Cloud Services Agreement
Last updated on September 26, 2021
This Cloud Services Agreement (this "CSA") is an agreement between the user (hereinafter referred to as "User", or "you") and TeamCode, which TeamCode will provide services (“Services”) for you in accordance with the contents agreed in. "TeamCode" refers to Shanghai Ninemarks Network Technology Co., Ltd., TeamCode.cloud and / or its possible related service operation affiliated units.Your use will be deemed as full acceptance of all contents of CSA and subsequent amendments. Please read all the terms and conditions of CSA carefully.
If you are a minor or a person of limited civil capacity, please read and determine whether you agree to CSA with a legal guardian. The exercise and performance of the rights and obligations of a minor or person of limited civil capacity under CSA is deemed to have been approved by the guardian.
1. Registration and Your Account
1.1 To register to use the Services, you must create a username and password and provide us with the information requested in the registration process. You must provide complete and accurate information during the registration process and agree to update your information to ensure it remains accurate. You are responsible for (a) keeping your account credentials secure at all times and (b)the activities of anyone using your account. You must contact us immediately if you believe that there was any unauthorized access to your account or if your account information is lost or stolen.
1.2 If you are using the Services as an employee, contractor, or agent of an entity, then (a) you must be authorized to bind such entity in order to accept the terms of this CSA, and (b) you represent and warrant to us that you have the authority to do so.
2. Use of the Services
2.1 You may access and use the Services provided by TeamCode solely in accordance with this CSA. If your use of the Services does not comply with this CSA or the applicable laws and regulations of your and/or TeamCode's location, TeamCode reserves the right to deactivate your account independently and without prior notice and/or consent of the user.
2.2 You represent, warrant and covenant to us that you will not:
a) use the Services to store, transmit, publish or make available any content that is false, defamatory, harassing, obscene, illegal, violating privacy rights or any other third-party rights, or containing viruses, malware or any other malicious code;
b) access or use the Services for any illegal or unlawful purpose or any purpose that violates this CSA;
c) use the Services to cause damage or injury to any person or property;
d) use the Services to build similar or competitive products or services;
e) upload, publish or otherwise transmit content that infringes on the intellectual property rights of any person, such as patents, trademarks, copyrights, trade secrets, etc.;
f) reverse engineer, decompile, disassemble, or extract any element of, use data gathering or extraction tools, or otherwise discover any source code, object code, software programs, processes, algorithms, methods, techniques, data, or information embodied in the Services;
g) interfere with or damage the proper functioning of other users' use or enjoyment of the Services;
h) tamper with, hack, or otherwise disrupt any computer system, server, or networked device associated with the Services;
i) remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Services; or
j) attempt to do any of the foregoing prohibited activities. (collectively, the "prohibited activities")
If the user's behavior or his/her uploaded content contains any of the above-mentioned violations of policy and law, the user shall directly bear all negative consequences resulting from the above. If this causes negative consequences for TeamCode, the user shall be responsible for eliminating the effects and compensating for all losses resulting from this.
2.3 You acknowledge and agree that TeamCode may engage third-party service providers to provide services to TeamCode in connection with our provision of the Services.
2.4 You agree that TeamCode may collect and use non-personal, anonymous, aggregated, statistical, performance or de-identified data, and other performance information for legitimate business purposes, such as support, reporting, research, improvements to Services, industry partnerships, and other legitimate internal business purposes.
2.5 If you obtain or use any third-party products or services in connection with your use of the Services, you are solely responsible for evaluating and assessing such products or services to determine whether they meet your requirements. Any use of such third-party products or services are solely between you and the applicable third party, and TeamCode will have no liability with respect to such third party's products or services.
3. Fees and Payment
3.1 You can subscribe to TeamCode's Cloud Services by topping up or otherwise paying for them, and Teamcode will calculate and bill your usage of the TeamCode's Cloud Services by traffic or time. You hereby authorize TeamCode (or our designee) to charge you at any time as agreed based on traffic or time statistics, the amount of which may vary depending on how much you use the Services. All payment obligations are non-cancelable, and all amounts paid are non-refundable. We may adjust TeamCode's fees and charges by updating the CSA and related systems.
3.2 You need to provide certain financial information to us before you begin using the Services. This financial information will solely be used for billing and payment purposes.
3.3 You agree to reimburse TeamCode for any sales, value-added or other similar taxes imposed by applicable Law that TeamCode must pay based on the Services you ordered. If TeamCode has the legal obligation to pay or collect taxes for which you are responsible under this Section 3.3, TeamCode will invoice you and you will pay that amount to TeamCode. Taxes will not be deducted from payments to TeamCode, except as required by applicable Law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, TeamCode receives and retains an amount equal to the amount it would have received had no such deductions or withholdings been made. Also, you will reimburse TeamCode for reasonable expenses related to providing the Services, such as the transaction fees charged by banks in the process of your payment to TeamCode. Except as otherwise expressly provided herein, all fees and expenses paid to TeamCode are non-refundable.
3.4 Any late payments shall be subject to a service charge equal to five ten thousandths of one percent (0.05%) of the amount due per day.
3.5 You can use the features and content of the free Service provided by TeamCode for free without paying for them.
4. Change, Interruption and Termination of the Services
4.1 You understand and agree that TeamCode may change the content of the Services and may interrupt, suspend or terminate the Services due to adjustments in its business strategy. In the event of a merger, demerger, acquisition or transfer of assets, TeamCode may transfer the assets under the Service to a third party; TeamCode may also, upon unilateral notice to you, transfer some or all of the Services and the corresponding rights and obligations under this CSA to a third party for operation or performance.
4.2 You may terminate these Terms at any time by notifying us by sending an email to firstname.lastname@example.org to delete or directly delete all clusters you have created using the Services.
4.3 If either party breaches a material term of this CSA and fails to cure the breach within thirty (30) days of written notice of such breach, then the breaching party is in default and the non-breaching party may terminate this CSA on or after such thirty (30)-day cure period. If TeamCode terminates this CSA as specified in the preceding sentence, you must pay within thirty (30) days all amounts which have accrued up to and including the termination date, as well as all sums remaining unpaid for the Services ordered under this CSA, plus any applicable taxes and expenses. The non-breaching party may agree in its sole discretion to extend the thirty (30)-day cure period for so long as the breaching party continues to use reasonable efforts to cure such breach.
4.4 Specifically, if the fees remaining on your account are insufficient to pay for the Services you have subscribed to, we reserve the right to discontinue those services and retain the data for you for a period of thirty (30) days, at which time we will delete the data if you have not paid the fees in full. If at that time there are still outstanding payments, you will continue to be obligated to pay.
4.5 TeamCode reserves the right to immediately suspend your access to or use of the Services or terminate this CSA without notification if:
a) a.we believe that there is a significant threat to the functionality, security, integrity, or availability of the Services or to TeamCode's other customers, including if the Services are experiencing a DDoS attack or other attack or disruption outside of our control;
b) b.We believe that you have engaged in prohibited activities as set forth in Section 2.2;
c) c.we need to do so to comply with the Law or requests of governmental bodies;
d) d.we believe that you cease to operate in the ordinary course, make an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
When reasonably practicable and lawfully permitted, TeamCode will provide you with advance notice of any such suspension or termination. TeamCode will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. Any suspension or termination under this Section 4.4 shall not excuse you from your obligation to make payments under this CSA; provided that, for clarity, no use fees shall accrue during any such period of suspension.
4.6 The following Sections will survive the termination or expiration of this CSA: Sections 3.1 to 3.4, Sections 5.3 to 5.4, Section 8, and Section 11.
5. Intellectual Property
5.1 The visual interfaces, graphics, designs, compilations, information, data, computer code (including source or object code), products, software, services and all other elements of the Website ("Materials") provided by TeamCode are protected by international copyright conventions, the Copyright Law of the People's Republic of China, the Patent Law, and other intellectual property laws and regulations. All materials provided by TeamCode are the property of TeamCode or its third party licensors.Subject to your compliance with this CSA, we hereby grant you a limited, revocable, non-exclusive, non-disclosable, non-transferable, worldwide license to access and use the Services provided by TeamCode as agreed in this CSA.The intellectual property rights owned and enjoyed by TeamCode do not transfer as a result of any use by the user.
5.2 The original data you publish and create by TeamCode is your own and you have the right to dispose of it in any way, including copying, exporting and deleting it from the platform.You hereby consent to our use of Your Content to (a) provide you with the Services, (b) prevent or address technical issues with theServices, (c) otherwise perform our obligations set forth in this CSA and (d) comply with applicable Law. TeamCode will not use, modify, reproduce, publicly distribute, alter, disseminate, distribute or publicly publish the results of your intellectual property rights without your consent.
5.3 You represent and warrant to us that the content you post or create on the relevant TeamCode platform does not violate this CSA, any applicable laws or the intellectual property rights or other rights of any third party. In case of any claims or damages to TeamCode arising from the infringement of third party rights by the content you have posted or created, you shall be responsible for eliminating any negative impact on TeamCode and compensating it for all damages suffered.
5.4 Notwithstanding any agreement to the contrary, TeamCode may collect service data to develop, support, modify, improve and operate its products and services (including, but not limited to, Cloud Services). TeamCode will not share any service data that includes your Confidential Information with third parties, except a) as permitted by this Section 9 (Confidentiality), or b) where the service data is aggregated or anonymized in such a way that you cannot be identified.
6. Content Protection and Data Privacy
You undertake to comply with the export control laws and regulations of the United Nations, China, the United States and other countries to which this CSA apply, and not to use the services or products provided by TeamCode for purposes prohibited by applicable export control laws and regulations. You and other persons or entities authorized by you to use TeamCode’s services or products will not provide controlled technology, software or services through TeamCode’s services or products to entities or persons prohibited by applicable export control laws and regulations, except with the permission of the relevant authorities.
8. Limitations of Liability
8.1 To the fullest extent permitted by law, TeamCode shall in no event be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, loss of goodwill or any other intangible losses) arising out of or in connection with your access to or use of, or inability to access or use, TeamCode's services.
8.2 To the fullest extent permitted by law, TeamCode's total liability to you shall be limited to direct damages sustained by you up to a maximum amount of the fees paid by you to TeamCode under the applicable order form.
TeamCode is committed to maintaining the confidentiality of the information you submit or become aware of when registering for an account or using TeamCode's product and/ or services, and not to disclose your information to third parties, unless:
a) available under this CSA or other service agreements, contracts, online terms, etc. between you and TeamCode;
b) according to the provisions of laws and regulations or administrative, judicial and other authorities should provide the requirements;
c) subject to the obligations agreed herein, the confidential information is publicly available or accessible from the public domain.
10. Force Majeure
Neither party shall be responsible for failure or delay of performance if caused by any cause beyond such party's reasonable control, including war, hostility, or sabotage, catastrophe, acts of terrorism (including cyberterrorism), acts of God, pandemic, epidemic, electrical or telecommunication (including Internet) outage, fire, explosion, earthquake, flood, severe storm, strike, embargo, labor dispute, quarantine, acts of civil or military authority, acts or omissions of Internet traffic carriers, acts or omissions of regulatory or governmental bodies (including the passage of Laws, the denial or cancellation of any export, import or other license, or other acts of government that impact the delivery of any services). Both parties will use reasonable efforts to mitigate the effect of any such force majeure event. If such an event continues for more than thirty (30) days, either party may cancel unperformed services and affected orders upon written notice. This Section 10 does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for products and services ordered or delivered hereunder.
11. Governing Law and Claims
11.1 The laws of the People's Republic of China shall apply to the entry into force, performance, interpretation and dispute resolutions of this CSA. The partial invalidity of this CSA of Services due to their contradiction with the current laws of the People's Republic of China shall not affect the validity of the other parts. The parties agree that the latest version of the TeamCode CSA of Services, to which you have agreed, shall prevail in the settlement of disputes.
11.2 In the event of any dispute regarding the content of this CSA or their implementation, the dispute shall be settled amicably as far as possible; in the event that such negotiation fails, all parties to the dispute agree to submit the dispute to arbitration by the Shanghai Arbitration Commission in accordance with its arbitration rules. The arbitral award shall be final and legally binding on all parties.
12. Modification of Terms and Notice
12.1 TeamCode reserves the right to amend this CSA as required by changes in national policy, technical conditions, product functionality, etc. and to publish the amended terms.
12.2 Once the aforementioned content is officially released, TeamCode will remind you of the updated content in an appropriate manner (including but not limited to pop-ups, emails, internal letters, website announcements, etc.) so that you are aware of the latest version of these terms and conditions.
12.3The modified content will form an integral part of this CSA and you shall comply with it as well. If you have any objections to the modified agreement, please stop logging in and using related services provided by TeamCode immediately. If you log in or continue to use those services, you are deemed to have fully read, understood and accepted the updated agreement and are willing to be bound by it.