FaceID Service Agreement

I. General
1. This FaceID Service Agreement (hereinafter referred to as the "Agreement")
is a valid contract entered into by and between Beijing Kuangshi Technology
Co., Ltd. (hereinafter referred to as "MEGVII") and all corporate legal entity
customers (hereinafter referred to as "Customers") who use FaceID service
(hereinafter referred to as the "Service") regarding customers' use of FaceID
service.
2. The Agreement is applicable to all services provided by FaceID platform,
including the upgrades and updates of various products and services used by
Customers, except from single products or services otherwise expressly
specified. The Agreement includes the body of the Agreement and the
technical or service rules that have been or may be published by FaceID
platform, including the billing policy. The technical or service rules of FaceID
platform are an integral part of the Agreement and shall have the same legal
force with the body of the Agreement.
3. Customers shall acknowledge that they have carefully read and fully
understood the clauses of the Agreement (including the FaceID Data
Processing Agreement (hereinafter referred to as "DPA") in Data
Processing Addendum (DPA) before using the FaceID service, especially
the clauses about the release, waiver or limitation of liabilities as well as
separate agreements and technical documents, etc. for the opening or
use of the service. If Customers log in and use any services provided by
FaceID platform, they shall be deemed to have read and agreed to be
bound by this Agreement. If Customers do not agree on the Agreement,
they shall immediately stop using the Service.
II. Terms and Definitions (unless otherwise stated, the following terms have
their definitions as described below in this Agreement):
1. Customers: Corporate legal organizations that will connect to the FaceID
platform through the interface of their applications and websites (hereinafter
collectively referred to as "Customers' Products") that are developed and
created in their own name and for which they have obtained the legal
authorization for operation and independently assume legal liabilities after
effective application to provide various services for their users.
2. Applications: APPs and applets that are developed and created by
Customers in their own name and for which they have obtained the legal right
for operation and independently assume legal liabilities and through which
Customers obtain the FaceID service by logging into the FaceID platform.
3. FaceID platform: Website services provided by faceid.com operator,
including web service, API service and SDK service. MEGVII and Customers
agree and understand that:
3.1 MEGVII is a neutral platform service provider and it has the right to
choose customers using the Service based on the orderly operation and
healthy development of the FaceID platform.
3.2 Customers' APPs and websites, etc. are developed by Customers
themselves in their own name and for which they have obtained the legal
right for operation and independently assume legal liabilities. MEGVII will
not participate in the R&D and operation of Customers' APPs, nor modify,
edit or sort out Customers' products.
3.3 For any disputes and liabilities arising from Customers' products and
services and any consequences caused by Customers' violation of
relevant laws and regulations or the Agreement, Customers shall solely
bear the liabilities and compensate for the losses incurred, which have
nothing to do with MEGVII. If the rights and interests of MEGVII and
others are infringed upon due to Customers, Customers shall bear all the
liabilities and compensate for all the losses incurred therefrom.
4. User data: The necessary information (including but not limited to
Customers' contact email and mobile number) submitted by Customers when
they apply for using the FaceID platform and the user data submitted by
Customers during the use of FaceID platform, including but not limited to users'
valid ID information and face picture.
5. FaceID service: For legal and compliant business and to avoid damage to
Customers caused by false subject information, Customers will send a service
request to MEGVII after legally obtaining the authorization of natural person
users (hereinafter referred to as "users") who have business with the
Customers. After Customers submit their users' valid ID information and face
picture collected at site, etc. (collectively referred to as "users' information") to
MEGVII, MEGVII will conduct comparison and identification and return the
identification results to the Customers. MEGVII charges the Customers on the
basis of this service.

III. Rights and Obligations of Customers

1. Account Registration
1.1 Customers shall register customer account (hereinafter referred to as
"Account") with [Username] [Email Address] [Mobile Number] by logging into
the FaceID Platform website or other channels designated by MEGVII. Once
the customer account is successfully registered, the [username] cannot be
changed and the account shall not be transferred, lent or inherited.
1.2 When registering an account, Customers shall use the email and mobile
number for which they have the legal right to use and shall abide by relevant
agreements and rules.
1.3 To guarantee the legality and security of the Service, Customers shall not
violate the Agreement to use their account for other purposes, including but not
limited to using their account to apply for using the Service for any third-party
applications. Otherwise, MEGVII has the right to unilaterally restrict, suspend or
terminate the provision of the Service to Customers and/ or Customers'
Products at any time, and Customers and/ or Customers' Products shall not use
the Service again without MEGVII's consent.
1.4 The email address and mobile number used by Customers when they
register account are the credentials for the Customers to log in and use the
Service. Customers shall take confidentiality measures for the access codes
and passwords for the products and services. All losses and consequences
caused by the loss or disclosure of the aforesaid access codes and passwords
due to improper confidentiality measures taken by Customers or other
behaviors of the Customers shall be borne by the Customers.
1.5 Customers warrant that: The email and mobile number used for
registering the account of the Service are all legal. The email and mobile
number mentioned above used for obtaining the Service can be used for
(including but not limited to): registering an account of the Service,
submitting relevant qualification materials, confirming and agreeing on
relevant agreements and rules, choosing specific service types and
conducting payment settlement. All of these behaviors are conducted by
Customers themselves or by others authorized by Customers and are
binding upon the Customers. Besides, Customers shall bear the legal
liabilities for all the behaviors conducted by them with the
aforementioned email as the identifier.
Customers warrant that they are entities validly existing under the laws of the
country where they are located, they are qualified to perform the Agreement,
they have obtained the legal operation qualification according to relevant
national regulations for their business and they have the right to operate their
products and services according to law.
1.6 If Customers find that others have used or stolen their account and
password or find any other circumstances without their legal authorization, they
shall immediately notify MEGVII in an effective manner (including but not
limited to providing information proving the identify of Customers and relevant
identification materials, relevant facts and Customers' requirements). After
receiving effective requests from Customers and verifying their identities,
MEGVII will take corresponding measures according to the situation. If the
information provided by the Customers are incomplete and it results in that
MEGVII fails to verify the Customers' identity or judge the requests of
Customers and thus MEGVII fails to deal with the situation in a timely manner,
all losses caused to Customers due to this shall be borne by Customers
themselves. Besides, as it requires a reasonable period of time for MEGVII to
take measures for the requests of Customers, the losses caused to Customers
due to others' behaviors before MEGVII takes measures according to the
effective notification from Customers shall have nothing to do with MEGVII.
2. Qualification Materials
2.1 Customers warrant that: Customers submit the account registration
information faithfully and are responsible for the authenticity, legality,
accuracy and validity of the information; Customers are legally qualified
to use the Service, access and operate Customers' products or provide
relevant services or have passed the audit and approval of relevant
government departments; the qualification materials, relevant
qualifications or certificates of the entity and any other documents
provided by Customers are true, accurate and complete and will be
updated in a timely manner after they are changed; Customers have the
ability to perform the obligations and behaviors under this Agreement;
and Customers' performance of relevant obligations and conduct of
relevant behaviors will not violate any legal documents binding upon
them. Customers are not on the sanctions or entity list published and
updated from time to time by the Office of Foreign Assets Control of the
US Department of the Treasury and US Department of Commerce Bureau
of Industry and Security. Otherwise, MEGVII has the right to refuse or
terminate to provide the Service and punish the illegal accounts in
accordance with this Agreement, and the Customers shall be solely liable
for all the liabilities arising therefrom and all the losses caused to any
third parties and MEGVII.
2.2 Customers warrant that: The entity qualification materials (including
business license and ID card of the legal representative) and contact person's
name, address, email address and other relevant information provided by
Customers according to law and MEGVII's requirements to obtain the Service
are true and accurate and have been confirmed by the Customers by affixing
their seal.
2.3 Customers warrant that: For various services provided through Customers'
products on the FaceID platform, relevant legal qualification or relevant
departments' permission or approval has been obtained according to law and
Customers will provide relevant qualification or certification documents as
demanded by MEGVII.
2.4 Customers warrant that: All kinds of services provided by Customers'
products will be in compliance with relevant national laws and regulations, will
not violate any relevant laws and regulations, relevant agreements and rules,
and will not infringe upon anyone's legitimate rights and interests. Besides,
Customers will provide relevant certification documents such as copyright and
patent right according to the law, agreements or MEGVII's requirements if
required.
3. Paid Services
3.1 Some services of FaceID platform are provided as paid services. If
Customers wish to use the paid services, please follow the relevant special
rules.
3.2 MEGVII may modify and change the charging standard and mode of
the paid services according to its actual needs, and it may also start
charging for some free services. Prior to the modification, change or start
of charging mentioned above, MEGVII will make notification or
announcement on corresponding service page. If Customers do not agree
on the modification, change or charging mentioned above, they shall stop using
the Service.
3.3 Before using the Service, Customers shall recharge according to their
own needs. The account balance after the recharge, including but not
limited to the recharged balance and donated balance of the account can
only be used but will not be refunded.
3.4 Customers must purchase the Service according to their own needs
before using the Service. The purchased Service including but not
limited to Web service, API service and SDK service can only be used but
will not be refunded.
4. Requirements for Customers' Products
4.1 Customers shall be solely responsible for the creation, development,
editing, processing, modification, testing, operation and maintenance of
Customers' products and shall bear the corresponding expenses.
4.2 Customers' products shall comply with relevant regulations, technical
specifications or standards, etc. as well as the unified requirements on
technology and security of FaceID platform for accessed products so as to
ensure that the products can be safely and stably operated on the FaceID
platform.
4.3 The API used by Customers' products for the Service shall not be changed
in any form. Otherwise, MEGVII has the right to suspend or terminate the
provision of the Service to Customers at any time.
4.4 During the operation of Customers' products on the platform, Customers
shall provide users with timely and effective customer services. The form of
customer service includes but is not limited to informing users of customer
service channels in a clear and reasonable way and providing email/ hotline,
and Customers shall bear the customer service expenses by themselves.
4.5 Customers shall provide relevant obligees with the means of complaint in
Customers' products to ensure that the obligees can claim their rights against
the Customers if they think the Customers have infringed their legitimate rights
and interests.
4.6 Customers' products applying for using the Service shall be the APPs that
are developed and created by the Customers themselves and for which they
have obtained the legal authorization for operation and independently assume
legal liabilities. Customers shall not apply for using or use the Service on behalf
of any third party products through their account. Otherwise, MEGVII has the
right to unilaterally limit, suspend or terminate the provision of the Service to the
Customers and/ or Customers' products at any time and the Customers and/ or
Customers' products shall not use the Service again without the consent of
MEGVII.
4.7 To ensure users can correctly identify, distinguish and differentiate
Customer' products and protect users' right to know and choose and ensure the
legitimate rights and interests of third parties, the name of Customer' products
shall be associated with the Customers' APP and shall not infringe upon the
legitimate rights and interests of others in any form, and one product can only
have one name. Customers shall submit true, accurate and complete product
or website information to MEGVII, including but not limited to domain names,
links and accounts and fields assigned at other third parties. MEGVII has the
right to extract, analyze, evaluate and compare the information and provide
verification and judgment basis for the audit of authenticity, legality and security
of relevant APPs and websites.
4.8 Customers shall warrant that they have full and complete rights to the
products and their products and behaviors are true, accurate, complete and
safe rather than fraudulent, without infringing upon the legitimate rights and
interests of any third parties or violating any laws, regulations or rules.
Customers shall be solely liable for all liabilities arising from their violation of the
warranty above. If they bring any losses or negative impact to MEGVII and
relevant users, they shall be responsible for compensation and restoring
MEGVII's reputation, in which case MEGVII shall have the right to terminate the
provision of the Service.
5. Operation of Products
5.1 Customers shall operate their products and fulfill their obligations in
accordance with relevant laws and regulations and bear all liabilities, including
but not limited to:
A. Keeping log records of access and use in accordance with relevant laws and
regulations;
B. Actively cooperating with competent authority of the state to provide relevant
information according to law;
C. Taking the initiative to fulfill other due obligation according to law.
5.2 Customers warrant that:
A. User authorization: If Customers need MEGVII to process the personal
information of their users during their use of the Service of FaceID
platform, they shall ensure that, before delivering the user information to
MEGVII through API, they have obtained the legal and valid authorization
from the users required for their demanded service. The authorization
content includes that: (1) Users know and agree that the Customers
collect their identity information including name, valid ID information and
face picture that are required by Customers for using the Service and the
Customers will provide such information to MEGVII; (2) Users know and
agree that MEGVII has the right to obtain their identity information from
the Customers for the Service and then return the identification results to
the Customers; (3) Users know and agree that MEGVII has the right to
provide their identity information to cooperative third parties of MEGVII
for the Service and the cooperative third parties of MEGVII will return the
identification results to MEGVII (this authorization is only necessary
when it involves with a cooperative third party of MEGVII).
B. Customers shall be obligated to provide documents obtained related
to the authorization and consent mentioned in Article A above to MEGVII
according to MEGVII's requirements for review and confirmation. If
Customers violate the warranty above and cause any losses to MEGVII
and their users, they shall be liable for such losses, including but not
limited to the compensation for MEGVII for any losses incurred.
C. Customers' products, relevant services provided to users and relevant
information and content published shall not violate relevant laws, regulations
and policies as well as this Agreement or other relevant agreements and rules
or infringe upon the legitimate rights and interests of any person.
D. Customers shall be responsible for the management and audit of the
contents (including but not limited to valid ID information and face picture)
submitted by the users for using the products and services in Customers'
products and ensure the contents do not violate relevant laws, regulations,
policies, public order and good morals, etc. Otherwise, Customers shall delete
the contents, disconnect the access or take other effective measures.
E. In the design of Customers' products, Customers shall attach importance to
user experience, respect users' right to know and right to choose, adhere to the
principle of good faith, do not mislead, cheat or confuse users, respect users'
privacy, do not harass users, and do not create junk information.
5.3 Content use specification: Customers shall not conduct behaviors in
violation of laws and regulations (including but not limited to the followings) or
provide convenience for such behaviors:
A. Publish, transmit, disseminate or store any contents or information that
violate state laws and regulations, policies, endanger national security and
unity, social stability, public order and good morals, social morality or interfere
with the normal operation of FaceID platform and infringe upon the legitimate
rights and interests of other users or third parties (infringement of personal
privacy and personal information protection right, etc.), or insulting, defamatory,
obscene or violent contents;
B. Behaviors that oppose the basic principles set forth in the Constitution,
endanger national security, divulge state secrets, subvert state power or
undermine national unity;
C. Behaviors that detrimental to the honor and interests of the state;
D. Behaviors that incite ethnic hatred and discrimination and undermine
national unity;
E. Behaviors that undermine the state's religious policies and promote cults
and feudal superstitions;
F. Behaviors that spread rumors, disturb social order and undermine social
stability;
G. Behaviors that spread obscenity, pornography, gambling, violence, murder,
terror or abet crimes;
H. Behaviors that insult or slander others or infringe upon others' legitimate
rights and interests;
I. Behaviors that infringe upon others' legitimate rights such as intellectual
property rights and trade secrets;
J. Behaviors that maliciously fabricate facts and conceal the truth to mislead or
deceive others;
K. Publishing, transmitting and disseminating advertising information and junk
information; and
L. Other behaviors prohibited by laws and regulations.
5.4 Service use specification: Customers shall not conduct the following
behaviors (including but not limited to the followings) or provide convenience
for such behaviors (including but not limited to providing convenience for
Customers' users to conduct such behaviors):
A. Customers can only use the Service of MEGVII for civil purposes and
they shall not use the Service for any military purposes other than civil
purposes in any way under no circumstances or for purposes listed as
illegal in the country where the Customers are located or in the country
where Customers' products are used, including but not limited to nuclear
weapons, biological or chemical weapons, missiles, terrorist activities or
violations of civil rights.
B. Customers shall comply with the restrictions and supervision of all
laws, regulations and policies of the United States, the European Union
and/ or other government agencies governing operations of foreign
entities when the Service is used overseas. The Service of MEGVII or any
products developed with the Service of MEGVII shall not be resold,
exported or transferred to any specific countries or persons. Without
obtaining all the necessary approvals from MEGVII and appropriate
government agencies in advance, Customers shall not export any
products/ services of MEGVII or any technologies containing any
MEGVII's products directly or indirectly.
C. Delete, conceal or alter any patent, copyright, trademark or other ownership
statement displayed on or contained in FaceID platform;
D. Interfere with or attempt to interfere with the normal operation of any
products, part or functions of MEGVII, or making, publishing and disseminating
such tools and methods;
E. Avoid, attempt to avoid or claim to be able to avoid any content protection
mechanism, or causing users to believe that they can directly interact with the
FaceID platform and relevant products of MEGVII;
F. Use or apply for using URL address and technical interfaces, etc. of MEGVII
for third-party products in any way without obtaining the written permission from
MEGVII;
G. Automatically direct browser window to other web pages;
H. Get access to the products or services of MEGVII without authorization;
I. Customers' products contain computer viruses, Trojan viruses or other
malicious programs, etc. that may harm the rights and interests and the security
of terminal information of MEGVII or users;
J. Setting or publishing any functions or contents that violate relevant laws and
regulations, public order and good morals or social morality;
K. Publicly expressing or implying that there is a cooperative relationship
between Customers and MEGVII, including but not limited to cross
shareholding, commercial intercourse or cooperative relationship, or claiming
that MEGVII recognizes the Customers;
L. Conduct reverse engineering, reverse assembling or decompiling for the
technical data in the Service of MEGVII, or attempting to discover the source
code of the Service in other way;
M. Using FaceID platform to mislead and deceive others;
N. Destroying the normal operation of FaceID platform and intentionally
spreading computer viruses and other destructive programs;
O. Fraudulently obtaining an account with false information or submitting an
account portrait, personal profile and other registration data with illegal or bad
information;
P. Sharing the customer account with others for use, or assisting others in any
way to use Crawler and Spider, etc. to crawl the content on FaceID platform;
Q. Using the FaceID platform and other services provided by MEGVII in any
unlawful manner, for any unlawful purpose, or in any manner inconsistent with
this Agreement;
R. Customers shall not utilize the Service and identification results of MEGVII to
provide the same or similar services under the Agreement to any third parties.
S. MEGVII shall not conduct human intervention to the identification
results to ensure the objectivity of the identification results. The
identification results are for the reference for Customers' internal
decision-making only and they do have evidentiary effect at any time. For
the identification results in doubt, Customers shall take other means to
further check them and make independent business judgment by
referring to the identification results fed back from MEGVII and
independently bear liabilities for their own business activities.
T. Other behaviors or contents deemed as undesirable or inappropriate by
MEGVII.
U. If Customers violate the provisions above, MEGVII has the right to delete the
infringing content, punish the account in violation with regulations, terminate,
fully or partially suspend, or restrict the use of the FaceID platform by
Customers at any time without notifying them. If Customers find that any person
violates the provisions of this Agreement or uses the FaceID platform in an
improper way, they shall make a complaint to MEGVII immediately and MEGVII
will deal with it according to law.
5.5 Third-party software or technology may be used in the Service. If
used, MEGVII warrants that it has obtained legal authorization.
Meanwhile, MEGVII will display relevant agreements or other documents
in accordance with relevant laws and regulations or agreements. The
aforesaid relevant agreements or other documents displayed in various
forms shall form an integral part of the Agreement and shall have the
same legal force with the Agreement. Customers shall comply with these
requirements. Otherwise, all the liabilities arising therefrom shall be
borne by the Customers. Any disputes arising from the third-party
software or technology used in the Service shall be settled by the third
party.
6. Audit of Customers' Products
6.1 MEGVII has the right to audit the way the Customers use the Service and
has the right to decide whether to agree on such way at its own discretion. If it is
found that Customers violate the Agreement and any laws and regulations or
MEGVII thinks the products do not meet its requirements or users' needs based
on its own independent judgment, MEGVII has the right to suspend or
terminate the provision of the Service to Customers. To avoid ambiguity, unless
otherwise provided by law, whether MEGVII will audit the way Customers use
the Service shall be determined by MEGVII according to the actual situation
and whether MEGVII conducts the audit according to Article 6.1 and 6.2 shall
not exempt the Customers from complying with and performing their obligations
under the Agreement.
6.2 Customers understand and agree that the audit conducted by MEGVII for
the products and the way the Customers use the Service does not mean that
MEGVII will participate in the R&D and operation of the products or modify, edit
or sort out the products. For any disputes and liabilities arising from the
products and services and any consequences caused by Customers' violation
of relevant laws and regulations or the Agreement, Customers shall solely bear
the liabilities and compensate for the losses incurred, and they have nothing to
do with MEGVII. If the rights and interests of MEGVII and others are infringed
upon due to Customers, Customers shall bear all the liabilities and compensate
for all the losses incurred.
7. Licensed Scope of Service
7.1 MEGVII authorizes Customers a revocable, non-sublicensible,
non-transferable and non-exclusive license to use the Service of FaceID
platform in a specific area (the authorized area is confirmed by Customers and
MEGVII by signing a paper contract).
7.2 All other rights not expressly authorized in the Agreement shall still be
reserved by MEGVII and Customers shall obtain additional written permission
from MEGVII to exercise these rights. Failure to exercise any of the foregoing
rights by MEGVII shall not constitute a waiver of such rights.
7.3 The FaceID platform service provided by MEGVII to Customers will be
provided "as it is" and MEGVII will not ensure any marketability and safety of
the products developed by Customers using the Service or based on the
Service, nor guarantee that the products developed by Customers using the
Service can meet specific purposes or specific uses.
8. Rules on User Data
8.1 Provisions set forth in the FaceID Data Processing Agreement (DPA) shall
be fully applicable to the processing of user data (including any personal
information) involved under the FaceID service. Provisions of DPA shall be
subject to the agreement text published on FaceID platform, please refer to:
Data Processing Addendum (DPA) for details. DPA constitutes a part of the
Agreement. In terms of processing of user data, in case of any conflict between
DPA and the Agreement and/ or any other agreements between MEGVII and
Customers, the DPA shall prevail, except in the case that MEGVII and
Customers expressly agree in writing to exclude some provisions of the DPA.
8.2 The collection, storage and use of user data by Customers' products must
meet the following requirements:
A. If Customers' products need to collect any user data, the explicit consent of
the users must be obtained in advance, only user data necessary for the
operation and functional realization of Customers' product programs and
service purposes can be collected, and the users shall be informed of the
purpose, scope and usage of the user data collected so as to protect their right
to know.
B. After collecting users' data, Customers must take necessary protection
measures to prevent users' data from being stolen or leaked.
C. Customers shall provide the users with the means to modify and delete the
user data, ensuring that the users can delete their data on their own when they
request that and the data can be completely deleted.
8.3 Without MEGVII's consent, Customers shall not collect, store, capture or
obtain any data considered as sensitive information by MEGVII through the
Service, including but not limited to the content of FaceID platform and user
data, and Customers shall not use or provide the said data lawfully obtained to
their users or use the data to create, supplement or maintain their own relation
chain.
8.4 Without MEGVII's consent, Customers shall not use the data obtained
through the Service to carry out or in disguise carry out any form of promotion,
marketing or advertising.
8.5 MEGVII has the right to restrict or prevent Customers from accessing user
data and FaceID platform data.
8.6 Customers shall use the identification results of MEGVII within the scope
permitted by relevant laws and regulations, keep the identification results
confidential, not save, backup and share the identification results or use the
identification results for any products other than Customers' products. Any
activities that infringe upon users' legitimate rights and interests such as
abusing, selling or disclosing personal information or infringing upon personal
privacy and right of portrait shall not be conducted.
9. Legal Liabilities
9.1 Customers warrant that: Customers' use of the Service and any
behaviors of Customers will not infringe upon anyone's legitimate rights
and interests, etc.
9.2 Customers understand and agree that: (1) if MEGVII, for the first time
or second time, discovers by itself or through relevant department's
information or complaints of obligees that Customers may infringe upon
the legitimate rights and interests of others, MEGVII has the right to make
an independent judgment on its own based on the understanding of
ordinary people to determine whether the Customers infringe upon the
legitimate rights and interests of others. If MEGVII thinks that the
Customers infringe upon the legitimate rights and interests of others
indeed based on its judgment, (2) such as using any technology or
product developed by using the Service for purposes prohibited by
Clause A and/ or B of Article 5.4 of this Agreement, or (3) being listed on
the sanctions or entity list published and updated from time to time by
the Office of Foreign Assets Control of the US Department of the
Treasury and US Department of Commerce, Bureau of Industry and
Security, MEGVII has the right to unilaterally take one or any of the
following measures at any time.
A. Terminating the use of the FaceID platform service by Customers' products
or Customers;
B. Investigating the legal liabilities of Customers;
C. Announcing the behaviors of the Customers;
D. Informing relevant regulatory authorities of all the customer information in
MEGVII's possession;
E. Other measures deemed appropriate by MEGVII. For the APPs that
infringe the legitimate rights and interests of others, if it is assumed that
they will no longer infringe the legitimate rights and interests of others
after modification by Customers, Customers agree that MEGVII is still
entitled to take the modified product offline. Besides, if necessary,
Customers can access the modified product that will no longer infringe
the legitimate rights and interests of others to FaceID platform as a new
product according to the process and regulations of FaceID platform.
9.3 All disputes and responsibilities arising from any behaviors or
measures taken by MEGVII to Customers or Customers' products
according to the provisions above or other relevant provisions of the
Agreement or due to Customers' violation of relevant laws and
regulations shall be borne by Customers themselves, and customers
shall also bear all the liabilities for any losses caused to themselves or to
MEGVII or others incurred.

IV. Rights and Obligations of MEGVII

1. MEGVII will provide corresponding services to Customers according
to the service type selected by Customers. Customers understand and
agree that based on many factors such as user experience, the operation
safety of MEGVII or FaceID platform, the rules and requirements as well
as healthy development of the platform, etc., MEGVII has the right to
choose the objects of provision of services or cooperation, determine the
objects and scope of function opening, data interface and data
disclosure and suspend or terminate the provision of the Service to
Customers or APPs involving the following (including but not limited to)
circumstances according to specific circumstance:
1.1 Violating laws and regulations or the Agreement;
1.2 Affecting user experience;
1.3 Having potential safety hazard;
1.4 Violating the operation principles of FaceID platform or failing to meet other
management requirements of MEGVII.
2. Protecting the security of Customers' information is a basic principle
of MEGVII. Without the consent of Customers, MEGVII will not disclose or
provide Customers' information to any companies, organizations or
individuals other than MEGVII, except under the following
circumstances:
2.1 Customers' information may be provided according to the Agreement or
other relevant agreements and rules;
2.2 Customers' information may be provided according to laws and regulations;
2.3 Customers' information shall be provided at the request of administrative,
judicial or other government departments;
2.4 Customers agree that MEGVII provides their information to a third party;
2.5 Customers' information is required to settle report events and file lawsuits;
2.6 Customers' information are required for taking necessary reasonable
actions to prevent the occurrence of serious illegal acts or suspected criminal
acts;
3. Although MEGVII has made great efforts to protect Customers' user
information, Customers' user information may be leaked or stolen due to
force majeure or non-MEGVII factors under existing technical safety
measures as well. For the losses caused to Customers thereby,
Customers agree that MEGVII can be exempted from liabilities.
4. MEGVII has the right to develop and operate products that are similar
to or compete with Customers' APPs, and MEGVII does not guarantee
that there will be no products used by other customers with this Service
on the FaceID platform to compete with the functions of Customers'
products.
5. MEGVII may transfer some or all of its rights and obligations under this
Agreement to others. If Customers do not agree on such transfer, they
have the right to stop using the Service under the Agreement. Otherwise,
they will be deemed to have accepted it.
6. Customers understand and agree that MEGVII will try its commercially
reasonable efforts to ensure the data storage security of Customers
during their use of the MEGVII's FaceID platform service. However,
MEGVII will not provide absolute guarantee in this regard, including but
not limited to the following circumstances:
6.1 MEGVII will not be liable for the deletion or storage failure of Customers'
relevant data;
6.2 MEGVII has the right to determine the maximum storage period of data of
Customers during their use of MEGVII's FaceID platform service and the data
storage space for Customers allocated on the server according to applicable
laws and the actual situation. Customers can back up the Service and relevant
data in the Service according to their own needs.
7. Unless otherwise agreed, MEGVII does not need to pay any fee to
Customers for its rights and interests enjoyed under this Agreement.

V. Release and Waiver of Liability

5.1 Customers understand and agree that: in view of the particularity of
network service, MEGVII has the right to change, suspend or terminate
part or all of the services at any time according to the overall operation of
FaceID platform or relevant operation regulations and rules without
notifying the Customers. If this causes any losses, the Customers agree
to waive their liability against MEGVII.
5.2 Customers understand and agree that: to provide Customers with
better services, MEGVII has the right to overhaul, maintain and upgrade
the platform providing the Service or relevant equipment regularly or
irregularly. Under this condition, relevant services may be interrupted or
suspended within a reasonable period of time. If this causes any losses,
the Customers agree to waive their liability against MEGVII.
5.3 Customers understand and agree that: MEGVII's services are
provided on the basis of existing technology and conditions. MEGVII will
do its best to provide services for Customers to ensure the continuity
and security of services but MEGVII will not guarantee that the services
provided are completely impeccable, nor always predict and prevent
risks in law and technology, etc., including but not limited to the service
interruptions, data loss and other losses and risks that may be caused by
force majeure, viruses, Trojan viruses, hacker attacks, system instability,
third party service defects and government actions. Therefore, the
Customers also agree that: even if there are defects in the services
provided by MEGVII, the defects are unavoidable due to the technical
level of the industry at that time and they will not deem MEGVII as
breaching the contract. For the data or information loss or other losses
caused to Customers thereby, Customers agree to waive their liability
against MEGVII.
5.4 Customers understand and agree that: during the use of the Service,
the Service may be interrupted due to risk factors such as force majeure.
Force majeure refers to unforeseeable, insurmountable and unavoidable
objective events that have a significant impact on one or both parties,
including but not limited to natural disasters such as floods,
earthquakes, epidemics and storms, as well as social events such as
war, turmoil and government actions. In case of the force majeure above,
MEGVII will try to cooperate with relevant units in the first time and carry
out repair in a timely manner. If this causes any losses to Customers, the
Customers agree to waive their liability against MEGVII.
5.5 Customers understand and agree that: if losses are caused to
Customers due to service interruption or obstruction under any of the
following circumstances, the Customers agree to waive their liability
against MEGVII:
5.5.1 Being damaged by computer viruses, Trojan viruses or other
malicious programs or hacker attacks;
5.5.2 Failure of computer software, system, hardware and
communication lines of Customers or MEGVII;
5.5.3 Improper operation of Customers;
5.5.4 Customers' use of the Service without authorization from MEGVII;
5.5.5 Other circumstances beyond MEGVII's control or that cannot be
reasonably foreseen by MEGVII.

VI. Suspension or Termination of Service

1. If Customers notify MEGVII in writing that they do not accept the Agreement
or the modification to the Agreement, MEGVII has the right to suspend or
terminate the provision of the Service to the Customers at any time.
2. If Customers are unable to continue to use the Service or MEGVII fails to
provide the Service due to force majeure, MEGVII has the right to terminate the
Agreement at any time.
3. In the event of the occurrence or realization of other conditions for service
suspension or termination set forth in the Agreement, MEGVII has the right to
suspend or terminate the provision of the Service to Customers at any time.
4. If Customers register/ apply for using the Service directly or indirectly or in
others' name after they violate the Agreement and MEGVII terminates the
provision of the Service to them according to the Agreement, MEGVII has the
right to suspend or terminate the provision of the Service to them directly and
unilaterally.
5. If the Agreement or the Service is terminated for any reason, MEGVII
can retain or delete all data in Customers' account according to the
Agreement, including any data that has not been completed by the
Customers before the termination of the Service. After the Service is
ceased, terminated or cancelled, MEGVII shall not be obliged to return
any data to the Customers.
6. If the Agreement or the Service is terminated for any reason,
Customers shall handle the backup of data and related matters with their
users, etc. on their own, and shall be liable for the losses of MEGVII
caused thereby.

VII. Notice
1. MEGVII may send all kinds of rules, notices, hints and other information
about the Service to Customers in one or any forms, such as web
announcement, web hint, email, SMS, regular letter and sending messages
within the management system of the service account registered by the
Customers. Such information shall be deemed to have been accepted and
agreed by Customers and shall be binding upon the Customers if they are
published or sent in any of the foregoing ways. Customers shall notify
MEGVII in writing if they do not agree on such information, otherwise
they are deemed to have accepted and agreed on them.
2. If Customers fail to receive relevant rules, notices, hints or other information
due to errors in the email, mobile number and contact address, etc. provided by
them, Customers shall be deemed to have accepted and agreed on such
information and such information shall be binding upon them, and all
consequences and liabilities arising therefrom shall be borne by Customers.
3. Customers agree that MEGVII or its partners may send other various kinds of
information irrelevant to the Service to Customers' email and mobile number,
etc., including but not limited to commercial advertisements.
4. If Customers need to notify MEGVII of any matter, they shall notify MEGVII in
writing according to the contact information officially published for the Service.

VIII. Intellectual Property

1. The intellectual property rights of the information content (including but not
limited to the identification results) provided by MEGVII in the Service shall be
owned by MEGVII, except those owned by others according to law. Unless
otherwise specially stated, the copyright, patent right and other intellectual
property rights of the software on which MEGVII provides the Service shall be
owned by MEGVII. The aforesaid and any other intellectual property rights
legally owned by MEGVII according to law shall be protected by law, and
Customers shall not use them or create any derivative works based on them in
any form without the written permission of MEGVII.
2. Customers only have the right to legally use the Service or related API in
accordance with the Agreement, and all rights related to the API related to the
Service, such as copyright and patent right, shall be owned by MEGVII. Without
the written permission of MEGVII, Customers shall not use them in violation of
the Agreement or laws or sell, transfer or sublicense the code, API and
development tools of MEGVII to any units or individuals.

IX. Miscellaneous
1. The content of the Agreement shall also include the agreement or rules set
forth in the annex hereto and other relevant agreements and rules continuously
published by MEGVII regarding the Service. The foregoing content shall form
an integral part of the Agreement once being officially published and shall be
observed by Customers. In case of any conflict between the content above and
the Agreement, the Agreement shall prevail. Once Customers register or use
any services under the Agreement, they shall be deemed to have read and
agreed to be bound by this Agreement and the content above. MEGVII has the
right to unilaterally modify this Agreement or the content above if
necessary. If Customers continue to use the Service after relevant
content is changed, they shall be deemed to have accepted the modified
content. Customers shall stop using relevant service if they do not
accept the modified content.
2. The Agreement is signed in Haidian District, Beijing, P.R.C.
3. The establishment, entry into force, performance, interpretation and dispute
settlement of the Agreement shall be governed by the laws of the mainland of
the People's Republic of China (excluding the conflict of laws).
4. Any disputes between Customers and MEGVII shall first be settled
through friendly negotiation. If the negotiation fails, both parties agree to
refer the dispute to the people's court with jurisdiction in the place where
this Agreement is signed for settlement.
5. The headings of all the provisions of the Agreement are for reading
convenience only and have no practical meaning and cannot be used as the
basis for interpretation of the Agreement.