The ownership of the Software belongs to Beijing Sankuai Online Technology Co., Ltd. (“the Company”). The Company has the right to supervise, prompt, inspect, correct and impose penalties on the use of the Software by the User. To use such software (“the Software”) and Services, the User should read and comply with the Software License and Services Agreement (“this Agreement”). The User must carefully read and fully understand the contents of clauses, especially the terms of exclusion or limitation of liability, as well as any separate agreements for enabling and using a Service, and confirm whether or not to accept them. The terms of limitation or exclusion of liability may be highlighted in bold font for the attention of the User.

If the User is a minor or has no capacity for civil conduct, please read this Agreement and other aforementioned agreements accompanied by a guardian.

I. About this Agreement

This Agreement is an agreement between the User and the Company with respect to the User’s downloading, installation, use and copy of the Software and use of the related Services of the Company. This Agreement sets forth the rights and obligations of the Company and the User regarding Software license and related matters. “User” means any individual or single entity who obtains Software license and/or Software products through the Software license acquisition channels provided by the Company.

This Agreement also includes any relevant agreements and business rules, etc. that the Company may release from time to time as to the Services. The aforementioned documents will be an integral part of this Agreement once being formally released, and the User shall also comply with them.

Unless otherwise expressly specified in this Agreement, this Agreement does not set forth relevant service terms on other services of the Company that are accessed via the Software, such other services may be subject to separate service terms, so the User should understand and confirm such separate service terms when using the relevant services. If the User uses such other relevant services, the User shall be deemed as having accepted the separate service terms.

II. Service Content and Method for Provision of Services

The Company will provide the User with cross-platform communication tools, supporting single-person and multi-person participation, and instant messaging services including transmission of voice SMS, videos, images and text, and also provide the User with Software license and services, including but not limited to relationship chain expansion, convenient tools, official accounts, open platforms and other functions or content (“the Services”).

The User needs to download the client application to use the Services. The client software in the Services provides various applicable versions such as iOS, Android, Windows and Mac. The User must select the software version matching the terminal device where the Software is being installed. After downloading the installation program, the User needs to follow the steps suggested by the program for proper installation. If the User no longer needs to use the Software, or needs to update it to the latest version, the User can uninstall it.

The User may obtain the Software directly from the Company’s website or a third party authorized by the Company. If the User obtains the Software or the installation program with the name same as the Software from any third party unauthorized by the Company, the Company cannot guarantee the normal use of the Software and therefore assumes no liability for any losses caused to the User.

In order to improve the User experience and perfect the Service content, the Company will constantly strive to develop new services, and provide the User with Software updates (may be in the form of software replacement, modification, function enhancement, version upgrade or otherwise) from time to time. The Company has the right to update the Software, or change or restrict partial functions of the Software without special notice to the User. The older version of the Software may not be available after its latest version is released. The Company does not guarantee that the old versions and corresponding customer services of the Software continue to be available. The User shall check and download the latest version at any time.

The User understands and agrees that the Software will use the processor, bandwidth and other resources of the User’s terminal device in order to provide the User with effective Services. The costs of data traffic may incur in the course of using the Software, and the User shall acquire relevant fee information from the operator and solely bear related costs.

III. License

The Company shall grant the User a personal, non-transferable and non-exclusive license to use the Software. The User may install, use, display and run the Software on a single terminal device for non-commercial purposes. The User shall not install, use, or run the Software for commercial purposes, nor copy, modify, alter, or mount the Software or the data released into any computer terminal memory during the operation of the Software and the interaction data between the client and server during the operation of the Software, or create any derivative works by various means, including but not limited to using plug-ins, add-ons or unauthorized third-party tools/services to access the Software and related systems.

The Use may make a copy of the Software for the purpose of using the Software and Services, and shall only use the copy as a backup. The copy must contain all the copyright information included in the original Software.

All other rights not expressly authorized by this Article and other articles hereof shall still be reserved by the Company. To exercise such rights, the User shall additionally obtain the written permission of the Company. The Company’s failure to exercise any of the aforementioned rights will not constitute a waiver of such right.

IV. User’s Use Rules

The User understands and agrees that the Company is committed to providing the User with a civilized, healthy, standardized and orderly network environment. The User shall not use the Software account or the Software and Services to produce, copy, publish or disseminate the content interfering with normal operation of the Software or infringing legitimate rights and interests of other users or third parties, including but not limited to:

  publishing, transmitting, disseminating or storing the following content that violates the laws and regulations of the State;

  violating the basic principles established by the Constitution;

  endangering national security, divulging State secrets, subverting State power and undermining the integrity of the nation’s unity;

  harming national honor and interests;

  inciting ethnic hatred or discrimination, or undermining ethnic unity;

  undermining national religious policy or advocating heresies and superstition;

  disseminating rumors or untrue information, disrupting the social order, or undermining social stability;

  disseminating obscenity, pornography, gambling, violence, terror, or abetting any crime;

  insulting or slandering others, and infringing legitimate rights and interests of others;

  inciting illegal assembly, association, parade, demonstration, and gathering people to disturb social order;

  carrying out any activities in the name of an illegal civil organization;

  failing to comply with the Interim Provisions on the Administration of the Development of Public Information Services of Instant Messaging Tools and the requirements of “seven bottom lines” including laws and regulations, socialist systems, national interests, legitimate interests of citizens, public order, social morality and information authenticity;

  containing other content prohibited by laws and administrative regulations;

  publishing, transmitting, disseminating or storing the content that infringes the reputation rights, portrait rights, intellectual property rights, trade secrets and other legitimate rights of others;

  involving the privacy or personal information or data of others;

  publishing, transmitting or disseminating harassment and advertising information, over-marketing information, spam or any information containing any sexual content or sexual connotation;

  other information that violates laws, regulations, policies and public order, that contradicts social morality, or interferes with the normal operation of the Company, or infringes the legitimate rights and interests of other users or third parties.

Except permitted by law or except with the written permission of the Company, the User shall not engage in any of the following acts in the course of using the Software:

  remove the copyright information from the Software and its copies;

  reverse engineer, disassemble, or decompile the Software, or otherwise attempt to discover the source code of the Software;

  use, lease, lend, copy, modify, link, reproduce, compile, release, publish or establish a mirror site for the content, the intellectual property rights of which are owned by the Company;

  copy, modify, add, delete and mount the Software or the data released into any terminal memory during the operation of the Software, the interaction data between the client and server during the operation of the Software and the system data necessary for the operation of the Software, or create any derivative works by various means, including but not limited to using plug-ins, add-ons, or third-party tools/services unauthorized by the Company to access the Software and related systems;

  add, delete, change the functions or operating effects of the Software by modifying or forging the instructions and data during the operation of the Software, or operate or disseminate to the public the software and methods used for such purposes, regardless of whether such acts are for commercial purposes;

  log in or use the Software and Services of the Company through any third-party software, plug-in, add-on or system that is not developed or authorized by the Company, or produce, publish, disseminate the aforementioned tools;

  interfere with the Software and its components, modules and data on his own or by authorizing others or third-party software to do so;

  take other acts not expressly authorized by the Company.

Except permitted by law or except with the written permission of the Company, the User shall not in the course of using the Software:

  submit and publish false information, or impersonate others or use the names of others;

  induce other users to click on the link pages or share information;

  fabricate facts or conceal the truth to mislead or deceive others;

  infringe legitimate rights of others including reputation rights, portrait rights, intellectual property rights and trade secrets;

  utilize the Software account, any function and any third-party operating platform to conduct promotion or mutual promotion without the written permission of the Company;

  utilize the Software account or the Software and Services to engage in any illegal and criminal activities;

  reproduce or publish the methods or tools related to the aforementioned acts, or operate or disseminate such methods or tools, whether or not for commercial purposes;

  take other acts that violate laws and regulations, infringe the legitimate rights and interests of other users, interfere with normal operation of products, or are not expressly authorized by the Company.

Important Statements

The User understands and agrees that certain functions of the Software may make some information of the User visible to third parties. For example, the User’s friends can view the personal information of the User that is publicly available, including the User’s profile photo, alias, and account. After following the official account, the User will become a follower of such official account, the User’s profile photo, alias, account, comments, images and videos, etc. can be accessed by the official account when related authorizations are granted, and the User can interact with other followers by sending messages via the official account. The followed official account, when certain feature authorizations are granted, can post the following users’ comments, images and videos uploaded to the official account and make such information visible to third parties.

The User understands and agrees that the User must be liable for all acts under the User’s registered account, including any content posted by the User and any consequences arising therefrom. The User shall make his own judgment on the content of the Services and bear all risks arising from the use of the content, including the risks arising from his reliance on the correctness, integrity or practicability of the content. The Company cannot and will not be liable for any loss or damage caused by the aforementioned risks.

The User understands and agrees that the Company will make its reasonable commercial efforts to keep secure the User data stored in the Software and Services, provided that the Company cannot guarantee that the User data is absolutely safe, including but not limited to the following circumstances:

  The Company will not be responsible for the User’s deletion or failure to storage relevant data in the Software and Services;

  The Company will have the right to determine at its discretion the longest period of data storage in the Software and Services for a single User according to the actual situation, and allocate the maximum space in the server for data storage of the User. The User can back up relevant data in the Software and Services based on his own needs;

  If the User stops using the Software and Services or the Services are terminated or canceled, the Company may permanently delete the User data from the server. After the Services are suspended, terminated or canceled, the Company shall not be obligated to return any data to the User.

When using the Software and Services, the User shall solely bear the following risks beyond the control of the Company, including but not limited to:

  any risks such as loss or leakage of personal information due to force majeure;

  any issues or damages arising from the failure of the User to choose the right software version matching the terminal device where the Software is being installed;

  any risks as may be caused by any third-party website or its relevant content when the User accesses such website by using the Software;

  any risks or responsibilities caused by others’ transmission or sharing of content published by the User;

  any risks including failure to log in to the account, incomplete data synchronization and slow page opening speed caused by unstable wireless network signal, small wireless network bandwidth or other reasons.

When the User uses the products or services provided by a third party of the Software, the User shall also comply with the user agreement of the third party in addition to the provisions hereof. The Company and the third party shall assume their respective responsibilities for any possible dispute between them within the scope provided by laws and agreed upon by them. When the User uses the Software or requires the Company to provide any specific Services, the Software may support the User’s use or access by invoking a third-party system or through a third party, and the results of use or access will be provided by the third party (including but not limited to the services provided by the third party through the official account or the content accessed through the open platform). The Company does not guarantee the security, accuracy, effectiveness and other uncertain risks of the services and content provided through the third party. Any dispute or damage caused thereby is irrelevant to the Company, the Company therefore shall not be liable therefor.

The User uses the Software at his own risk. The Company does not make any warranties of any kind, whether express, implied or statutory, including but not limited to express or implied warranties and conditions of merchantability, fitness for a particular purpose, absence of viruses, negligence or technical defects, ownership and non-infringement. In no event shall the Company be liable for any direct, indirect, incidental, special and consequential damages and risks arising from the use or inability to use the Software.

VI. Privacy Protection

Respecting the User’s personal privacy is a fundamental policy of the Company. The Company will take reasonable measures to protect the User’s information. Except as required by laws or government authorities or with the consent of the User, or for other reasons, the Company will not disclose or reveal the User’s information to any third party. However, if the User chooses or agrees to disclose the User’s information at the time of registration, or there are other agreements between the User and the Company with respect to the disclosure or use of the User’s information, the User shall solely bear any possible risk arising therefrom, and the Company will not be liable therefor.

Generally, the Company needs to use the User’s information for the following reasons: performing Software verification services; performing Software upgrade services; enhancing the User’s use security and providing customer support; providing the User’s information to the relevant third party because the User uses the specific functions of the Company or requires the Company to provide specific Services; other reasons in favor of the User and the Company.

The Company fully respects the User’s privacy, and cannot record or retain internal communications conducted by the User within the enterprise network. Please be advised that the User shall take protective measures to the extent permitted by applicable laws.

The Company reserves the right to disclose any information as required by applicable laws, regulations, legal procedures, or government requirements at any time, or to edit, refuse to post or delete, in whole or in part, any information or data at its sole discretion.

The User is responsible for properly safekeeping the registered account information and password. The User shall assume legal liability for acts taken under the registered account and password. In any case, the User agrees not to disclose the account and password information to others.

Security Audit

After the Company gives notice, the partner shall, within a reasonable period of time, provide channels for the Company and its auditors (including internal auditors and external auditors), inspectors, regulators, and other reasonably designated representatives, such that the Company shall conduct security audits (including questionnaires or system security testing) of the systems, data, and records on the partner’s provision of services for the purpose of verifying compliance with this Agreement (including confidentiality terms, data security obligations, and other terms hereof). The partner shall provide assistance for such reasonable audit requests.

Statement on Intellectual Property Rights

The Company is the intellectual property owner of the Software. All copyrights, trademarks, patents, trade secrets and other intellectual property rights of the Software, as well as all information content in connection with the Software (including but not limited to text, images, audios, videos, charts, interface design, layout framework, relevant data or electronic documents) shall be protected by the laws and regulations of the People’s Republic of China (only for the purpose of this Article, excluding Hong Kong and Macau Special Administrative Regions and Taiwan Region) and corresponding international treaties. The Company will have the right to the aforementioned intellectual property rights, except for the rights that relevant rights holders enjoy in accordance with the law.

Without the written consent of the Company or relevant rights holders, the User shall not permit any third party to implement, use or transfer any of the aforementioned intellectual property rights for any commercial or non-commercial purpose.

Treatment for Breach of Contract

If the Company discovers or receives a report or complaint from others against the User on his breach of this Agreement, the Company shall have the right to remove or block relevant content at any time without notice, impose penalties on the violating account, including but not limited to warnings, restrictions or prohibitions on the use of partial or all functions, account banning or even cancellation, and announce the results of treatment.

The User understands and agrees that the Company shall have the right to, based on its reasonable judgment, penalize any act violating relevant laws and regulations or provisions of this Agreement, take appropriate legal action against any User in violation of laws and regulations, and retain relevant information in accordance with laws and regulations to report it to relevant departments. The User shall solely assume all legal liability arising therefrom, and shall not hold the Company liable therefor. In case of any losses caused to the Company, the Company shall have the right to request the User to make compensation, immediately suspend the provision of Services to the User and retain relevant records.

The User understands and agrees that the User shall solely be liable for any claim, demand or loss made or claimed by a third party arising from the User’s breach of this Agreement or relevant Service terms. The User shall also be liable for any losses, if any, caused to the Company as a result.

Security Liability

The User understands and agrees that the Software, like most Internet software, may be affected by a variety of factors, including but not limited to the User’s reasons, network service quality and social environment, or may be interfered by various security issues, including but not limited to illegal use of User information by others to conduct harassment in real life, and further that other software downloaded and installed and sites visited by the User may contain viruses, Trojans or other malicious programs, which may endanger the security of information and data in the User’s terminal device and affect the normal use of the Software. Therefore, the User shall strengthen the awareness of information security and protection of personal information, and pay attention to password protection to avoid losses.

The User shall not produce, publish, use, or disseminate any malicious programs that steal the account of the Software and others’ personal information or property.

It is the joint liability of the Company and the User to maintain the security and normal use of the Software. The Company shall reasonably and prudently take necessary technical measures to protect the information and data security of the User’s terminal device in accordance with industry standards, provided that the User acknowledges and agrees that the Company cannot provide a full guarantee in this regard.

In no event shall the User believe in money borrowing, request for passwords or other network information related to property. Please make sure to verify the identity of the person involved with respect to any operation related to property, and always pay attention to the Company’s tips for preventing fraudulent crimes.

The User understands and agrees that the Company shall have the right to choose the recipients of Services, determine function settings, the opening of functions, data interfaces, and the objects and scope of relevant data disclosure based on comprehensive factors including User experience, operating security of the Software or related Service platform, the requirements of platform rules and healthy development. The Company shall have the right to suspend or terminate the provision of Services to the User based on actual situation if the User is suspected to be involved in the following acts, including but not limited to: violating laws and regulations or the provisions hereof; affecting the Service experience; causing any potential safety hazard; copying the primary functions or functional components of the Software or its Service platform, or achieving the main effect of the aforementioned functions or functional components;misleading the User to believing that the functions or Services used by the User are provided or authorized by the Company by adopting the interface, style, function, description or User experience similar to the Software or its Service platform; taking other acts that go against the operating principles of the Software or its Service platform, or other management requirements of the Company.

Third-party Software or Technology

The Software may use third-party software or technology (including open-source code and public domain code that may be used for the Software, the same below), and such use has been legally authorized.

If any third-party software or technology is used for the Software, the Company shall display relevant agreements or other documents in accordance with relevant laws and regulations through annexes attached hereto, a package in a specific folder of the installation package of the Software, or open-source software pages or otherwise, which may be expressed as “Software License Agreement”, “License Agreement”, “Open-Source License” or other forms. The aforementioned agreements, other documents and web pages displayed through various forms are an integral part of this Agreement and shall have the same legal effect as this Agreement. The User shall comply with all of such requirements. If the User fails to do so, such third party or competent national authority may file a lawsuit, impose penalties or take other sanctions against the User, and require the Company to provide assistance. The User shall solely assume relevant legal liability.

Any disputes arising from the third party’s software or technology used for the Software shall be settled by the third party, and the Company shall assume no liability. The Company does not provide customer service support for third-party software or technology. If you need support, please contact the third party.

The User understands and agrees that the Company shall have the right to decide to use the Software for commercial purposes, including but not limited to developing and using the partial services of the Software for promotion of third parties. The Company undertakes to protect the User’s personal information in the process of promotion in strict accordance with the provisions hereof. At the same time, the User can also choose to block and refuse to receive the relevant promotional information through system settings.

Effectiveness and Modifications of the Agreement

By reading this Agreement through the registration process and clicking the “Agree” button to complete registration, the User has concluded the agreement with the Company and voluntarily accepts all the contents hereof.

The Company gives the User a special reminder that, in order to safeguard the autonomy of the Company’s business development and adjustments, the Company reserves the right to modify or interrupt Services at any time without notice to the User, and shall not be liable to the User or any third party arising from exercise of such right. The provision of the Services by the Company to the User is conditional on the User’s consent to this Article.

Disputes Resolution

The formation, effectiveness, performance, interpretation and dispute resolution of this Agreement shall be governed by the existing laws of the People’s Republic of China (only for the purpose of this Article, excluding Hong Kong and Macau Special Administrative Regions and Taiwan Region), without regard to the conflict of laws.

In case of any dispute or controversy between the User and the Company, such dispute or controversy shall first be resolved through friendly negotiation; where the negotiation fails, the Parties agree to submit the dispute or controversy to the people’s court with jurisdiction in the place where the Company is domiciled.

Miscellaneous

All the article headings hereof are for ease of reference only, without actual meanings, and shall not be taken as the basis for interpretation of this Agreement.

If any provision hereof is invalid or unenforceable for whatever reason, the remaining provisions hereof shall still be valid and binding on the Parties.

This Agreement may be made in Chinese, English and any other language. In case of any discrepancy between the Chinese version and the version of any other language, the Chinese version shall prevail.

Beijing Sankuai Online Technology Co., Ltd.