Please read these Terms of Use fully and carefully before using ShanYun service and the API’s services and applications offered from time to time by ShanYun Technology Limited (“ShanYun”). These Terms of use set forth the legally binding terms and conditions for your use of the Services. If you are accepting these terms of behalf of a company, you represent and warrant that you have the authority to do so. When appropriate ShanYun and You are hereinafter referred to individually as “Party” or collectively as the “Parties”. ShanYun operates a Cloud Communication Platform and intends to provide cloud communication services to Client. Client intends to purchase such services from ShanYun. Therefore, the Parties have mutually agreed as follows:

I. DEFINITIONS

“Platform” shall mean the cloud communication platform created, maintained and run by ShanYun;
“Services” shall mean the cloud communication services provided by ShanYun to you, via the Platform;
“API” shall mean a set of functions and tools made available by ShanYun to you, which allows you to access to the Platform;
“Mobile Network” shall mean a digital cellular network connected to the Platform；

II.PROVISION OF SERVICES

Subject to the terms and conditions of these Terms of Use, ShanYun agrees to provide you with the cloud communication services.

III.PAYMENT, PRICE AND REFUND POLICY

1. The price for the Services is set forth on the web page ShanYun website. ShanYun is authorized to change the price, by providing you with advance notice by email.

2. All fees between both Parties shall be paid and settled in CNY.

3. You shall pay ShanYun the applicable price for all successful API requests you submitted the Platform, regardless of the delivery status of the Services. Successful API requests cannot be refunded.

4. ShanYun will send invoices and price change notifications to you by email. You are regarded to have received the invoices and the price change notifications on the same say.

5. The price for the Services is exclusive of any taxes and transaction fees, including but not limited to the value added taxes, withholding taxes, bank transfer charges, etc.

6. You agree to pay ShanYun in advance for the Services. ShanYun will not be obliged to perform any Services under these Terms of Use, if the Client has not provided payments in accordance with these Terms of Use.

7. ShanYun guarantees a return of all remaining balance on the Client’s accounts within 30 business days upon the termination of these Terms of Use, to a bank account or Alipay account indicated by the Client.

IV.OBLIGATIONS AND LIABILITIES

1. You must comply with the technical specifications provided by ShanYun, and acknowledges that these can be adjusted by ShanYun from time to time.

2. You are responsible, at your own expense, for providing the suitable hardware, software and infrastructure to ensure its access to the Platform.

3. You are responsible for maintaining the security and confidentiality of your account credentials and will inform ShanYun immediately if it has reason to believe that the Service is used in any unauthorized way.

4. ShanYun shall provide you Services that meet reasonable commercial standards.

5. ShanYun cannot guarantee that the Platform will be continuously available without any downtime, that the Services will never be faulty, or that all the Mobile Networks will be reachable at all times. However it will do its best effort to correct reported issues and to continuously improve the quality of its Services.

6. ShanYun does not examine, does not have any control over, and is not liable in any way for the contents and information which pass through the use of the Services. You shall be solely responsible for such contents and information. You warrant that,
(i) it will not infringe or violate the intellectual property rights of any third party;

(ii) it will not violate any law or regulation;
(iii) it will not use any Services other than as expressly authorized in these terms of use.

7. Both Parties shall fulfill its respective obligations under these terms of use. In the event one Party suffers from any loss caused by the other Party’s failure to fulfill the obligations, without limiting the right for a Party to seek to have the defaulting Party compensate the observant Party for the corresponding loss, the observant Party is entitled to terminate the partnership immediately.

8. Both Parties agree that any loss under these terms of use is limited to the direct loss with clear evidence provided. Neither party shall, in any circumstances, be held responsible for any indirect or accidental losses incurred from the other party’s fulfillment of these terms of use. Notwithstanding any provision of these terms of use to the contrary, each party’s total liabilities for any breach of or compensation for these terms of use shall not exceed the total amount of the fees you paid to ShanYun during 15 calendar days before the date of claim.

V.TERM AND TERMINATION

1. These Terms of Use shall remain in full force and effect at all times relevant to your use of the Services. 

2. You may terminate your use of the Services or your account at any time for any reason, by contacting us at yashu.jin@sohan.cn

3. ShanYun may suspend your right to use any or all Services or terminate these Terms of Use, in our discretion at any time by providing you with 30 days’ advance notice.

4. ShanYun may suspend your right to use any or all Services or terminate these Terms of Use at any time without advance notice, if you are in breach of these Terms of Use and have failed to cure such breach within 10 days.

VI.CONFIDENTIALITY

1. Confidential information under these Terms of Use refers to the business secrets, including financial secrets, technological secrets, operating know-how, or other unpublished information and documentation that are obtained or learned by the receiving Party (hereinafter referred to as the “Information Receiver”) from the owning Party (hereinafter referred to as the “Information Discloser”) or are mutually created by and become inseparable between both parties during the fulfillment of these Terms of Use, no matter whether the Information Discloser disclaims the confidentiality of such information orally, visually, or in writing when disclosing the information.

2. The information confidentiality obligations under these Terms of Use will survive 1 year after the termination of these Terms of Use.

VII.FORCE MAJEURE

1. For the purpose of these Terms of Use, an “Event of Force Majeure” means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that,

(i) such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and

(ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under these Terms of Use, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under these Terms of Use and to mitigate the consequences thereof.

2. If either Party is delayed or prevented from fulfilling these Terms of Use due to some Events of Force Majeure, the Party shall not be deemed to breach these Terms of Use and shall be excused from responsibilities of such delay or failure in fulfillment.

3. The Party affected by the Events of Force Majeure shall give a written notice to the other Party within 30 days after the event, and provide the appropriate proofs issued by the competent authority. Otherwise, the other party has the right not to recognize this event as a valid force majeure event.

VIII.INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights in all software, information, technology or data whatsoever supplied by either Party under these Terms of Use shall remain the property of that Party or its licensors.

IX.GOVERNING LAWS

Both Parties agree that the Agreement shall be governed by and construed in accordance with the laws of China, and that each Party shall submit to the jurisdiction of the courts in Longgang District, Shenzhen City.

X.GENERAL TERMS AND CONDITIONS

1. Except for the written consent of each of the Parties, none of the Parties thereto is entitled to transfer the rights and obligations arising from these Terms of Use or a portion thereof to a third party.

2. These Terms of Use and all kind of written and oral communications between the Parties relating to these Terms of Use shall be written, explained and stated in English or Chinese. If the written or oral information is exchanged in two
(or more than two) kinds of languages, Chinese shall be prevailing.

3. Any amendments to these Terms of Use shall be in writing and shall have no effect before signed by the duly authorized representatives of both Parties.

4. Parties shall discuss the provisions which are invalid or have become legally unenforceable in order to make an arrangement that replaces them, on the understanding that the purport of these Terms of Use shall continue to be kept in its entirety.