Welcome, and thank you for your interest in the online services collectively known as YCLOUD. These Terms of Service are a legally binding contract between you and YCLOUD regarding your use of the Services. For the purposes of these Terms of Service,“ YCLOUD,” “We,” “Our,” and “Us” refer to the applicable YCLOUD contracting entity.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

It is important that You understand Your responsibilities and the limitations to the services which You choose to use. Our services are diverse and as a result, additional service-specific terms may apply. If this is the case, these service-specific terms shall become part of Our agreement.

Please use Our services responsibly. By using Our website or any of Our services, You agree to Our Terms. Take note that these Terms change from time to time. We advise You to review them regularly.

7. Confidentiality and Data Protection

1. You will at all times keep confidential all information acquired as a consequence of using Our Services, except for information already in the public domain or information which You are required to disclose by law, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services.
2. Please refer to Our Privacy Policy for details on Our privacy practices with respect to Our Services.
3. With respect to the processing of personal data of your end-users that you provide to us through our Services, You are the controller and YCLOUD is the processor. You guarantee that you have obtained all required and valid consents under the applicable data protection laws and regulations (such as the EU General Data Protection Regulation) as required for the processing of personal data by YCLOUD for the performance of our Services and YCLOUD will process that personal data only upon Your instructions and in accordance with data processing agreement. YCLOUD Service shall be made available subject to an executed Data Processing Agreement between you and YCLOUD. If you wish to enter into a data processing agreement with YCLOUD, you can send a request to service@ycloud.com and we will provide you with a pre-signed version of our Data Processing Agreement.

8. Technical support

Unless We agree otherwise in writing, We will provide online technical support in respect of the Service and/or Free Service available to You 24/7 at the following e-mail address: service@ycloud.com

9. Marketing

You grant us the right to use your name and visual identity for publicity and marketing purposes without prior consent. Should this be unacceptable to you, the withdrawal of consent must be communicated in writing. Without limitation to the foregoing, no press release and/or any blog entry may be made by either party regarding this Agreement, without the prior consent of the other party.

10. Requirements for Use

1. You warrant that You will not:
   1. Use the Services or permit the Services to be used to send Chargeable Events to any end-user for marketing purposes without that end-user’s explicit request for, or prior consent, to receive them. If you are sending any Chargeable Event for commercial purposes to any of Your end-users, You must abide by the mobile marketing practices of the end-user’s jurisdiction, including but not limited to, obtaining prior express written consent from those end-users, and give all end-users the right to opt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s election to opt out);
   2. Use the Services or permit the Services to be used to convey Chargeable Events to any end-user, with a frequency and in numbers which are excessive in Our reasonable opinion;
   3. Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose;
   4. Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;
   5. Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or
   6. Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.
2. You will at all times during the continuation of the Agreement:
   1. Send only Chargeable Events that comply with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offense;
   2. Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Services;
   3. Comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator; and
   4. Not act in any manner likely to bring Us, the Service, the Free Service or any Network Operator into disrepute.
3. You will, upon request, provide Us or any Network Operator or Regulator with any information relating to Your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete.
4. You will not state or imply any approval by Us of any particular Chargeable Event that You send using the Services or refer to Us in any way without Our prior written approval.
5. Where requested by Us, You will promptly provide Us with a representative Forecast of Your Service and/or Free Service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements.
6. We may, at Our sole discretion cease to convey, and You will promptly cease to transmit at Our request, any Chargeable Event.
7. You warrant that You are the sole owner or licensor of all rights in Your End-User Data or You have obtained all necessary rights, licenses and consents from all relevant third parties to enable You, Us and Our sub-contractors to use the End-User Data for the purposes of the Agreement.
8. When you use WhatsApp products on the YCloud platform, please make sure you follow the WhatsApp platform rules, refer to https://www.whatsapp.com/legal/

YCLOUD shall have the right to immediately stop your using the account, and has the right to claim damages for infringements, if any one of the above situations occurs.

11. Disclaimers, Limitations of Liability and Indemnification

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YCLOUD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER SERVICES OBTAINED THROUGH THE SITE; (iii) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA AND/OR VERIFIED PROFILE; AND (iv) ANY OTHER MATTER RELATING TO THE WEBSITE AND/OR THE SERVICES OFFERED ON THE WEBSITE.
2. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE YCLOUD ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
3. You agree to indemnify and hold YCLOUD, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against YCLOUD by any third party due to, arising out of or in connection with your use of the website and/or the Services.
4. We will not be in any way liable for the content of any Chargeable Events sent or transmitted using the Service and the full responsibility for their content shall rest on you. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service. By using the Service you also agree to be bound by the Rules of Use.
5. Subject to any express provision to the contrary in these Terms, We will not in any circumstances be liable to You (as either a Customer or a Non-Paying Customer) in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.
6. Each party acknowledges that neither You (as either a Customer or a Non-Paying Customer), nor We, have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.
7. We shall at all times in respect of the subject matter of these Terms comply with all applicable laws, regulations and rules having equivalent effect.
8. You shall be responsible for explaining and answering to any complaints that We receive from any relevant regulatory body resulting from your use of the Service and/or Free Service. We will forward any complaints to you as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body and must forward a copy of your response to Us immediately. You will be liable for any fines and/or penalties imposed by any regulatory body against You or Us or any of our associated companies, due to Your contravention of these Terms.

12. Term and Termination

1. Termination by YCLOUD.
   1. To the extent permitted under applicable law, YCLOUD may, at the sole discretion, terminate these Terms, or terminate your access to the Services or any aspect of the Services immediately upon written notice to you if:
      1. You violate any provision of these Terms;
      2. YCLOUD 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;
      3. You enter into liquidation, administrative receivership, bankruptcy or are unable to pay your debts as they fall due.
   2. YCLOUD reasonably believes that You have engaged in any fraudulent or deceptive activity including but not limited to credit card fraud, We may freeze your account.
   3. If You believe there is relevant evidence that your use is legitimate, you may send an email to 【service@ycloud.com】 to complain.
2. Unless otherwise agreed with Your account manager, and subject to earlier termination in accordance with these Terms and Conditions, the Term is, for an initial minimum, a 11-month period (the “Initial Term”). The Initial Term will start on the Start Date (the day when you start using the Service or the Free Service) and expire on the End Date (the day corresponding the date in the month in which the initial service term expires). Upon expiration of the Initial Term, the Agreement will continue automatically unless and until either party gives the other 30 days’ written notice or either You or We otherwise terminate the Agreement in accordance with these Terms and Conditions.
3. If at any time You wish to terminate the Agreement, You must either:
   1. Give Us written notice to that effect within a 7-working day period from and including the Start Date, in order for such notice to take effect immediately; or
   2. Give Us no less than 30 days’ written notice, such notice will take effect no sooner than the End Date (subject to any variation thereof). If You wish to terminate the Agreement with effect from any date preceding such End Date and are unable to do so for cause or any other reason under these Terms and Conditions, if you are a Customer under the Agreement then You must pay Us the Customer Charges due for each month (or part thereof) remaining of the minimum 11-month period post-termination. Such Customer Charges will be calculated on the basis of the monthly Customer Charges as set out in the Signature Page (as varied if applicable), and any prepayment of Customer Charges that You have made to Us will not be credited or refunded (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable customer protection laws.
4. Either party may also terminate this Agreement with immediate effect by notice to the other party if:
   1. The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;
   2. The other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or
   3. Any license required for Us to operate the Services is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license:
      1. Is not granted to Us; or
      2. Is granted to Us but in such a way as to prevent Us from continuing to make the Services available or a Network Operator from enabling Us to make the Services available.
   4. We may terminate the Agreement immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for Us to make the Services available.
   5. If you are using the Free Service under this Agreement You acknowledge that We reserve the right to, at Our absolute discretion, stop providing the Free Service to You on either a temporary or a permanent basis for any reason whatsoever without any prior notice.
   6. Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.
   7. On termination of the Agreement:
      1. You will immediately cease to use the Services; and
      2. All amounts then owed to Us, under or in connection with the Agreement, will become immediately due and payable.
      3. You will forfeit any unused credit on your account, except for payments received by us within seven (7) days prior to termination.
      4. All licenses and rights granted under these Terms will terminate immediately.

13. Force Majeure

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion.

14. Assignment

Neither party will assign, transfer or sub-contract either in whole or in part any of its rights or obligations under the Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), provided that We shall be entitled without Your prior written consent to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Agreement to any affiliated company.

15. Intellectual Property

1. All content, trademarks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to Us, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights on this website are expressly reserved.
2. We may grant You an individual, personal, non-exclusive and non-transferable license (“the License”) to use our proprietary software or application service, in object code form only, and only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You may not reverse engineer, decompile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of our software; modify, translate, or create derivative works based on the software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the software or application; or remove any proprietary notices or labels with regard to our services. We retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide you.
3. These Licenses terminate when Our contract with you ends and you must destroy and stop using all of our software and applications in your possession. The software is provided and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability found elsewhere in these Terms. It is your responsibility to test the services before entering into this contract.
4. Content from Our website may not be used or exploited for any commercial and non-private purposes without Our prior written consent.

16. Severability

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

17. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with laws of the People’s Republic of China and Any dispute arising under or concerning this Agreement may be litigated only in the Shang International Economic and Trade Arbitration Commission and the prevailing Party shall be entitled to its reasonable attorneys’ fees, expenses and costs incurred in connection therewith in addition to such other relief as may be granted.