Donyx Terms of Service (PRC Jurisdiction Version)

1. PARTIES AND CONCLUSION OF THE AGREEMENT

1.1. These Terms of Service (hereinafter referred to as the “Terms of Service” or the “Agreement”) define the legally binding terms and conditions governing the use of the Service (as defined in Clause 2.1), including any software, platform, application, tools, or other components required to deliver or support the Service. This Agreement applies to all access to and use of the Service by the Customer and its authorized users, as provided by Donyx through cloud-based or internet-accessible platforms, and, where applicable, to other delivery models (e.g., on-premises) or software components when they are provided by Donyx. The term “Service” shall apply equally whether a single service or multiple services are used concurrently by the Customer under this Agreement.

1.2. These Terms of Service are made between the entity named in the main account of the Service (hereinafter, the “Customer”) and one of Donyx’s entities that provides the relevant Service (hereinafter, “Donyx”).

1.3. Your consent to be legally bound by the Terms of Service is given at the time of registering your account or at the time of first access to your account by ticking the “Accept” box or clicking “Register”, “Sign Up”, “Log In”, or any other equivalent button. By providing such consent, you also confirm that you have been introduced to, have acknowledged, and have accepted the additional commercial and technical conditions and/or requirements specified in Clause 2.3. If you are entering into this Agreement on behalf of your employer or another legal entity, you represent and warrant that you have the legal authority to bind that entity as the Customer. If the Customer does not agree to all of the terms, you must not complete the registration or login process, and you are not authorized to access or use the Service. The Customer’s continued use of the Service provided by Donyx constitutes assent to this Agreement.

1.4. By entering into this Agreement, you represent that you will use the Service primarily for business purposes. The Service is not designed for, and shall not be provided to, consumers. However, if any provision of this Agreement is found to be a standard clause (格式条款) that is unenforceable against a user qualifying as a consumer under the Law of the PRC on the Protection of Consumer Rights and Interests, or if it violates the mandatory provisions of the Civil Code of the People’s Republic of China regarding standard clauses (including, but not limited to, Articles 496 and 497), that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent of the Parties.

 2. SERVICES

2.1. Subject to the Customer’s full compliance with the Terms of Service, Donyx will provide the Customer with a subscription to access its cloud-based services (the “Service”).

2.2. Except for the Customer’s software, the Service and the software underlying or used to deliver the Service will be hosted on servers under the control or direction of Donyx or its third-party providers.

2.3. The Service is subject to additional commercial terms, technical descriptions, specifications, manuals, instructions, components, functionalities, requirements, parameters, and safety guidelines that are described in the Donyx Wiki Knowledge Base and/or introduced to the Customer by other means in respect of each Service. Donyx may make changes, patches, or improvements to the Service or its components at its sole discretion.

2.4. The Customer shall comply with this Agreement and ensure that its employees, agents, contractors, vendors, clients, and any other persons gaining access to Donyx’s network — whether on the Customer’s behalf, through the Customer’s access credentials, via the Customer’s equipment, or by any other means — comply with: (a) all technical documentation, safety, security, operational, legal, and other requirements or limitations applicable to the Service under this Agreement, whether set out in materials referenced in Clause 2.3, communicated through system notifications, support channels, or otherwise made available by Donyx; and (b) all applicable laws, rules, and regulations governing the use of the Service and any related activities carried out in connection with the Service, this Agreement, or policies issued and communicated by Donyx, including the Cybersecurity Law of the PRC (CSL), the Data Security Law of the PRC (DSL), and the Personal Information Protection Law of the PRC (PIPL).

2.5. The Customer may be allowed or required to install or use certain software provided by Donyx or third parties that is necessary for access to or use of the Service. For the avoidance of doubt, this software is neither sold nor distributed to the Customer, and the Customer may use it solely as part of the Service. The Customer may not transfer it outside the Service without specific prior written authorization to do so.

2.6. Donyx may make changes (patches, fixes, improvements, deprecation of functionality, etc.) to the Service or to any software or cloud architecture on which it relies at any time, upon notice to the Customer. Where the changes are required under a legal or regulatory obligation, or are necessary to address an unforeseen and imminent danger related to defending the Service and/or the Customer from fraud, malware, spam, data breaches, or other cybersecurity risks, or in any other cases, whether or not such changes affect the functionality of the Service, Donyx may change the Service or the specifications or documentation of the Service without separate prior notice to the Customer. Except for emergency security patches, Donyx will use commercially reasonable efforts to notify the Customer of material changes.

 3. FEES AND PAYMENT TERMS

3.1. Unless otherwise notified by Donyx when granting access to the Service or when ordering Donyx products or Services (e.g., in purchase orders), the Service is provided without charge.

3.2. Certain Services may be available for a trial period. After the trial period ends, the Customer will be charged a monthly subscription fee. Additional or alternative payment structures may be offered at Donyx’s discretion.

3.3. Fees for Paid Services: Paid Services are provided on a monthly subscription basis and are payable in advance by the Customer (pay-as-you-go). If Donyx does not receive payment by the beginning of the next subscription month, the relevant Service may be automatically suspended.

3.4. Pricing for paid Services will be communicated to the Customer by Donyx at the time of granting access to the Service, in the purchase order for products, or otherwise published by Donyx on the relevant Service webpage. The pricing is subject to change not more often than twice per year upon prior notice of 30 (thirty) calendar days. If the Customer does not agree with the changed pricing, the Customer may cancel the subscription.

 4. SERVICE LEVELS AND SUPPORT

4.1. Donyx will use commercially reasonable efforts to ensure at least 95% availability of paid Services. However, availability may be affected by Force Majeure, third-party failures, or the Customer’s non-compliance:

4.1.1. factors outside Donyx’s control (including, but not limited to: acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor problems, hosting provider failure or delay, power outages, issues related to a third party, or denial-of-service attacks) (“Force Majeure”);

4.1.2. issues with the Customer’s or third-party services, hardware, or software;

4.1.3. issues caused by the Customer’s use of the Service after Donyx advised the Customer to modify its use of the Service, if the Customer did not modify its use as advised;

4.1.4. issues that result from the Customer’s unauthorized action or failure to act when required, or from the Customer’s employees, agents, (sub)contractors, vendors, clients, or anyone gaining access to Donyx’s network, irrespective of whether through use of the Customer’s access credentials, via the Customer’s equipment, or by any other means; or

4.1.5. issues that result from the Customer’s failure to adhere to any required configurations, to use supported equipment or software, or to follow any policies for acceptable use.

4.2. Donyx may also suspend access to the Services for scheduled or emergency maintenance or as provided under Clause 9.

4.3. Support. As part of support, the Customer may access and use the Donyx Helpdesk system, the Donyx Wiki Knowledge Base, and the Community forum available on the relevant Service website, and may use other support tools as documented on the relevant Service website and made available by Donyx to the Customer. The Parties may further separately agree on a specific type of support to be provided to the Customer. By submitting an issue, the Customer shall be responsible for proper cooperation with Donyx in eliminating the problem and for providing all necessary information about the problem to Donyx. The Customer will designate an employee who will be responsible for all matters relating to this Agreement.

4.4. Donyx does not represent, warrant, or guarantee that: (i) Donyx will always be able to resolve an issue fully; (ii) the Customer will no longer experience an issue; (iii) Donyx will provide a bug fix, patch, or other workaround in connection with the identified issue; or (iv) any support or advice will result in any performance efficiency or improvement. Donyx may resolve the issue by providing the Customer with a solution that allows the problem to be avoided, by providing instructions on how to avoid the problem, or by making appropriate modifications to the Services at its own discretion. The Customer is solely responsible for the implementation and results of any suggestions or advice received.

 5. RESTRICTED USES AND INDEMNIFICATION

5.1. The Customer shall not permit its employees, agents, contractors, vendors, clients, and anyone else gaining access to Donyx’s network, whether on the Customer’s behalf, through use of the Customer’s access credentials, via the Customer’s equipment, or by any other means, to:

5.1.1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any portion of the Service, documentation, or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);

5.1.2. modify, translate, or create derivative works based on the Service;

5.1.3. use the Service for time-sharing or service bureau purposes, or for any purpose other than its own internal use; or use the Service in connection with any high-risk or strict-liability activity;

5.1.4. use the Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including, but not limited to, privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity, or defamation;

5.1.5. run or use any processes that run or are activated while the Customer is not logged in to the Services, or that “crawl,” “scrape,” or “spider” the Service; or

5.1.6. use the Service in any manner that:

(i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

(ii) menaces, harasses, or causes damage or injury to any person or property;

(iii) involves the publication, transmission, or uploading of any material that is false, misleading, defamatory, harassing, or obscene;

(iv) violates privacy rights or promotes bigotry, racism, hatred, violence, or any form of discrimination or harm;

(v) constitutes unsolicited commercial communication, including spam, bulk messaging, or advertising not authorized by applicable law;

(vi) infringes any intellectual property rights, proprietary rights, or confidentiality obligations;

(vii) impersonates any person or entity, including, without limitation, any employee, representative, or affiliate of Donyx;

(viii) contains, uploads, or transmits any virus, “Trojan horse,” “worm,” “time bomb,” or other malicious code, files, or programs, including password gatherers, keystroke loggers, decoders, or encryption circumvention tools;

(ix) attempts to access, interfere with, probe, or disrupt any computer system, network, software, or data without proper authorization, including bypassing or breaching any security or authentication measures;

(x) violates any applicable laws, regulations, or third-party rights in any relevant jurisdiction, including by generating, reproducing, publishing, or disseminating information content that endangers national security, leaks state secrets (泄露国家秘密), subverts state power, or violates the Provisions on the Governance of the Online Information Content Ecosystem of the PRC.

5.2. The Customer is responsible for maintaining the security of its account and access credentials, including, but not limited to, administrative and user passwords, files, and stored data, and for all use of the Customer’s account. The Customer shall implement and maintain commercially reasonable identity and access management processes to safeguard its accounts and take all reasonable measures to protect usernames, passwords, and other access credentials assigned to its authorized users. Donyx shall not be liable for any unauthorized access resulting from the Customer’s failure to do so. The Customer shall ensure that access to administrative functions of the Service is restricted to appropriately authorized persons, including its own employees and/or third parties acting on its behalf. The Customer must notify Donyx immediately upon becoming aware of any actual or suspected unauthorized access, or if any account credentials are lost, stolen, or otherwise compromised. In accordance with the PRC Cybersecurity Law (CSL), the Customer shall comply with the real-name registration requirements (后台实名) when registering accounts or using public information publishing services.

5.3. The Customer is responsible for all acts and omissions of its employees, agents, contractors, subcontractors, vendors, clients, and any other persons or entities to whom the Customer provides access to the Service, or who use or access the Service on the Customer’s behalf, through the Customer’s credentials or equipment, or by any other means directly or indirectly attributable to the Customer (hereinafter collectively referred to as “Customer Agents”).

5.4. As a condition of the Customer’s use of the Service and with respect to third-party claims, the Customer agrees to indemnify, defend, and hold harmless Donyx, its affiliates, and its and their respective managers, directors, officers, employees, agents, licensors, contractors, suppliers, successors, and assigns from and against any judgments, claims, actions, losses, damages, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and legal expenses) of any kind arising from the Customer’s and/or its Agents’ use of the Service or related products, or from or attributable to any breach by the Customer and/or its Agents of the Customer’s obligations under this Agreement (including, but not limited to, any unauthorized access to the Services caused by the Customer’s or its Agents’ failure to implement or maintain appropriate access controls or security measures), or any violation of any privacy, employee, or consumer protection right implicated by this Agreement or the Service, or the Customer’s and/or its Agents’ infringement, or the infringement or use by any other user of the Customer’s account, of any intellectual property or other right of any person or entity, except to the extent that such claims are caused by Donyx’s gross negligence, willful misconduct, or material breach of this Agreement. All indemnification duties shall continue in effect even after, and notwithstanding, any subsequent revocation of consent or the expiration or termination of this Agreement or the Customer’s and/or its Agents’ use of the Services.

5.5. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH DATA, CONTENT, OR INFORMATION USED FOR OR REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SERVICES, THE INTERNET, OR THIRD-PARTY CLOUD SERVICE PROVIDER INFRASTRUCTURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH-RISK APPLICATIONS”). DONYX AND ITS THIRD-PARTY LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK APPLICATIONS.

 6. CONFIDENTIALITY

6.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as the “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, any software provided by Donyx is Donyx’s Proprietary Information. The Customer will obtain agreements from its Agents that they will treat Donyx’s Proprietary Information in accordance with the terms of this Agreement prior to allowing any such Agent to have access to the Service.

6.2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information; (ii) to give access to such Proprietary Information solely to those employees and Agents with a need to have access thereto for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order (if legally possible to do so).

6.3. The Customer acknowledges that Donyx does not wish to receive any Proprietary Information from the Customer that is not necessary for Donyx to perform its obligations under this Agreement (including, without limitation, any information protected under applicable privacy laws and regulations), and, unless the Parties specifically agree otherwise, Donyx may reasonably presume that any unrelated information received from the Customer is not confidential or Proprietary Information.

6.4. Both Parties will have the right to disclose the existence, but not the terms and conditions, of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective court order), or is made on a confidential basis as reasonably necessary to potential investors or acquirers, provided that such investors or acquirers are bound by the terms of a confidentiality agreement containing covenants at least as restrictive as those necessary to protect such information.

 7. INTELLECTUAL PROPERTY RIGHTS

7.1. Except as expressly set forth herein, Donyx alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service and the software. Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Customer or any third party relating to the Service and/or the software are hereby assigned to Donyx. The Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to the Customer any rights of ownership in or related to the Service or any intellectual property rights.

7.2. The Customer represents and warrants that it has obtained, and will maintain, all necessary rights, consents, authorizations, and permits required under applicable law or contractual obligations to submit, process, and use any Data (as defined below) provided to Donyx through the Service, including where such Data is collected from or on behalf of third parties. “Data” means all electronic data and information, including, but not limited to, technical, operational, telemetry, or system-level information: (i) submitted by the Customer for the setup, provisioning, or operation of the Service; or (ii) created, generated, collected, or harvested by Donyx in connection with the setup, provisioning, performance, maintenance, security, or improvement of the Services for the Customer.

7.3. The Customer represents and warrants that it owns, or holds a valid license to, all Content (as defined below) and related intellectual property rights it submits or uses in connection with the Service. “Content” refers to any materials, information, or communications intentionally distributed, submitted, or made available by or on behalf of the Customer through the Service as part of its business operations or user-facing activities, including documents, files, messages, or communications. For the avoidance of doubt, Data does not include any Content. If Donyx receives notice or a claim that any Content, or related activities, may infringe upon third-party rights or violate applicable laws, Donyx may suspend access to such Content, and the Customer agrees to indemnify Donyx against any resulting claims, liabilities, and expenses.

7.4. To the extent that any Data, Content, or other Proprietary Information and/or materials (collectively, “Material”) provided by the Customer are inseparably embedded, integrated, adapted, or incorporated into the Services or Donyx’s proprietary systems, such embedded, integrated, adapted, or incorporated elements of the Material shall be deemed part of Donyx’s Proprietary Information for purposes of this Agreement, without affecting the Customer’s independent ownership rights in the original Material. The Customer acknowledges and agrees that Donyx shall have an irrevocable, royalty-free, worldwide right to retain, use, modify, operate, maintain, enhance, and further develop the Services, including any embedded Customer Material, solely to the extent strictly necessary to provide, maintain, secure, and improve the Service, without any obligation to remove, segregate, or separate such Materials.

 8. USE OF DATA

8.1. By using or accessing the Service, the Customer hereby grants to Donyx a worldwide, royalty-free, non-exclusive, irrevocable, sublicensable right and license to use, copy, display, perform, store, distribute, and modify Data as necessary to perform the Service. If Donyx receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate the rights of a third party or any applicable law or regulation, Donyx may (but is not required to) suspend its activities hereunder with respect to that Data, and the Customer will indemnify Donyx from and against all liability, damages, settlements, attorneys’ fees, and other costs and expenses incurred in connection with any such claim.

8.2. Notwithstanding anything else in this Agreement or otherwise, Donyx may collect anonymized telemetry and performance metrics regarding the Customer’s use of the Service and Customer Information, and, in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Service (hereinafter, “Donyx Data”). Donyx may make such information publicly available, provided that such information does not identify the Customer or the Customer’s Proprietary Information. Donyx shall own all right, title, and interest in and to the Donyx Data. To the extent needed to perfect Donyx’s ownership in the Donyx Data, the Customer hereby irrevocably assigns all right, title, and interest in such Donyx Data to Donyx, provided that such Donyx Data is fully aggregated and irreversibly anonymized so that it no longer constitutes Personal Data under applicable laws.

8.3. The Service may make use of directly non-identifiable location data (including, but not limited to, GPS coordinates, MAC addresses and received signal strength of nearby Wi-Fi access points, nearby cell tower IDs, and IP addresses) that is sent by devices using the Service. In order to allow Donyx to provide the Service and to ensure the best user experience, the Service may utilize a third-party provider to resolve location requests. At all times, the Customer’s location information will be treated in accordance with such third-party provider’s privacy policy. By using location services, the Customer consents to the transmission, collection, maintenance, processing, and use of the Customer’s location data and queries by Donyx and its partners to provide and improve location-based products and services.

8.4. The Customer represents and warrants to Donyx that it has a lawful basis to use the location-related Service and the provided location data, as well as other personal data to be processed by Donyx on behalf of the Customer, and that the Customer has complied with all applicable transparency obligations to notify data subjects of, or obtain informed consent for, such transfer and processing of their personal data. The terms of the Data Processing Agreement (DPA) published at https://Donyx-iot-group.com/policies-certificates/data-processing-agreement/ shall apply to Donyx’s processing operations carried out with the personal data provided by the Customer during the use of the Service, and are hereby incorporated by reference into this Agreement and shall be binding on the Parties. The version of the DPA in effect at the time of the Customer’s initial subscription shall apply, unless otherwise agreed in writing or updated with prior notice and an opportunity to object.

In the event of any inconsistency between the terms of the Data Processing Agreement (DPA) and the PRC standard contract for cross-border transfer (标准合同) as promulgated by the Cyberspace Administration of China (CAC), the provisions of the CAC standard contract shall prevail. Any amendment to the DPA that affects material terms of data processing (including the subject matter, duration, nature, purpose, types of data, and categories of data subjects) shall require the prior written consent of both Parties and shall not be effected unilaterally by either Party.

8.5. During the term of this Agreement, the Customer will supply Donyx with contact details for the Customer’s Agents (hereinafter, “Contact Data”) in order for Donyx to carry out its obligations under this Agreement. Donyx hereby agrees to process the Contact Data in accordance with applicable laws, rules, and regulations and in compliance with the Donyx Privacy Policy available at https://Donyx.com/privacy-policy/. The Customer shall notify Donyx as soon as reasonably practicable of any amendments required to the Contact Data, either through the Helpdesk system or directly to the responsible sales manager.

8.6. Donyx cannot guarantee that the Customer’s data will be hosted on servers located in the Customer’s jurisdiction. In the event of cross-border data transfers, Donyx and the Customer shall comply with the cross-border transfer provisions of the PRC Personal Information Protection Law (PIPL) (Chapter III, Articles 38–43) and the Data Security Law (DSL). This includes, where applicable, passing the security assessment organized by the Cyberspace Administration of China (CAC), obtaining personal information protection certification, or concluding the Standard Contract for Cross-Border Transfer of Personal Information formulated by the CAC. The Customer is solely responsible for complying with any data localization requirements (including those applicable to “Important Data” under the DSL and CSL) and shall not use the Service in breach of those requirements.

8.6.1. With respect to the cross-border transfer of personal data from the European Economic Area (EEA) to the People’s Republic of China (or any other country outside the EEA), the Parties shall comply with Chapter V of the General Data Protection Regulation (GDPR), in particular Articles 44–49.

8.6.2. Since the PRC has not been recognized by the European Commission as providing an adequate level of data protection (no adequacy decision), the Parties agree to conclude the EU Standard Contractual Clauses (SCCs) adopted by the European Commission as appropriate safeguards within the meaning of Article 46 of the GDPR. The specific module of the SCCs (controller-to-processor or processor-to-processor) shall be determined based on the nature of the processing and mutually agreed by the Parties.

8.6.3. Prior to signing the SCCs, the Parties shall carry out a Transfer Impact Assessment (TIA) in accordance with the guidance of the European Data Protection Board (EDPB) and shall adopt all supplementary measures necessary to ensure a level of protection essentially equivalent to that guaranteed within the EEA.

8.6.4. With respect to the requirements of PRC law, the Parties shall:

(a) determine the applicable cross-border transfer mechanism under the PIPL (Chapter III, Articles 38–43), i.e., the security assessment (安全评估), the standard contract (标准合同), or the personal information protection certification (保护认证), taking into account the Customer’s status (whether CIIO or not) and the volume and categories of data transferred;

(b) conduct a Personal Information Protection Impact Assessment (PIPIA / 个人信息保护影响评估) before the transfer commences;

(c) obtain separate consent (单独同意) from the data subjects for the cross-border transfer, unless otherwise permitted by law;

(d) if the standard contract (标准合同) is used, file it with the Cyberspace Administration of China (CAC) within 10 (ten) working days after its entry into force, in accordance with the Measures for the Standard Contract for Cross-Border Transfer of Personal Information (《个人信息出境标准合同办法》).

8.6.5. In the event of any conflict between the EU SCCs and the PRC standard contract (标准合同), the provisions that provide a higher level of protection for the personal data of data subjects shall prevail.

 9. SUSPENSION

9.1. Notwithstanding anything to the contrary, Donyx reserves the right to suspend or limit the Customer’s access to the Service immediately upon notice if Donyx determines, in its sole discretion, that the Customer’s or the Customer’s Agents’ use of the Service does, or is likely to:

9.1.1. damage the Service or interfere with Donyx’s ability to reliably provide the Service to other users;

9.1.2. place an unreasonable or unexpected load on the Service;

9.1.3. pose a threat to, or attack on, the cloud servers hosting the Services (including a denial-of-service attack) or other similar event that may create a risk to the Services, to the Customer, or to any other user of the Service;

9.1.4. disrupt or pose a security risk to the Service or any other user of the Service, may harm Donyx’s systems or any other user of the Service, or may subject Donyx or any third party to liability;

9.1.5. be misused or used for fraudulent or other illegal activities;

9.1.6. violate applicable law due to the Customer having ceased to operate its business in the ordinary course, made an assignment for the benefit of creditors or a similar disposition of assets, or become subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceedings;

9.1.7. be used in breach of this Agreement or any part thereof;

9.1.8. result in the Customer being in default of its payment obligations under this Agreement;

9.1.9. involve an unusual spike or increase in the Customer’s use of the Service that raises security, performance, or fraud-related concerns;

(hereinafter collectively referred to as “Service Suspensions”).

9.2. The Customer understands that many of the grounds for possible suspension listed above are imposed on Donyx by third-party licensors, are subject to change without notice, and may result in the Customer’s access to the Services being suspended.

9.3. Donyx will make commercially reasonable efforts (unless otherwise specified in this Agreement), circumstances permitting, to provide written notice of any Service Suspension to the Customer (including notices posted on the website or sent to the Customer’s registered e-mail address) and to provide updates regarding the resumption of the Customer’s access to the Services following any Service Suspension.

9.4. Donyx will have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer may incur as a result of any Service Suspension or limitations.

 10. TERMINATION

10.1. This Agreement shall continue until terminated in accordance with this Section.

10.2. The Customer may cancel its subscription to any Service at any time. After cancellation, the subscription for the relevant Service will end at the end of the current subscription period.

10.3. If a subscription to any Service is suspended for more than three months, the subscription will automatically terminate at the end of the third month of suspension.

10.4. If all subscriptions end upon cancellation or termination, the Agreement will automatically terminate upon the end of the last subscription.

10.5. Donyx may terminate the provision of any Service and terminate the Agreement by giving reasonable prior notice to the Customer. In the event of the Customer’s material breach of any of its obligations under this Agreement, Donyx shall terminate this Agreement immediately upon notice. In the event of Force Majeure, Donyx may terminate this Agreement immediately upon notice.

10.6. The Customer’s access to the Service, and any licenses granted hereunder, shall terminate upon any termination of this Agreement.

10.7. After termination or expiration of the Agreement, the Customer will be provided with 60 (sixty) calendar days to submit inquiries regarding the Customer’s Data and/or Content accumulated during the use of the Services by contacting Donyx at privacy@Donyx.lt. After the expiration of this period, Donyx will delete or return all Customer Data in accordance with the obligations stipulated in Article 47 of the PRC Personal Information Protection Law (PIPL) (which mandates the deletion of personal information when the purpose of processing is achieved or the retention period expires), the Data Security Law (DSL), and the terms of the DPA, unless applicable law requires retention. For the avoidance of doubt, deletion of personal data shall be the primary method of fulfilling Donyx’s obligations under this Clause 10.7. Return of data to the Customer shall be permitted only if the Parties have entered into a separate written agreement to that effect and provided that such return does not contravene the requirements of the PIPL (in particular Article 47) or any other applicable laws of the PRC. This provision does not affect any rights that individual data subjects may have under applicable data protection laws.

10.8. It is the Customer’s responsibility to regularly back up any data stored or processed through the Service, including prior to any suspension or termination of the Service pursuant to Sections 9 or 10. Donyx shall not be liable for any loss of data resulting from the suspension, termination, or expiration of the Service, or from the Customer’s failure to retrieve or back up such data in a timely manner.

10.9. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, indemnification, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

10.10. The Customer agrees that, upon any termination or cancellation of this Agreement, it will not be entitled to a refund of fees for any additional work previously performed by Donyx at the Customer’s request or any pre-paid fees for subscriptions still in effect at the time of termination or cancellation, and the Customer’s obligation to pay any balance due shall survive any such termination or cancellation.

 11. WARRANTY DISCLAIMER

11.1. Donyx will make commercially reasonable efforts to make the Services function essentially in accordance with their description published on the relevant Service webpage and will take commercially reasonable efforts to implement security and resilience measures in relation to the Service in accordance with the Agreement.

11.2. Donyx does not warrant that the operation of the Service or any function contained therein will meet the Customer’s requirements, will be uninterrupted or error-free, that defects will be corrected, or that the Service or the servers that make this Service available are free of viruses or other harmful components. The Service, software, Donyx’s proprietary information, and anything provided in connection with this Agreement are provided “AS IS,” without any warranties of any kind. Any use of the Service is done at the Customer’s sole risk, and the Customer will be solely responsible for any damage, loss, or expense incurred as a result of, or arising out of, the Customer’s use of the Service.

11.3. Donyx makes no other warranty, either express or implied, with respect to any of the Service. Donyx specifically disclaims the implied warranties or conditions of merchantability, fitness for a particular purpose, title, or non-infringement.

 12. LIMITATION OF LIABILITY

12.1. Donyx shall only be liable for direct documented damages suffered by the Customer and only to the extent such damages result from Donyx’s intentional misconduct or gross negligence. Notwithstanding anything to the contrary in this Agreement, and in strict accordance with Article 506 of the Civil Code of the People’s Republic of China, nothing in this Agreement shall limit or exclude Donyx’s liability for: (a) personal injury caused to the Customer or its agents; or (b) property damage to the Customer caused by Donyx’s intentional misconduct or gross negligence. Notwithstanding anything to the contrary in this Agreement, Donyx shall under no circumstances be liable for any indirect, incidental, special, punitive, or consequential damages, including, but not limited to, loss of profits, loss of revenue, loss of business opportunities, or loss of goodwill, arising out of or in connection with this Agreement, regardless of the cause of action and even if Donyx has been advised of the possibility of such damages.

The limitations of liability set forth in this Clause 12 shall not apply to any obligations of the Parties arising under the GDPR, including, but not limited to, the right of data subjects to claim compensation for damage in accordance with Article 82 of the GDPR. Furthermore, nothing in this Agreement shall limit or exclude liability for intentional misconduct or gross negligence to the extent such limitation or exclusion is not permitted under applicable law.

12.2. Neither Donyx nor any of its affiliates, licensors, service providers, or subcontractors will be responsible for any compensation, reimbursement, or damages arising in connection with:

(a) the Customer’s inability to use the Service, including as a result of any:

(i) termination or suspension of this Agreement or the Customer’s use of or access to the Service; or

(ii) any unanticipated or unscheduled downtime of all or a portion of the Service for any reason, including as a result of Force Majeure, system failures, or other interruptions;

(b) the cost of procurement of substitute Services;

(c) any investments, expenditures, or commitments by the Customer in connection with this Agreement or use of or access to the Service; or

(d) any unauthorized access to, alteration of, deletion of, destruction of, damage to, loss of, or failure to store or access data.

12.3. If, notwithstanding other provisions of this Agreement, Donyx is held liable towards the Customer, the total aggregate liability of Donyx and its affiliates, officers, directors, employees, and agents for all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited, except to the extent prohibited by law, and shall not exceed the total fees the Customer has paid to Donyx during the preceding 3 (three) months period.

12.4. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

 13. DATA PROCESSING AND SECURITY

13.1. Each Party shall process the personal data of the employees, managers, and other representatives of the other Party in accordance with the PRC Personal Information Protection Law (PIPL), the Cybersecurity Law (CSL), the Data Security Law (DSL), and other applicable data protection laws, and only for the purpose of performing the Agreement. Each Party shall notify its employees or other representatives about the transfer of their data to the other Party for the purpose of performing the Agreement, and the Parties shall assist each other in complying with other obligations towards such data subjects.

13.2. Before transferring any personal data to Donyx, the Customer confirms that it has complied with all applicable transparency and legal obligations, including (where required) providing appropriate notice to data subjects or obtaining their informed consent (in accordance with Articles 13 and 14 of the PIPL) for the transfer and processing of their personal data. The Customer further acknowledges and agrees that such processing by Donyx shall be governed by Donyx’s Data Processing Agreement, available at https://Donyx.com/policies-certificates/data-processing-agreement/, which applies to all personal data processing activities carried out by Donyx in connection with the Customer’s use of the Services. The version of the DPA in effect at the time of the Customer’s initial subscription shall apply, unless otherwise agreed in writing. In line with Donyx’s role as a B2B (business-to-business) service provider and data processor (entrusted party / 受托人 under the PIPL), the Customer shall remain the first point of contact for all data subject inquiries or requests related to the personal data it provides. Donyx processes such data solely to the extent necessary to deliver the Services.

In the event of any inconsistency between the terms of the Data Processing Agreement (DPA) and the PRC standard contract for cross-border transfer (标准合同) as promulgated by the Cyberspace Administration of China (CAC), the provisions of the CAC standard contract shall prevail. Any amendment to the DPA that affects material terms of data processing (including the subject matter, duration, nature, purpose, types of data, and categories of data subjects) shall require the prior written consent of both Parties and shall not be effected unilaterally by either Party.

13.3. For the avoidance of doubt, Donyx acts solely as a data processor (entrusted party) in relation to any personal data provided by the Customer during the use of the Services. Donyx does not determine the purposes or means of processing such personal data and shall in no event be considered a data controller (or equivalent term under applicable data protection laws, e.g., the PIPL “Personal Information Processor” / 个人信息处理者) with respect to the Customer’s data. The Customer shall remain fully responsible for the lawfulness of the collection, disclosure, and transfer of personal data to Donyx and for responding to any data subject requests or regulatory inquiries, except in cases where Donyx acts as an independent processor, including, without limitation, when processing personal data for account management, billing, support (including helpdesk), compliance, or marketing activities.

The Parties hereby confirm that the DPA (Data Processing Agreement) contains all the mandatory elements required under Article 28(3) of the GDPR, including, but not limited to: the subject matter, duration, nature, and purpose of the processing; the types of personal data and categories of data subjects; the rights and obligations of the Parties; and the obligation of Donyx to implement appropriate technical and organizational measures in accordance with Article 32 of the GDPR. The DPA is an integral part of this Agreement.

13.4. The Customer agrees to indemnify, defend, and hold harmless Donyx, its affiliates, officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

13.4.1. The Customer’s failure to comply with applicable data protection or privacy laws;

13.4.2. The Customer’s failure to obtain necessary consents or provide appropriate notices to data subjects; or any claim that Donyx’s processing of personal data, in accordance with this Agreement and the Data Processing Agreement, violates data protection laws due to the Customer’s instructions, omissions, or false warranties.

13.5. Both Parties shall implement appropriate and proportionate technical, operational, and organizational measures to manage risks related to the security of the Services and any data processed in connection with them. Each Party shall take into account applicable industry standards and regulatory frameworks, including, where relevant, principles reflected in the PRC Cybersecurity Law (CSL) regarding the Multi-Level Protection Scheme (MLPS / 等级保护) and the Data Security Law (DSL) regarding data security risk monitoring.

13.6. Sub-processors.

13.6.1. Donyx may engage third-party sub-processors to provide the Service only if such sub-processors assume data protection obligations that are equivalent to those imposed on Donyx under this Agreement and the DPA.

13.6.2. Donyx shall notify the Customer of any intended changes concerning the addition or replacement of sub-processors no later than 30 (thirty) calendar days prior to the effective date of such changes.

13.6.3. The Customer has the right to object to the engagement of a new sub-processor within 15 (fifteen) calendar days after receiving the notice. In the event of a justified objection, the Parties shall discuss in good faith the possibility of eliminating the grounds for objection or replacing the sub-processor. If no agreement is reached, the Customer shall be entitled to terminate the affected part of the Service without penalty.

13.7. Data Breach Notification.

Donyx shall notify the Customer without undue delay and, in any event, no later than 72 (seventy-two) hours after having become aware of any personal data breach (个人信息安全事件) affecting personal data processed under this Agreement, in accordance with Article 33 of the GDPR. Such notification shall include, to the extent available:

(a) a description of the nature of the breach, including the categories and approximate number of data subjects and data records concerned;

(b) the likely consequences of the breach; and

(c) the measures taken or proposed to address the breach and mitigate its possible adverse effects.

Donyx shall provide the Customer with reasonable assistance in fulfilling its obligations to notify the competent supervisory authority and the data subjects, where required under applicable law.

13.8. Records of Processing Activities.

Each Party shall maintain and keep up to date a written record of all categories of processing activities carried out on its behalf, in accordance with Article 30 of the GDPR. Upon request by a competent supervisory authority, each Party shall make such records available in the manner and within the time limits prescribed by applicable law.

 14. MISCELLANEOUS

14.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2. This Agreement is not assignable or transferable by the Customer except with Donyx’s prior written consent. Donyx may transfer and assign any of its rights and obligations under this Agreement upon written notice to the Customer.

14.3. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing, signed or otherwise agreed to by Donyx, except as otherwise provided herein.

14.4. Neither Party shall be liable to the other or responsible for delay or non-performance of any of the terms of the Agreement due to Force Majeure.

14.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Customer does not have any authority of any kind to bind Donyx in any respect whatsoever.

14.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to the competent People’s Court at the domicile of the defendant for litigation.

Notwithstanding the foregoing, for Customers established in the European Economic Area (EEA), the Parties agree that any dispute arising out of or in connection with this Agreement may, at the Customer’s option, be submitted to the competent courts of the Customer’s place of establishment or, alternatively, may be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules, with the place of arbitration being Geneva, Switzerland. This option is without prejudice to the right of either Party to initiate litigation before the competent People’s Court at the domicile of the defendant as provided in the main text of this Clause 14.6.

14.7. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

14.8. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered, or when receipt is electronically confirmed, if transmitted by e-mail.

14.9. Amendments. Donyx reserves the right, in its sole discretion, to change, modify, add, or remove provisions of this Agreement at any time. In accordance with Article 496 of the Civil Code of the PRC, if such changes involve clauses that are of material importance to the Customer (including limitation of liability, exemption of liability, etc.), Donyx will notify the Customer via website announcement or email at least 30 days in advance to fulfill the obligation to prompt and explain. The Customer is responsible for regularly reviewing this Agreement for changes. By using the Service after Donyx posts any changes to this Agreement or otherwise notifies the Customer of such changes, the Customer agrees to accept those changes, whether or not the Customer has reviewed them. If the Customer does not agree to this Agreement, it should not use the Service and should cancel its subscription.

Notwithstanding the foregoing, the right of Donyx to unilaterally amend this Agreement shall not apply to the Data Processing Agreement (DPA) or to any provisions of this Agreement that relate to the processing of personal data or to compliance with the GDPR or the PIPL. Any amendment to the DPA or to such data-protection-related provisions shall require the execution of a written supplementary agreement signed by both Parties.

14.10. No Implied Waivers. If either Party fails to require performance of any duty hereunder by the other Party, such failure shall not affect its right to require performance of that or any other duty thereafter. The waiver by either Party of a breach of any provision of this Agreement shall not be a waiver of the provision itself, a waiver of any breach thereafter, or a waiver of any other provision herein.