Hispread Cloud Customer Agreement

This HISPREAD Cloud Customer Agreement (the “Agreement”) contains the terms and conditions governing your access to and use of your HISPREAD Cloud account (the “Account”) and the HISPREAD Cloud Services. This Agreement is entered into by and between HISPREAD INC London Co., Limited (hereinafter referred to as “HISPREAD,” “we,” “us,” or “our”) and the entity you represent, or you individually if you do not designate an entity in connection with the Account and Services (“Customer,” “you,” or “your”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to the terms and conditions of this Agreement. You further represent that you are acting in a professional capacity rather than as a consumer. This Agreement takes effect on the date you accept it (the “Effective Date”), or such other date as may be notified by HISPREAD. Hereinafter, HISPREAD and Customer are collectively referred to as the “Parties” and individually as a “Party.”

1. USE OF THE SERVICES

1.1 Rights Granted

For the Services to which you subscribe, HISPREAD grants you a non-exclusive, non-transferable, non-sublicensable, and limited right to access and use the Services strictly in accordance with this Agreement. In granting such rights, HISPREAD expressly reserves all rights not specifically granted. You agree to use the Services only for lawful business purposes and in compliance with all applicable laws and regulations.
Supplemental Detail:

You shall ensure that all activities undertaken through the Services directly adhere to the highest standards of legal and ethical conduct.
In the event of any dispute regarding your usage rights, HISPREAD’s determination shall be final and binding.

1.2 Your Account

To access and use the Services, you are required to create a HISPREAD Cloud Account. You agree to provide accurate, current, and complete information during your Account registration and to update such information promptly as necessary. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including any passwords, authentication keys, or other security measures associated with your Account.
Supplemental Detail:

All activities conducted through your Account, whether by you or your authorized End Users, shall be deemed to have been conducted by you.
You shall immediately notify HISPREAD of any unauthorized use of your Account, and you agree to cooperate fully with any security investigation conducted by HISPREAD.

1.3 Acceptable Use Policy

You agree to adhere to the HISPREAD Acceptable Use Policy, incorporated herein by reference, which outlines specific conduct rules regarding your use of the Services.
Supplemental Detail:

Any violation of the Acceptable Use Policy may result in immediate suspension or termination of your access to the Services, at HISPREAD’s discretion, without prior notice.
You acknowledge that these policies may be amended by HISPREAD, and your continued use of the Services constitutes your acceptance of any modifications.

1.4 Your Content

You are solely responsible for ensuring that any content you upload, transmit, or otherwise provide (“Your Content”) complies with this Agreement and all applicable laws and regulations. Furthermore, you are responsible for ensuring that your content does not infringe on the intellectual property, privacy, or other rights of any third party.
Supplemental Detail:

You warrant that all consents, licenses, and authorizations necessary for HISPREAD to host, process, and transmit Your Content have been secured.
HISPREAD shall have no liability for any claims arising out of Your Content unless otherwise required by applicable law.

1.5 Third-Party Content

The Services may provide access to or integrate with Third-Party Content that is governed by its own separate terms and conditions. Such Third-Party Content is provided on an “AS IS” and “AS AVAILABLE” basis, and HISPREAD disclaims any warranties relating to it.
Supplemental Detail:

HISPREAD is not responsible for any actions or omissions of third parties related to Third-Party Content.
Any reliance on Third-Party Content is solely at your own risk, and you are advised to review the applicable third-party terms carefully.

1.6 Preview Services

Certain features or services may be provided on a trial or “preview” basis at no charge and are expressly excluded from any Service Level Agreements (SLAs) or warranties. HISPREAD maintains the right to change, suspend, or discontinue these Preview Services at its sole discretion without notice.
Supplemental Detail:

Preview Services are provided solely for the purposes of evaluation and are not considered part of the commercially available Services.
No contractual obligations or liabilities shall arise from the provision or use of Preview Services.

1.7 Your Network and Connection

You are responsible for procuring and maintaining any network connections or telecommunication links necessary for accessing the Services. Additionally, you must ensure that your network configurations meet any and all specifications provided by HISPREAD.
Supplemental Detail:

HISPREAD shall not be liable for disruptions or failures in the network infrastructure over which you have control.
All issues related to compatibility, connection speed, or security on your network shall be solely your responsibility.

1.8 After-Sales Service

HISPREAD provides multi-level support plans, including a complimentary basic support service and additional enhanced support plans (e.g., developer, business, and enterprise) that may incur additional fees.
Supplemental Detail:

The scope of after-sales support shall be determined according to the specific plan you have subscribed to, and any enhancements or additional support services offered will be subject to separate terms.
HISPREAD retains the right to modify support services, provided that any such modifications do not materially degrade the level of support provided under your chosen plan.

1.9 Customer Test Agreement

If applicable, you also agree to be bound by the terms and conditions of the HISPREAD Customer Test Agreement, which is hereby incorporated by reference into this Agreement.
Supplemental Detail:

The Test Agreement governs the terms under which Services or features are made available for testing, including specific performance benchmarks and termination conditions.
Your participation in any test programs is entirely voluntary and does not confer any additional rights beyond those stated in this Agreement.

2. SECURITY AND DATA PRIVACY

2.1 Our Security Obligations

HISPREAD is committed to maintaining robust administrative, physical, and technical measures designed to safeguard the confidentiality and security of Your Content. HISPREAD shall access and use Your Content solely for the purposes of providing the Services, investigating any security incidents, or complying with applicable legal orders.
Supplemental Detail:

HISPREAD’s security measures shall be consistent with industry standards and subject to periodic review and audits.
Notwithstanding the foregoing, in circumstances beyond our reasonable control, HISPREAD’s obligations under this section shall be limited to commercially reasonable efforts.

2.2 Your Security Obligations

You are responsible for ensuring that neither Your Content nor your usage of the Services inadvertently introduces security vulnerabilities, including but not limited to viruses, Trojan horses, worms, or any other malicious code.
Supplemental Detail:

You agree to conduct regular security assessments and to implement necessary measures to mitigate potential risks.
Should any security breach occur as a result of your negligence, you shall be solely liable for all damages or losses incurred.

2.3 Data Privacy

HISPREAD will process any personal data in accordance with the terms set forth in the HISPREAD Privacy Statement and the HISPREAD Data Processing Addendum, both of which are incorporated herein by reference.
Supplemental Detail:

HISPREAD’s data processing practices will strictly adhere to applicable data protection laws and regulations.
In the event of any data breach, HISPREAD shall provide prompt notification in accordance with applicable legal requirements, subject to any legal restrictions on the disclosure of such information.

3. FEES AND PAYMENT

3.1 Services Fees

You agree to pay all fees and charges associated with the Services as provided on HISPREAD’s Website or as specified in any Order Form. HISPREAD reserves the right to adjust pricing, payment methods, and rules; any modifications will take effect as published or as otherwise communicated.
Supplemental Detail:

All fees are due and payable in accordance with the invoice terms specified, and any late payments may incur additional charges.
You acknowledge that fees are based on the volume and specific usage of the Services, and any upgrades or changes in service levels may result in adjustments to pricing.

3.2 Taxes

All fees stated in this Agreement are exclusive of any applicable taxes, including VAT, sales tax, GST, or similar taxes. Such taxes, as required by law, will be added to the applicable invoiced amounts.
Supplemental Detail:

Each Party is solely responsible for the filing, reporting, and payment of all taxes applicable in connection with this Agreement.
In circumstances where tax laws require HISPREAD to collect taxes from you, you agree to remit such taxes promptly.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and that the execution and performance of this Agreement does not conflict with any other agreement or legal obligation to which it is bound.
Supplemental Detail:

Both Parties acknowledge that any misrepresentation may be grounds for termination of this Agreement.
Each Party further represents that all corporate or organizational actions necessary for the execution and delivery of this Agreement have been validly taken.

4.2 Your Representations

You represent and warrant that (a) you have carefully read and fully understand every provision of this Agreement, (b) you will comply with all applicable laws and regulations in your use of the Services, and (c) your use of the Services shall not infringe upon or violate the intellectual property rights or any other rights of any third party.
Supplemental Detail:

You further represent that the content submitted to HISPREAD does not contain any unlawful or harmful material.
Breach of these representations may subject you to legal claims and liability for any resulting damages or expenses incurred by HISPREAD.

4.3 Our Limited Warranty

HISPREAD warrants that it will perform the Services with commercially reasonable care and skill. Your sole and exclusive remedy for any claim regarding breach of this limited warranty is as specified in the applicable Service Level Agreement (SLA).
Supplemental Detail:

This warranty is provided in lieu of all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
HISPREAD shall not be liable for any incidental or consequential damages arising from any breach of this warranty.

4.4 Disclaimers

HISPREAD makes no guarantee that the Services will be error-free, uninterrupted, or completely secure. Any use of the Services is at your own risk, and HISPREAD disclaims any liability related to compatibility issues with your content or third-party systems.
Supplemental Detail:

The foregoing disclaimers apply to the fullest extent permitted by applicable law.
No advice or information, whether oral or written, obtained by you from HISPREAD shall create any warranty not expressly set forth in this Agreement.

5. PROPRIETARY RIGHTS AND RESTRICTIONS

5.1 Your Content

You retain all intellectual property rights in Your Content. By providing Your Content to HISPREAD, you grant HISPREAD a non-exclusive, worldwide, royalty-free right to host, process, and transmit Your Content solely to the extent necessary to provide the Services.
Supplemental Detail:

This grant of rights is limited to the duration of this Agreement and shall be revoked upon termination, except as required for archival or legal retention purposes.
You warrant that you have all necessary rights and permissions to grant the foregoing license.

5.2 Services Offerings

HISPREAD retains all rights, title, and interest in and to the Services, including all copyrights,
trade secrets, trademarks, patents, and any other proprietary rights. Supplemental Detail:

No rights or licenses are granted to you in any intellectual property of HISPREAD beyond the limited rights expressly granted herein.
Any modifications, improvements, or derivative works of the Services shall remain the sole property of HISPREAD.

5.3 Restrictions

You shall not, under any circumstances, modify, reverse engineer, decompile, or disassemble the Services, or otherwise attempt to derive the source code, nor may you transfer, sell, lease, sublicense, or otherwise distribute the Services without HISPREAD’s explicit prior written consent.
Supplemental Detail:

Any unauthorized attempt to manipulate or otherwise misuse the Services may result in immediate termination of this Agreement and potential legal action.
These restrictions shall survive the termination of this Agreement.

6. INDEMNIFICATION

6.1 Indemnification by HISPREAD

Subject to the limitations and conditions set forth herein, HISPREAD agrees to defend, indemnify, and hold you harmless from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of claims that the provided Services infringe upon any intellectual property rights of a third party.
Supplemental Detail:

This defense obligation shall be conditioned upon your prompt notification and cooperation during any claim or litigation.
HISPREAD’s indemnification obligations shall be limited to those claims as expressly provided in this Agreement.

6.2 Indemnification by You

You agree to defend, indemnify, and hold harmless HISPREAD, including its officers, directors, employees, and agents, from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorney’s fees) arising out of or relating to Your Content, your use of the Services, or any breach by you of this Agreement.
Supplemental Detail:

This indemnity obligation applies irrespective of whether such claims are based on contractual, tortious, or other legal theories.
Your indemnification duty extends to claims arising from the negligent or intentional misconduct of you or any of your authorized End Users.

7. NON-DISCLOSURE

7.1 Confidential Information

Each Party agrees to maintain the confidentiality of any non-public information disclosed by the other Party (“Confidential Information”) and to use such Confidential Information solely for purposes of performing under this Agreement.
Supplemental Detail:

Confidential Information shall not include information that is (i) already known by the receiving Party without an obligation of confidentiality; (ii) becomes publicly known through no wrongful act of the receiving Party; or (iii) is received rightfully from a third party without breach of any obligation of confidentiality.
The confidentiality obligations set forth herein shall survive the termination of this Agreement for a period specified by applicable law or otherwise agreed in writing.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liabilities

Except in cases of gross negligence, willful misconduct, or breaches of confidentiality, HISPREAD’s aggregate liability arising from or relating to this Agreement shall not exceed the total fees paid by you for the Services during the twelve (12) months preceding the incident giving rise to the claim.
Supplemental Detail:

This limitation applies regardless of the legal theory asserted, whether under contract, tort, or otherwise, and shall be enforceable to the maximum extent permitted by law.
Any claims arising from indirect, incidental, consequential, or punitive damages are expressly disclaimed.

8.2 Exclusion of Liabilities

Neither Party shall be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of revenue, profits, or data, even if advised of the possibility of such damages.
Supplemental Detail:

The exclusions provided herein shall apply whether or not the liability arises under a theory of negligence, strict liability, or otherwise.
No provision of this Agreement is intended to, or shall, limit or exclude the liability of either Party for fraud or fraudulent misrepresentation.

9. TERM, SUSPENSION, AND TERMINATION

9.1 Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party in accordance with the provisions set forth herein.
Supplemental Detail:

Termination of this Agreement shall not affect the accrued rights or obligations of the Parties prior to the termination date.
Continued use of the Services after any amendments constitutes acceptance of the new terms.

9.2 Suspension

HISPREAD reserves the right to temporarily suspend your access to the Services without prior notice if it reasonably determines that (i) any provision of this Agreement has been violated, (ii) there exists a security risk, or (iii) legal requirements necessitate such action.
Supplemental Detail:

Such suspension shall remain in effect until the underlying cause is remedied or until further notice by HISPREAD.
Suspension of Services shall not be construed as a waiver of HISPREAD’s rights to seek any other remedy available under this Agreement or at law.

9.3 Termination

Either Party may terminate this Agreement for any material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall be effective immediately upon the expiration of the cure period if the breach remains unremedied.
Supplemental Detail:

Termination of this Agreement shall be without prejudice to the rights of either Party to seek damages or other relief for any breaches.
Upon termination, you agree to immediately cease all use of the Services and destroy or return any confidential information in your possession.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the People’s Republic of China, without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction.
Supplemental Detail:

Each Party irrevocably consents to the exclusive jurisdiction of the courts located in Beijing, Haidian District, People’s Republic of China for any dispute arising under this Agreement.
Any legal proceeding shall be conducted in the English language unless otherwise mutually agreed upon by the Parties.

10.2 Jurisdiction

The Parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in Beijing, Haidian District, People’s Republic of China, for the resolution of any disputes arising out of or relating to this Agreement.
Supplemental Detail:

Each Party further waives any objection to personal jurisdiction or venue in such courts, including objections based on inconvenient forum or forum non conveniens.
This jurisdiction clause shall survive the termination or expiration of this Agreement.

11. MISCELLANEOUS

11.1 Relationship

The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.
Supplemental Detail:

Neither Party shall have the authority to bind the other in any respect whatsoever.
Any attempted assignment or delegation contrary to this provision shall be null and void.

11.2 Non-Assignment

You are prohibited from assigning or otherwise transferring this Agreement, in whole or in part, without the prior written consent of HISPREAD. Any unauthorized assignment shall be null and void.
Supplemental Detail:

HISPREAD may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without requiring your consent.
This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

11.3 Entire Agreement

This Agreement, together with any incorporated agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, understandings, representations, and agreements, whether written or oral.
Supplemental Detail:

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and duly executed by authorized representatives of both Parties.
The invalidity or unenforceability of any particular provision shall not affect the remaining provisions, which shall continue in full force and effect.

11.4 Amendments

HISPREAD may, from time to time, modify or update the terms of this Agreement by posting a revised version on its Website. Your continued use of the Services following such modifications constitutes your acceptance of the modified terms.
Supplemental Detail:

It is your responsibility to periodically review this Agreement for any changes.
If you do not agree to the modified terms, you must cease using the Services immediately.

By accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth above, including all supplemental details provided herein. Any amendment or modification to this Agreement must be made in writing and signed by duly authorized representatives of both Parties.