expressly states that it does. End Users are not a third party beneficiaries to these Terms.

(h) Entire Agreement. These Terms and the Additional Terms are the final and complete expression of all agreements between you and Shumei regarding their subject matter and supersede all prior oral and written agreements regarding these matters. The Additional Terms referred to in these Terms are incorporated by this reference. In the event of any conflict between the terms of the main terms and conditions of these Terms and the Additional Terms, these main terms and conditions will control, followed by the Additional Terms. However, the terms and conditions of the PRC Service Region Terms, the North America Terms, the EEA Consumer Terms, or the Germany Terms will control, if applicable.

(i) Modification of these Terms. Shumei may amend these Terms, including the Additional Terms, from time to time by posting updated versions to the Shumei website. Updated versions will be effective no earlier than the date of posting. Shumei will use reasonable efforts to notify you of the changes, but you are responsible for periodically checking these Terms and the Additional Terms for any modifications. Your continued use of the Services constitutes your acceptance of any amended Terms. Amended Terms are not applicable retroactively.