LEGAL TERMS OF SERVICE

Last updated: 2024-02-19

NXCLOUD TERMS OF SERVICE

Welcome, and thank you for your interest in the online services collectively known as NXCLOUD, along with any related websites, networks, applications, software and other services and related documentation provided by NXCLOUD (collectively, the "Services"）. These Terms of Service are a legally binding agreement between you and NXCLOUD regarding your use of the Services. For the purposes of these Terms of Service, “NXCLOUD,” “we,” “our,” and "us" refer to the applicable NXCLOUD contracting entity.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” BY DOWNLOADING 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.

OUR WEBSITE AND SERVICES ARE ONLY AVAILABLE TO COMPANIES OR OTHER ORGANISATIONS THAT ARE LEGALLY REGISTERED UNDER THE LAWS OF THEIR DOMICILE AND HAVE THE CAPACITY AND ABILITY TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT.PLEASE DO NOT CONTIUE TO USE THE SERVICES PROVIDED BY US IF YOU DO NOT MEET THESE QUALIFICATIONS.WE HAVE THE RIGHT TO TERMINATE THE PROVISION OF SERVICES TO YOU AT ANY TIME.

IF YOU ARE NOT ELIGIBLE,OR DO NOT AGREE TO THE TERMS,THEN YOU DO NOT HAVE NXCLOUD'S PERMISSION TO USE THE SERVICES.YOUR USE OF THE SERVICES, AND NXCLOUD's PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY NXCLOUD AND BY YOU TO BE BOUND BY THESE TERMS.

In these Terms of Service we cover the following topics:

• SECTION 1:DEFINITIONS
• SECTION 2: SCOPE
• SECTION 3: YOUR RIGHT AND OBLIGATIONS
• SECTION 4: NXCLOUD RIGHTS AND OBLIGATIONS
• SECTION 5: FEES AND PAYMENT
• SECTION 6: CONFIDENTIALITY AND PUBLICITY
• SECTION 7: INTELLECTUAL PROPERTY RIGHTS
• SECTION 8: PROMISE
• SECTION 9: INDEMNIFICATION AND DISCLAIMER
• SECTION 10: FORCE MAJEURE
• SECTION 11 : GENERAL
• SECTION 12: CONTACT US

SECTION 1:DEFINITIONS

These Terms of Service in the agreement are defined and have the meaning as set out in this clause:

Agreement: these Terms of Service are a legally binding agreement between you and NXCLOUD regarding your use of the Services.Each greement and/or "Order Form"entered into by and between you and NXCLOUD, to which these Terms of Service shall apply.

Applicable Law: then-current national, local or other law, rule, regulation, enforceable regulatory guidance, order, judgment, decree, or ruling in any jurisdiction in which you accesses and uses the Services, including but not limited to, data protection and privacy regulations, guidelines, conditions, policy rules and/or regulations, guidelines, conditions of Operators applicable to the Service and/or End User Service.

Customer: the Party with whom NXCLOUD enters into an agreement.More commonly referred to in this agreement as "you".

Customer Materials: all information, data, content, and other materials, in any form or medium, that is provided by or on behalf of you to NXCLOUD.

NXCLOUD: the NXCLOUD group company entering into the agreement with you as identified in the applicable Agreement.

NXCLOUD IP: the service, the software and the NXCLOUD Platform, and any improvements, modifications or enhancements to or derivative works of the foregoing, and all intellectual property rights in and to any of the foregoing.

NXCLOUD Platform: NXCLOUD's computing environment designed to provide the Service and to establish the connection between NXCLOUD and your.

Intellectual Property Rights: all intellectual property rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded to the same including all: (a) patents, registered trademarks, service marks, copyright, designs and any and all applications for registration of any of the same wheresoever made; (b) unregistered trademarks, service marks, designs, design right and copyright; and (c) know how, trade secrets howsoever arising and any right or interest in any of the foregoing.

Effective Date: means the date on which a particular agreement comes into effect.

End User: a natural person or legal entity authorized by you to make use of the your end user services.

End User Service: the service you provide to your end users.

Operator: a electronic communications service provider, or provider of over the top communication services that provides (wireless) messaging, voice and data communication and other related services to its customers including NXCLOUD, its subscribed end users and other Operators.

Personal Data: any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Service(s): the service NXCLOUD provides to you under the agreement, which may include electronic communications, professional services, providing access to applications as software as a service, services that provide both platform services, including access to and use of the NXCLOUD Platform, any application programming interface (NXCLOUD API) and/or communications services used in connection with the NXCLOUD Platform or NXCLOUD APIs.

Working Day: Monday to Friday from 9 a.m. to 6.00 p.m., in accordance with the time zone per the NXCLOUD entity providing the Service, excluding generally recognized public holidays.

SECTION 2: SCOPE

2.1 These Terms of Service apply to all agreements between NXCLOUD and you unless the Parties have expressly agreed otherwise in writing.

2.2 The applicability of any general (purchasing) terms used by service, or any other terms and conditions other than included in the agreement and these Terms of Service, is hereby expressly excluded.

2.3 The Parties hereby agree that any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by law. For the purpose of these Terms of Service, any reference to "written" or in writing" means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic transmission.

2.4 Applicable law applies to the end user services offered by customer to its end users in the country where the end user service is delivered. You shall familiarize yourself with such applicable law (including obtaining independent legal advice if necessary) applicable to the end user service. NXCLOUD makes no warranties and assumes no liability in this regard.

2.5 The NXCLOUD PRIVACY POLICY form an integral part of these Terms of Service and the agreement between customer and NXCLOUD covering customers use of the services.

SECTION 3: YOUR RIGHT AND OBLIGATIONS

3.1 Registration and use

3.1.1 By completing the registration process or by actually using the Service in a manner permitted by other platforms, you confirm that you are legal entity or other organisation with full legal capacity and the capacity to act in accordance with civil law. If you do not have the above qualifications, please do not use the Service, otherwise you and your legal guardian will bear all consequences arising therefrom, and NXCLOUD has the right to cancel (permanently freeze) your account and claim damages from you and your legal guardian. If you register on behalf of a company or other legal entity, or use the Services in a manner permitted by other platforms, you represent and warrant that you have the right to bind such company or legal entity to the terms of this Agreement.

3.1.2 You shall provide the Registration Information as required by the Platform and ensure that the Registration Information provided is true and valid. If any of your relevant Registration Information changes, you shall update the relevant Registration Information within one business day of the change. If your Registration Data is false, inaccurate, or not updated in a timely manner, NXCLOUD has the right to suspend your Services, resulting in any loss or liability to you.

3.1.3 You agree that the account name, logo, profile and other information you register will not contain any illegal or unfavourable information, that you will not impersonate any other person, that you will not register on behalf of any other person without permission, that you will not register accounts in a way that may mislead other users, and that you will not use a username that may infringe the rights and interests of others (including, but not limited to, suspected infringement of trademark rights or rights of publicity); otherwise, NXCLOUD has the right to refuse registration or to suspend the service and revoke the account number, and you will be liable for any losses incurred as a result.

3.1.4 You understand and agree that ownership of the registered account is vested in NXCLOUD. Upon completion of the registration, you will only receive the right to use the account. Otherwise, NXCLOUD has the right to revoke the account immediately and without notice, and you shall bear the losses resulting from the deletion or loss of all data, information, etc. caused by your use of the Service.

3.1.5 Upon successful registration, NXCLOUD will verify your identity using your account and password. You are responsible for maintaining the confidentiality of your account and password and are solely responsible for all activities that occur under your account and password. You agree to notify the Platform immediately of any unauthorised use of your password or account, or any other breach of security, and you agree and confirm that NXCLOUD shall not be liable for any direct or indirect loss or damage caused by the above circumstances. Your account and password may not be transferred, assigned or inherited in any way (except for property rights and interests related to the account), unless otherwise provided by law or court order and with the consent of NXCLOUD.

3.1.6 You understand and agree that if you do not access your account for more than 6 consecutive months, NXCLOUD has the right to recover the account for the purpose of website optimisation management, and you shall bear the related expenses and responsibilities.

3.1.7 After an account has been terminated or cancelled in accordance with this agreement, NXCLOUD has the right to deal with the relevant content and information of the account, including but not limited to deletion, and does not have to bear any liability towards the user.

3.2 Occupancy and access services

3.2.1 Admission: You shall register with NXCLOUD and submit the relevant materials as required by the platform before you can complete the developer approval process. After successful admission, the account will be opened automatically.

3.2.2 Access to Services: You shall select and apply for the appropriate API Call Authorisation with Communication Capability and confirm the appropriate Terms of Service. Once you have been granted the appropriate communication capability authority after verification, you can log in to the Administration Console to perform service management and other operations.

3.3 Specifications for use.

3.3.1 You will only use the Services for their intended and normal purpose and/or for the purposes agreed and described in the Agreement. Without limitation, you may not: (i) reverse engineer or otherwise attempt to gain unauthorised access to any component of the Service; ( Ⅱ ) resell the Service or otherwise use, or permit any other person to use, the Service for any purpose other than for your benefit in accordance with the Agreement; (iii) interfere with or (attempt to) disrupt the integrity or performance of the Service or any data or content contained in or transmitted by the Service; (Ⅳ) collect any data from or about the Service, except for service features provided by NXCLOUD and used expressly for such purposes; or (v) use the Service or any NXCLOUD Confidential Information for benchmarking or competitive analysis of competitive or related products or services, or to develop, market, license or sell any product, service or technology that directly or indirectly competes with the Service.

3.3.2 You will take effective measures to prevent hacking, password theft, illegal page requests and other illegal actions that endanger the information security of the communications business. You shall properly keep the interface and account password of this service and ensure the security of the terminal and network for your own use. All actions performed using the account password shall be deemed to be your actions, and the consequences of the loss or theft of the account password and network insecurity shall be borne by you.

3.3.3 You agree not to modify or interfere or attempt to modify or interfere in any way with the Platform or any other NXCLOUD website or system or any part or function of the NXCLOUD website, system or code provided to you. If you violate the above terms and conditions, NXCLOUD has the right to take measures such as warning, limiting the service, taking the application offline, deleting the application, suspending or terminating the service.

3.3.4 You are legally responsible for your own actions in using the Platform Services and for the rights and obligations between you and your clients. You shall independently develop and independently operate the application results of the Platform Services. NXCLOUD shall not be involved in the operation of your application, and you shall carry out the operation of the application in accordance with the law and independently bear the corresponding legal liability. You agree to indemnify and hold NXCLOUD and its affiliates and partners harmless from and against any and all claims, demands, or losses by any third party resulting from or arising out of any violation of this Agreement or the relevant Terms of Service.

3.3.5 You shall meet the technical and commercial requirements of NXCLOUD for the interface.

3.3.6 You may not sell, exchange, lend, sublet or sublicense the services, interfaces, data, etc. of this Agreement, in whole or in part, to any third party.

3.3.7 You agree to abide by the platform rules, specifications, etc. formulated by NXCLOUD, and to abide by the corresponding appendix according to the selected services.

3.3.8 You will not breach the Agreement or use any of the resources of the Platform in an unlawful manner; you will not sell, transfer or assign the code, API (Application Programming Interface), development tools and other Platform service resources of the Platform to any entity or person; you will only have the right to use the services of the Platform in a lawful manner in accordance with this Agreement.

SECTION 4: NXCLOUD RIGHTS AND OBLIGATIONS

4.1 NXCLOUD has the right to modify and upgrade the Platform and other operations, and has the right to formulate and modify the Platform and Service specifications. As soon as the specifications are published on the websites of NXCLOUD and its affiliated companies, they become part of this Agreement and you must comply with them. Failure to do so will result in the automatic termination of this Agreement.

4.2 NXCLOUD has the right to inspect and monitor your services for the purpose of preventing, detecting and investigating fraud, security threats, illegal activities or violations of agreements, policies or rules with you or your affiliates. NXCLOUD reserves the right to suspend or terminate the Services provided to you at its sole discretion, whether or not you and your customers are using the Services to engage in inappropriate activities, based on complaints from end users or third parties and NXCLOUD's monitoring and inspection of the Services.

4.3 NXCLOUD has the right to change some or all of the functions of its services if necessary. If the change of functions may cause an interruption or termination of the daily services, NXCLOUD will notify you and complete the repair of basic functions as soon as possible. You may choose to continue using the adjusted service features or to discontinue using the Platform Services.

4.4 Your application and the business you operate must not cause any actual or potential damage or conflict of interest to NXCLOUD and its affiliates, otherwise NXCLOUD has the right to immediately notify you and terminate all services provided by the Platform to users without any legal liability or compensation, and NXCLOUD reserves the right to pursue your corresponding liability.

SECTION 5: FEES AND PAYMENT

5.1 Fees. You agree to pay the fees set forth in the applicable invoice.

5.2 Taxes and Communications Surcharges

5.2.1 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”）. You will pay all Taxes in connection with this Agreement, excluding any taxes based on NXCLOUD's net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to NXCLOUD, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by NXCLOUD. You will provide NXCLOUD with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.

5.2.2 Exemption. If you are exempt from paying certain Taxes, you will provide the necessary exemption information as requested by NXCLOUD or a valid exemption certificate issued by the appropriate authority via e-mail to billing@nxcloud.com. You will be exempt on a going-forward basis once NXCLOUD has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes, you will promptly pay such Taxes to NXCLOUD, plus any applicable interest or penalties.

5.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, Taxes (collectively, “Fees”）, once paid, are non-refundable. Except as otherwise set forth in the applicable agreement(s).

5.4 Credit Card. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, NXCLOUD may suspend the provision of the Services to all of your accounts until the Fees due are paid in full. You are prohibited from creating new accounts until the Fees due are paid in full.

5.5 Collection. Any company in the NXCLOUD group has the right to collect your payment.

SECTION 6: CONFIDENTIALITY AND PUBLICITY

6.1 As used herein, “Confidential Information” means any information that one Party (the "Disclosing Party"） provides to the other Party (the "Receiving Party"） in connection with the Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Service will be deemed Confidential Information of NXCLOUD However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public other than as a result of a breach of the confidentiality terms of the Agreement; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in these Terms and Conditions will limit or restrict NXCLOUD's ability to use or disclose any general know-how, experience, concepts and/or ideas that NXCLOUD or its personnel acquire or obtain in connection with the performance of NXCLOUD's obligations hereunder.

6.2 The Receiving Party will maintain the Disclosing Partys Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under these Terms and Conditions. The Receiving Party will not disclose any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information and who are bound by written agreement with use and nondisclosure restrictions at least as protective as those set forth in these Terms and Conditions, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency, stock market or governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

6.3 Each Party's obligations with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years after termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

6.4 These Terms of Service of the Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Partys advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

6.5 You hereby grant NXCLOUD the right and permission to use your name, trade mark(s) and company logo in NXCLOUD's marketing, sales, financial and public relations materials and other communications to identify you as a customer of NXCLOUD. Subject to NXCLOUD's prior written consent, NXCLOUD hereby grants you the express right to use NXCLOUD's name and logo solely to identify NXCLOUD as a provider of services to you. All goodwill and enhanced reputation generated by your use of NXCLOUD's name and logo shall inure to the exclusive benefit of NXCLOUD; and all goodwill and enhanced reputation generated by NXCLOUD's use of your name and logo shall inure to the exclusive benefit of NXCLOUD. Except as expressly provided herein, neither party shall use the name(s), trademarks, logos, URLs or specifications of the other party without the prior written consent of the other party.

SECTION 7: INTELLECTUAL PROPERTY RIGHTS

7.1 NXCLOUD or other rights holders lawfully own the intellectual property rights to all content on the Platform, including but not limited to works, images, archives, information, materials, website structure, website image arrangement and page design. No one may use, modify, reproduce, publicly display, alter, distribute, or publicly perform the Platform programs or content without the written permission of NXCLOUD or other rights holders.

7.2 The intellectual property rights of an application independently developed by a developer belong to the owner; the owner agrees to grant NXCLOUD and its affiliates a free, perpetual, irrevocable, non-exclusive, transferable and assignable licence to use, access and demonstrate the products of the NXCLOUD application development platform worldwide. This licence shall not be affected by the termination of the cooperation between the parties or by the termination of this Agreement.

7.3The systems, codes, data, trademarks, etc. involved in the project cooperation under this Agreement are the property of both parties in accordance with the law. The other party shall not use, modify, copy, publicly disclose or distribute such systems, codes, data, trademarks, etc. without the written consent of the rightful owner. Failure to do so shall entitle the Proprietor to terminate this Agreement with immediate effect and to claim compensation from the other party for all losses (including, but not limited to, investigation and evidence collection costs, notarisation costs, legal fees, etc.).

7.4 You may not reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or create derivative works of NXCLOUD based on the technical interface, source code, algorithms, etc. that are open to cooperation in this project without express permission.

SECTION 8: PROMISE

Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export control and other international trade laws, regulations and governmental orders (collectively, "Anti-Corruption and Trade Laws") that are directly or indirectly applicable to the jurisdiction in which the Services are provided (including, without limitation, the United States), and (b) represents that it has not made, promised or authorised any payment or other thing of value in violation of any Anti-Corruption and Trade Laws. You will immediately notify NXCLOUD in writing of any actual or potential violation of anti-corruption and trade laws in connection with the use of the Services and will take all appropriate steps to remedy or terminate such violation, including any steps requested by NXCLOUD. If applicable, you represent that you have obtained and warrant that you will continue to obtain all licences or other authorisations required to export, re-export or transfer the Services. Each party represents and warrants that it (and, in the case of you, your end users) is not on any governmental prohibited, denied or unverified parties, sanctions, debarment or exclusion lists, or lists of restricted parties in connection with export controls (collectively, "Sanctions Lists"). If You are placed on a Sanctions List, You will immediately (i) cease using the Services, and if Your End Users are placed on a Sanctions List, You will immediately (ii) terminate Your End Users' access to the Services.

SECTION 9: INDEMNIFICATION AND DISCLAIMER

9.1 By Customer

9.1.1 Client acknowledges that access to the internet, telecommunication networks and other communication media is subject to uncertainties, including, but not limited to, availability of services, the reliability of transmission, authorizations, authenticity and data security. NXCLOUD does not warrant that the Services are, or will be completely error-free, bug-free or uninterrupted. NXCLOUD shall not be liable for any stoppages, slowdowns, interruptions of the Service, performance problems or any other problems that are due to circumstances beyond its control, including, but not limited to, disturbance of telephone and/or telecom transmissions and/or Operator networks, deficiencies or limitations in Client's hardware, systems, software, or processes, deficiencies or limitations in internet or wireless connections. In the event of an error, bug or interruption, NXCLOUD shall use its reasonable efforts to restore the Service in accordance with proper practices recognized in the industry.

9.1.2 Customer agrees to defend, indemnify, and hold harmless NXCLOUD, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorneys fees) (collectively, “Losses”） incurred in connection with claims made or brought by a third party arising from or relating to: (i) use of the Services in a manner not authorized by this Agreement, including violations applicable law, by Customer, its Affiliates, or its or their Authorized Users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer, its Affiliates, or its or their employees, agents or subcontractors.

9.2 By NXCLOUD

NXCLOUD agrees to defend, indemnify and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party Intellectual Property Rights due to Customers authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of NXCLOUD or its employees, agents, or subcontractors. Notwithstanding any of the foregoing, NXCLOUD shall have no liability for Losses arising out of (x) any combination, operation, or use of the Services with any hardware, software, or services not provided by NXCLOUD, except to the extent such combination, operation, or use is necessary for the use of the Services; or (y) use of any sample or reference code made available by NXCLOUD or any third party, via the NXCLOUD Website or otherwise.

9.3 Procedure

The total liability for NXCLOUD, if any,arising out or in connection with this Agreement (whether arising in contract, tort or otherwise)shall not exceed an amount of fees paid hereunder during the six (6) month period immediately prior to the event that gave rise to the liability.

9.4 Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR APPLICABLE SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND NXCLOUD CONTENT ARE PROVIDED "AS IS" ， “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NXCLOUD, AND NXCLOUD's SUPPLIERS, PARTNERS, AND LICENSORS, AND EACH OF NXCLOUD's AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE CONTENT ON THE NXCLOUD WEBSITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, OR COMPLETE, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMERS REQUIREMENTS. NXCLOUD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND NXCLOUD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN A BUSINESS ASSOCIATE AGREEMENT SIGNED BY NXCLOUD, NXCLOUD MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.

SECTION 10: FORCE MAJEURE

If the performance of this Agreement is impossible, unnecessary or pointless due to force majeure or other unforeseen circumstances, the party suffering from the force majeure or unforeseen circumstances shall not be liable. Force majeure and unforeseen events are objective events that are unforeseeable, unavoidable or insurmountable and have a significant impact on one or both parties, including but not limited to natural disasters such as floods, earthquakes, epidemics, etc., as well as social events such as wars, riots, government actions, disruption of main telecommunications lines, hacking, network congestion, technical adjustment of telecommunications departments, government control, etc.

SECTION 11 : GENERAL

11.1 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: (i) act as an agent; or (ii) direct or control the day-to-day activities of the other. Financial and other obligations associated with each partys business are the sole responsibility of that party and neither party has authority to bind the other party.

11.2 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 that NXCLOUD may freely assign or otherwise transfer these Terms without your consent: (i) in connection with a merger, acquisition or sale of all or substantially all of NXCLOUD’s assets; or (ii) to any Affiliate or as part of a corporate reorganization. Upon such assignment or transfer taking effect, the successor or permitted assigns (as the case may be) shall assume assignor/transferors liability and assignor/transferor is released from the same. 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.

11.3 Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in NXCLOUD 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.

11.4 Force Majeure. If the performance of these Terms is prevented, delayed, hindered or restricted, or NXCLOUD breaches these Terms due to an event of force majeure, including but not limited to: (i) natural disasters; (ii) acts of government; (iii) promulgation or change of laws, regulations or policies (including Trade Laws, sanctions, restrictive measures or regulations); (iv) strikes or unrest; or (v) any significant change of circumstances (including changes in applicable laws which would render provision of Services potentially illegal or different from that contemplated by the parties at time of the acceptance of these Terms or first download, install, access, or use the Services), foreseeable or otherwise, in no case shall NXCLOUD be liable for the breach of these Terms, or be otherwise liable for any such failure or delay in the performance of such obligations. If any of the abovementioned events persists for more than 15 calendar days, NXCLOUD may terminate these Terms, without assuming any liability, by immediate written notice to you.

11.5 This Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed and enforced in accordance with the laws of Singapore. Any dispute first arising in relation to these Terms of Service and all claims and matters will be resolved primarily through negotiation between the Parties. If the resolution is not reached through negotiation after thirty (30) working days from the date of commencing amicable dispute resolution, one party may submit the dispute to be settled by the The Singapore International Arbitration Centre(SIAC).The proceedings shall be held in English. The arbitrators decision shall be final and binding.

11.6 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 isunenforceable, the remaining portions of these Terms will remain in full force and effect.

11.7 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 third party beneficiaries to these Terms.

11.8 Modification of these Terms, the Privacy Policy and the Cookies Policy. NXCLOUD may amend these Terms, including the Additional Terms, from time to time by posting updated versions to the NXCLOUD Cloud site. Unless specifically provided in these Terms or the Additional Terms, or otherwise indicated by NXCLOUD, the amended terms will take effect within 3 calendar days after they are posted. Notwithstanding the foregoing, any changes relating to NXCLOUD's Services or product functionalities shall take effect immediately. NXCLOUD will use reasonable efforts to notify you of the changes, but you are responsible for periodically checking these Terms, including 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.

11.9 Language. All communications and notices in relation to these Terms shall be made or given in either English or Chinese. Notwithstanding the foregoing, to the extent any translations of these Terms are made, the English version shall prevail.

11.10 Notice. Any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth above (in the case of NXCLOUD) and any address registered with us (in your case) and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notwithstanding the foregoing, any notices, communications, or disclosures sent electronically by NXCLOUD through email, the platform for the Services or otherwise, shall be deemed a valid and binding notice required or permitted to be given under these Terms.

SECTION 12: CONTACT US

If you have any questions, comments or suggestions regarding this privacy policy, you can contact us by Email: compliance@nxcloud.com, Telephone Number :400-7800-900, we will respond to your request within 15 days.