EngageLab Products Service Agreement

Date of issuance and entry into force: July 10, 2024

Welcome to purchase and use EngageLab Products!

This Agreement (including all updates, supplements, and additions thereto, hereinafter referred to as “this Agreement”) is a service agreement between you and METAVERSE CLOUD PTE. LTD. and its affiliates (“We”, “Us” or “Our”) with respect to the purchase and use of EngageLab Products and related matters, and shall have the force and effect of a contract. Please focus on and carefully read the bolded clauses of this Agreement, which may have a material interest in your rights and interests. Please purchase and use the EngageLab Products on the condition that you voluntarily accept all of the terms and conditions of this Agreement. If you have any questions about this Agreement during the course of reading it, you may consult Our customer service. If you do not agree with this Agreement or any of its clauses, you should immediately stop purchasing EngageLab Products and you may not use EngageLab Products in any way.

When you fill in the information as prompted by the Order page of EngageLab Products, select the product to be purchased and complete the purchase and payment of the Order, and click to check the box of this Agreement on the Order page, it means that you have read this Agreement and have fully understood all the contents of this Agreement (including, but not limited to, having an accurate and correct understanding of the rights, obligations, limitations of liabilities or disclaimer provisions of this Agreement), and agree to be bound by this Agreement. When you click on the checkbox of this Agreement, it indicates that this Agreement has legal effect between you and Us, and that you voluntarily accept and comply with all the provisions of this Agreement. You shall not then claim that this Agreement is invalid in part or in whole and/or seek to rescind this Agreement on the grounds that you have not read or understood it or for any other reason.

This Agreement includes, but is not limited to, the agreements, rules, etc. that have been issued and may be issued and updated by EngageLab Platform regarding EngageLab Products and related services (hereinafter referred to as “Changes”). Changes will be effective as of the date of the announcement or notice or the effective date set forth in the announcement or notice and will become an integral part of this Agreement, which will be available to you on the EngageLab Platform and will not be communicated to you separately.

In addition to this Agreement, the EngageLab Platform will issue other rules and specifications, such as the EngageLab User Agreement and Privacy Policy.

1. Descriptions of EngageLab Products

EngageLab Products are specifically listed below. The EngageLab Products available to you are specifically based on the products purchased and paid for in your Order:

1.1 Subscription-based product services:

1.1.1 If you purchase Web Push service, We will provide you with Web Push service platform and Web Push SDK. You may integrate Web Push SDK into your website, so that your website has the function of pushing messages to users through the Web Push service platform.

1.1.2 If you purchase App Push service, We will provide you with App Push service platform and App Push SDK. You may integrate App Push SDK into your App, so that your App has the function of pushing messages to users through the App Push service platform.

1.2 Consumable product services:

1.2.1 If you purchase email services, We will provide you with an email delivery platform, so that your products have the function of sending emails to users via an email delivery platform.

1.2.2 If you purchase international SMS service, We will provide you with an SMS sending platform, so that your products have the function of sending international SMS to users through the SMS sending platform.

1.2.3 If you purchase the WhatsApp Business API service, We will provide you with the WhatsApp Business API service, so that your products have the function of sending messages to WhatsApp users.

1.2.4 If you purchase OTP service, we provide you with an OTP platform so that you can use the EngageLab OTP platform to complete the generation and verification of one-time verification codes. The OTP service has 4 message sending channels (respectively Email, WhatsApp, SMS , Voice sending channels) are optional. You can choose to complete the delivery and verification of the one-time verification code through Email or WhatsApp or SMS or Voice channel. OTP verification code (One-Time Password) is a dynamically generated, random, one-time number or letter. The OTP verification code is only used once and will change each time it is obtained. You can use it to verify the user's identity, and then grant the user the corresponding permissions after successful verification.

2. Service Fee

2.1 Subscription-based product services:

2.1.1 If you purchase Web Push service, you pay Us the service fee according to the service standard and service period you choose. EngageLab Platform will bill you according to the actual DAU of each AppKey you create. EngageLab Platform will deduct the service fee of the current month from your account at the beginning of each month as agreed in the Order. If the actual DAU of your AppKey exceeds the standard of the service you purchase, an additional fee will be incurred. EngageLab Platform will send you a bill for the additional fee in a reasonable manner at the beginning of the following month. You should make a timely payment within 10 days after receipt of the bill. If you fail to make full payment within 10 days from the date of receipt of the bill, We have the right to suspend the Web Push service until you pay the full amount of the additional fee.

2.1.2 If you purchase App Push service, you pay Us the service fee according to the service standard and service period you choose. EngageLab Platform will bill you according to the actual DAU of each AppKey you create. EngageLab Platform will deduct the service fee of the current month at the beginning of each month in your account as agreed in the Order. If the actual DAU of your AppKey exceeds the standard of the service you purchase, an additional fee will be incurred. EngageLab Platform will send you a bill for the additional fee in a reasonable manner at the beginning of the following month. You should pay the bill in a timely manner within 10 days after receipt of the bill. If you fail to make full payment within 10 days from the date of receipt of the bill, We have the right to suspend the App Push service until you pay the full amount of the additional fee.

2.2 Consumable product services:

2.2.1 If you purchase email service, you pay Us the service fee according to the email package you choose. The validity period of the email package is 2 years from the date of activation of the email package. EngageLab Platform deducts the number of actual billable emails you send from the email package you have purchased. The actual number of billable emails includes the sum of the number of emails delivered, soft bounces, invalid emails due to incorrect address format, non-existent email address, rejected recipient or sender, and spams. If the remaining emails are insufficient in the email package you purchase, you should promptly purchase a new email package in time to ensure that you can use the email service normally. Otherwise, We have the right to suspend the email service from the date when the number of emails in your purchased email package is exhausted, until you purchase a new email package. Each email contains 200KB of free data, beyond which EngageLab Platform will charge $0.3/GB for email data.

2.2.2 If you purchase international SMS service, you pay Us the service fee according to the top-up amount determined by yourself. EngageLab Platform will bill you according to the number of SMS you actually consume. The corresponding international SMS unit price is different for each country/region. If your international SMS account balance is insufficient, you should promptly recharge to ensure that you can use the international SMS service normally. Otherwise, We have the right to suspend the international SMS service from the date your international SMS account balance is exhausted until you make a new recharge. In the event of a change in prices of any international SMS operator, We will adjust the rate of charges and notify you in a reasonable manner before adjusting the rate of charges.

2.2.3 If you purchase WhatsApp Business API service, you pay Us the service fee according to the top-up amount determined by yourself. EngageLab Platform will bill you according to the number of conversations you actually consume. There are 4 types of conversations that can be sent: marketing, service notification, verification code and customer service. The unit price of WhatsApp is different for different conversation types. the unit price of WhatsApp is different for each country/region. The specific rate of charges is subject to EngageLab Platform. We have the right to adjust Our rate of charges if WhatsApp officially adjusts the prices. We will adjust Our rate of charges and notify you in a reasonable manner prior to adjusting the rate of charges. If the balance of your WhatsApp Business API service account is insufficient, you should promptly recharge it to ensure that you can use the WhatsApp Business API service normally. Otherwise, We have the right to suspend the WhatsApp Business API service from the date when the balance of your WhatsApp Business API service account is exhausted until you make a new recharge.

2.2.4 If you purchase OTP service, you pay us the service fee according to the top-up amount determined by yourself. Your use of the OTP service will incur OTP platform service fees and message channel fees; every time you successfully verify your use of the OTP service, We will charge the corresponding OTP platform service fee (excluding tax) each time; the OTP service has 4 message sending channels (respectively Email, WhatsApp, SMS, Voice sending channels) can be selected. According to the message sending channel you actually choose each time you use the OTP service, we will charge the corresponding message channel fee (excluding tax). The charges for each type of message sending channel are different and the charges for message sending channels in different countries are different. The specific billing standard shall be subject to the EngageLab platform (if the price of the message channel supplier changes, we have the right to adjust the billing standard for the message channel fee of the OTP service. We will notify you in a reasonable manner before adjusting the message channel fee standard for OTP services). If your OTP service account balance is insufficient, you should recharge in time to ensure that you can use the OTP service normally. Otherwise, we have the right to suspend the OTP service from the date your OTP service account balance is exhausted until you make a new recharge.

2.3 Taxes: Service fees for EngageLab Products do not include taxes; you are solely responsible for all taxes and fees associated with subscription-based product services or consumable product services purchased in your Order.

2.4 Overdue payment: If you have overdue payment, We have the right to suspend your use of the EngageLab Products and send you an overdue payment notice. In case of overdue payment, We have the right to require you to pay Us liquidated damages at 0.05% of the amount of the overdue payment per day. If your payment is overdue for more than 10 days, you will be deemed to be in default and unable to fulfill this Agreement. We have the right to unilaterally terminate this Agreement without bearing any liability and require you to pay liquidated damages at 10% of the total amount of the overdue payment.

3. Activation and Suspension of Services

3.1 If you choose to purchase the corresponding products and services through the EngageLab Platform and successfully submit an Order, the Order will be established and will come into effect after you make full payment within the time limit specified by the EngageLab Platform. You shall pay Us the service fees agreed in the Order by the payment method you select in the Order. If you choose to pay by credit card, it is your responsibility to ensure that the credit card is available to pay in full the service fees agreed in the Order; if the credit card limit is insufficient, or if the credit card refuses to pay, we may suspend our services until you have paid in full.

3.2 After you pay the service fee agreed on the Order in full, We will activate the corresponding service for you according to the products you purchase in your Order.

3.3 The service prepayment for each EngageLab Product is used separately and cannot be used universally for all services; you may log in to the EngageLab Platform to check the account balance, Order details, transaction details, consumption details and service period of each EngageLab Product you purchase.

3.4 The top-up and consumption incentives of the the EngageLab Platform shall be subject to the publicity on the Order page at the time of top-up or consumption. The benefits of top-up or consumption are subject to real-time pricing and promotions, which will be void after expiration.

3.5 If additional charges are incurred for the account of subscription-based product service purchased by you, you shall promptly pay the additional charges within 10 days of receipt of the bill. If you fail to make full payment within 10 days from the date of receipt of the bill, We have the right to suspend the corresponding service until you have paid the additional charges in full.

3.6 If the account balance of the consumable product service you purchase is insufficient, please top up your account in time. Otherwise, We have the right to suspend the corresponding service from the date your account balance is exhausted until you make a new recharge.

3.7 You should carefully and reasonably store and use your EngageLab Platform account and password. You are solely responsible for all actions and results performed under your account. If you find that your account has abnormal operations (including unauthorized use, theft, or other security issues), you should immediately change your password, if necessary, please notify us immediately. We do not assume any responsibility for the losses and consequences caused by your active disclosure or improper storage of your account or attack by others, fraud and other acts of your account. You shall claim compensation against the infringer through legal remedies.

4. Your Rights and Obligations

4.1 Subscription-based product services

4.1.1 If you purchase Web Push service, you should clearly inform users of your App’s integration of Web Push SDK in the privacy policy, user agreement and/or other similar agreements in your website, and explicitly list the purpose, manner and scope of the collection and use of users’ personal information by Web Push SDK, as well as obtain users’ express authorization and consent. For specific information about Web Push SDK, you may use the name [Web Push SDK] and embed a link to the EngageLab Platform’s Privacy Policy (https://www.engagelab.com/license/privacy). Otherwise, if We do not obtain proper authorization from users or have other authorization defects when We collect and use users' personal information and provide Web Push services due to your reasons, resulting in the loss of the rights and interests of any third party or Us, you shall bear all legal liabilities and consequences arising therefrom.

4.1.2 If you purchase App Push service, you should clearly inform users of your App’s integration of App Push SDK in the privacy policy, user agreement and/or other similar agreements on your App, and explicitly list the purpose, manner and scope of the collection and use of users’ personal information by App Push SDK, as well as obtain users’ express authorization and consent. For specific information about App Push SDK, you may use the name [App Push SDK] and embed a link to the EngageLab Platform’s Privacy Policy (https://www.engagelab.com/license/privacy) . Otherwise, if We do not obtain proper authorization from users or have other authorization defects when We collect and use users' personal information and provide App Push services due to your reasons, resulting in the loss of the rights and interests of any third party or Us, you shall bear all legal liabilities and consequences arising therefrom.

4.2 Consumable product services

4.2.1 If you purchase email services, you undertake that you have legally obtained the authorization and consent of users for the personal name, email address, email content, etc. involved in the personal information of users provided by you, and express authorization and consent of users to share the foregoing personal information to Us. Otherwise, if We do not obtain proper authorization from users or have other authorization defects when We provide email services due to your reasons, resulting in the loss of the rights and interests of any third party or Us, you shall bear all legal liabilities and consequences arising therefrom.

When the percentage of hard bounces exceeds 10% in a single month or 10% in a single instance, or when the percentage of spam reports exceeds 0.05% in a single month or 0.05% in a single day during your use of the email services, We have the right to terminate the email services to you, and the account balance of your email service will not be refunded. You shall be liable for any economic loss incurred to Us as a result of your aforesaid behavior.

4.2.2 If you purchase international SMS service, you undertake that you have legally obtained the authorization and consent of users for the personal name, cell phone number, SMS content, etc. involved in the personal information of the users provided by, and express authorization and consent of users to share the foregoing personal information to Us and the international SMS operators We cooperate with. Otherwise, if We do not obtain proper authorization from users or have other authorization defects when We provide international SMS services due to your reasons, resulting in the loss of the rights and interests of any third party or Us, you shall bear all legal liabilities and consequences arising therefrom.

When you send an international SMS resulting in a complaint to the SMS sending channel and confirm that the complaint party is from the user you send, you must immediately stop the sending plan and rectify the sending task; if the SMS channel is closed for the month due to a large number of complaints caused by the international SMS you send, We have the right to terminate the international SMS service to you, and the balance of your international SMS service account will not be refunded. You shall be liable for compensation for any economic loss incurred to Us as a result of your aforesaid behavior.

4.2.3 If you purchase WhatsApp Business API service, We, as an official partner of WhatsApp, integrate WhatsApp Business service, but are not the actual provider of WhatsApp Business service. WhatsApp provides WhatsApp Business service. EngageLab Platform offers you to purchase WhatsApp Business service on the existing conditions; We provide WhatsApp Business API connection to facilitate your use of WhatsApp Business service. This Agreement and the rules and specifications of the EngageLab Platform, as well as the official WhatsApp Business Service Terms (https://www.whatsapp.com/legal/business-terms) , WhatsApp Business Messaging Policy (https://www.whatsapp.com/legal/business-policy) and the WhatsApp Commerce Policy (https://www.whatsapp.com/legal/commerce-policy) form a valid part of the WhatsApp Business API Service Order, and you should comply with them. We or WhatsApp reserves the right to take action against your WhatsApp account if you are found to have violated any of the foregoing terms, conditions, or policies. You shall be solely responsible for any losses caused by your violation of the foregoing terms, rules, and policies resulting in the suspension or cessation of the use of WhatsApp Business service or the ban of your WhatsApp account.

You are committed to legal compliance with the content of messages sent using WhatsApp and undertake to confirm that users have authorized consent to receive WhatsApp messages from you before you send them. Otherwise, the users have the right to make complaints at WhatsApp and refuse to accept the messages. If a large number of complaints are generated, WhatsApp will gradually process your WhatsApp account in the order of “Warning →Restriction → Blocking”, which will affect the delivery of WhatsApp messages. You shall bear the resulting risks and losses.

You can only integrate the WhatsApp Business API service We provide into your own products for use. If you choose to configure it to other third-party platforms for use, the third-party platforms will obtain data about WhatsApp channels and guarantee the data security. You shall assume the resulting risk; if you have the demand for configuring WhatsApp Business API to any third-party platform, please let Us know in writing in advance. We will work with WhatsApp to review the third party.

4.2.4 If you use the OTP platform, you promise to provide us with the user's mobile phone number, text message content, voice message content, user WhatsApp account, WhatsApp message content, user email address, email content and other user personal information. You have legally obtained the user's authorization and consent, and have obtained the user's express authorization to share the aforementioned personal information with us and our partners.Otherwise, if We do not obtain proper authorization from users or have other authorization defects when We provide OTP service due to your reasons, resulting in the loss of the rights and interests of any third party or Us, you shall bear all legal liabilities and consequences arising therefrom.

4.3 You warrant that you are capable of performing your obligations under this Agreement, and that such performance does not violate any applicable legal restrictions binding on you nor infringes upon the legitimate rights and interests or intellectual property rights of any third party; you warrant that the content published by your products (including but not limited to website and App) will not violate the applicable laws and regulations, and will not infringe the legitimate rights and interests or intellectual property rights of any third party. Your behavior of using EngageLab Products, including but not limited to the behavior of sending messages, the recipient and the content of the messages sent, shall comply with the applicable laws. In addition, you shall bear the corresponding legal liability.

4.4 You warrant that you and the subject actually using EngageLab Products have the necessary authorizations, permits, licenses, approvals, etc. required for the business and operation in the country/region where the EngageLab Products are actually used; otherwise, you shall be liable for compensation if it leads to complaints, reports, or damage to the rights and interests of the recipient, or if it causes us to suffer governmental penalties or economic losses.

4.5 You warrant that you and the subject actually using EngageLab Products shall strictly comply with the laws and regulations applicable to personal information in the country/region where EngageLab Products are actually used, and ensure that the handling of personal information in the actual use of EngageLab Products (including, but not limited to, the collection, use, transfer and sharing of personal information) is in line with the compliance requirements of the country/region where the EngageLab Products are actually used as well as the country/region where the personal information subject is located. For the purpose of this Agreement, you are aware of and agree to the transfer of the user’s personal information directly/indirectly obtained to the data center you choose when creating your products on the EngageLab Platform. If there is a cross-border transfer of data, you will fulfill the data export compliance obligations in accordance with the laws and regulations of the place where the data are exported from. We can provide assistance and cooperation. You undertake to fulfill the foregoing legal compliance obligations before the data crosses the border. If you violate the above provisions and cause Us to suffer losses or penalties imposed by government authorities, you shall be liable for compensation.

4.6 You warrant that the act of sending messages (including pushing messages and sending emails, international SMS and WhatsApp messages) to the recipient by you and the subject actually using EngageLab Products as well as the content of the messages (the content of push messages, emails, international SMS and WhatsApp messages) has been legally authorized by the recipient, and does not violate the corresponding laws and regulations of the recipient’s country/region. Otherwise, you shall be liable for the compensation if it leads to complaints or reports from the recipient or damage to the recipient’s rights and interests or causes Us to suffer government penalties or economic losses.

4.7 You should correctly interface EngageLab Products with your products according to the documentation, instructions, and technical support of the corresponding products on EngageLab’s official website, and bear the development work and cost of interfacing EngageLab Products with your products; you are aware that, if you interface and/or use the products incorrectly, the EngageLab Product features will not work as expected, and that We may limit and/or terminate the services for you as a result of your incorrect use. You will be responsible for the resulting effects and losses.

4.8 You may not use EngageLab Products to do any of the following:

(1) Spreading spam or other content that violates applicable laws;

(2) Sending messages to third parties other than your users;

(3) Sending messages anonymously;

(4) Other behavior that is beyond the scope of Our services and may cause Us to incur damages, or is prohibited by applicable laws.

4.9 If the users of your products include minor users, you should obtain the express consent of the minor user’s guardian before collecting the minor user’s personal information.

5. Our Rights and Obligations

5.1 EngageLab Platform has technical documents and instructions for SDK integration, API interfacing and use of EngageLab Products, which may help you integrate and interface with EngageLab Products. We would like to remind you: please strictly follow the EngageLab Platform’s documentation and instructions on the use of EngageLab Products to adapt and call the SDK or API interfaces of EngageLab Products. You will be responsible for any impacts and losses caused by your failure to integrate or interface correctly.

5.2 We are responsible for the day-to-day operation and maintenance of the EngageLab Platform and for eliminating malfunctions in a timely manner, except for the events caused by you and/or force majeure and beyond Our control. If you find any abnormality in the EngageLab Products, please notify Us immediately. We will actively assist you in debugging the product after receiving your feedback until it is back to normal. We will not be liable for interruptions or other failures of EngageLab Product services caused by you and/or force majeure and reasons beyond Our control, but We will do Our best to minimize the losses and impacts caused to you as a result thereof.

5.3 If We discover that you are incorrectly integrating, interfacing, or using EngageLab Products, We will normally inform you by reasonable means before taking appropriate measures, but in an emergency (affecting the stability of EngageLab Platform, violating applicable laws, etc.), We have the right to respond immediately, including, but not limited to, restricting access to the client, API calls, logins to the website’s management platform, the delivery of certain content, and controlling the use of and access to certain services. In case of emergency, We will notify you immediately after responding.

5.4 If your account password is leaked due to your reasons, you are responsible for the risk and loss of information leakage and fraudulent use of your Order, and We shall not bear the responsibility. In order to avoid legal risks caused by the misuse of your account after the theft, We will take reasonable measures to prevent third parties from operating on your account after you report the situation.

5.5 In the course of your use of services on EngageLab Products, if you damage the legitimate rights and interests of a third party or infringe the intellectual property rights of a third party, or violate this Agreement, or applicable laws and regulations, We have the right to interrupt or terminate the services on EngageLab Products without any compensation, and reserve the right to pursue your legal responsibility. You should bear all liabilities.

5.6 We reserve the right to change, suspend or terminate part or all of the services on EngageLab Products at any time, and the right to adjust the types, forms and rate of charges of EngageLab Products at any time according to the actual situation. Due to Our business development demands or changes in applicable laws, regulations and regulatory policies, We have the right to adjust the scope of services provided to you, but We will notify you in a reasonable manner before such adjustment.

6. Information Protection

6.1 We have the right to collect, use, disclose and store data generated by you and your users in the course of using the services on EngageLab Products as set forth in this Agreement and the Privacy Policy. If your users make unreasonable complaints or claims about this, We have the right to require you to cooperate in defending Our interests. We will take a variety of industry-standard physical, electronic and managerial security measures to protect the security of your personal information and that of your users against the risk of data breaches.

6.2 You agree that We have the right to collect, store, use, process and transmit information, data and materials related to you, as well as the right to utilize the aforementioned information, data and materials for the development of big data, and enjoy intellectual property rights and other statutory rights over the results of the development. We undertake to exercise the aforementioned rights in strict compliance with the principles of legality, legitimacy and necessity, and to ensure that they do not contravene the mandatory provisions of applicable laws. We will take reasonable measures to use the aforementioned information, data and materials in accordance with the rules, purposes, methods and scope of collection and processing of information as set forth in the Privacy Policy.

6.3 You understand and agree that We shall not provide the above information, data and materials to unrelated third parties other than Us and Our affiliates, unless otherwise agreed in this Agreement.

6.4 We undertake not to disclose or provide to unrelated third parties the information, data and materials that you store on the EngageLab Platform when using services on EngageLab Products, except in the following circumstances:

(1) Having obtained your prior authorization and consent;

(2) Providing your relevant information, data and materials in accordance with applicable laws or instructions from competent authorities, including, but not limited to, fulfilling legal disclosure obligations, cooperating in audit supervision and judicial investigation and evidence collection in accordance with the requirements of the competent authorities;

(3) Any disclosure of information resulting from your informing or sharing your EngageLab Platform account or password with a third party, or any other disclosure of information that is not caused by Us;

(4) Your disclosure or provision of information, data and materials to the public at your own discretion;

(5) Any disclosure of your information due to hacking, computer virus intrusion and other force majeure events;

(6) The need to safeguard the public interest.

6.5 In order to provide you with a better and more convenient service, you understand and agree that We have the right to, based on your information, push and alert you to news about the progress of your Order and offers that are of interest to you on the EngageLab Platform.

6.6 In order for you to enjoy a better user experience, We will comprehensively make statistics of, analyze and process your information, data and materials in order to provide a more prepared, personalized, smooth and convenient service.

6.7 After We inform you about the upgrade or update of the SDK, API interface of the EngageLab Products, you should follow Our requirements to make upgrade or update. In the event that We believe that We are experiencing special circumstances, you shall complete the upgrade or update of the SDK, API interface of the EngageLab Products in accordance with Our upgrade or update requirements in a timely manner and make them available to users in a timely manner.

6.8 You should ensure the authenticity and validity of the personal information provided and that it will not violate the legitimate rights and interests of any third party. If the information you provide contains any errors, inaccuracies, outdated or incomplete information or violates the legitimate rights and interests of a third party, We shall have the right to suspend or terminate the provision of services to you, or limit your use of some or all of the functions of services on EngageLab Products. You shall bear full liability for the compensation.

6.9 Without Our written consent, you may not authorize a third party to use data generated in the course of using EngageLab Products; you may not distribute, sell, resell, lease, license, sublicense, or otherwise make available to a third party any of the information on the EngageLab Platform or any user information.

6.10 You may not use any data mining, robots, or similar data gathering and extraction tools to collect or mine information about the EngageLab Platform or users.

6.11 You undertake that your users are aware of and consent to the collection, use and disclosure of their personal information as set forth in this Agreement and the EngageLab Platform Privacy Policy. If your users make a personal information subject request related to EngageLab Products, you need to first verify the identity of the personal information subject and the legitimacy of the request, and then contact Us in a timely manner after you decide to respond to the request. After We verify your identity and the legitimacy of the request, We will actively cooperate in responding to the request of the personal information subject and reply to you in a timely manner. In the event of a claim or complaint resulting from your unilateral failure to fulfill your obligations in relation to a request from a personal information subject, you shall bear full liability for the handling of the complaint or claim and the resolution of the dispute, and shall compensate Us for all damages that We may have suffered as a result of such failure. You are responsible for the quality and legality of your products.

7. Intellectual Property Rights

7.1 We enjoy the ownership and intellectual property rights of all content on the EngageLab Platform, including, but not limited to, trademarks, patents, computer software copyrights, know-hows and trade secrets. Without Our written consent, you may not copy, imitate, modify, translate, adapt, lend, sell, sublicense, disseminate on the information network, or transfer EngageLab Products and services, nor may you misappropriate, decompile, disassemble, disassemble, or malignantly attack Our SDK software packages, API interfaces, or commit any other acts that jeopardize the safety and rights and interests of Us and third parties, or use Our SDK software packages, API interfaces for purposes other than those stipulated in this Agreement.

7.2 We agree that you use Our name, trade name, trademark, logo, domain name and other commercial signs in the process of commercial publicity of your partners; you agree that We use your name, trade name, trademark, logo, domain name and other commercial signs in the process of commercial publicity of Our partners, as well as promote the cooperation with you as a customer case. In any case, neither Party shall engage in matters that may affect the cooperation between the two Parties or violate the other Party’s reputation, intellectual property rights, privacy and other legitimate rights and interests.

8. Liability for Breach of Contract

8.1 You shall indemnify Us against all losses (including, but not limited to, litigation/arbitration costs, attorney fees, settlement costs, indemnification costs, and penalties) incurred to Us arising from any claim, suit or other proceeding that a third party files against Us as a result of your use of services on EngageLab Products in breach of this Agreement, including, but not limited to, violation of the protection of personal information, infringing on the intellectual property rights of a third party in any way, or use of any material or information that contains obscenity, libel, slander, rumor, racism, or that infringes on the rights of a third party to its name, reputation or privacy.

8.2 If your breach of your obligations under this Agreement results in your users asserting any form of claim or right against Us, or causes us to be involved in litigation or administrative proceedings, you shall be responsible for settling the matter and defending Us, or cooperating in Our defense at Our request, so as to safeguard Our interests from harm, and shall indemnify Us for any damages that We may suffer as a result of such claims, including, but not limited to, litigation/arbitration costs, attorney fees, settlement costs, indemnification costs and penalties.

8.3 If you are found to be in breach of contract, We shall have the right to delete the relevant information without prior notice, suspend or terminate the provision of services on EngageLab Products to you and require you to immediately stop using or copying the relevant documents.

8.4 If any of the following occurs, We shall have the right to stop the services on EngageLab Products and require you to immediately remove the SDK software package and API interface involved:

8.4.1 You access EngageLab Platform, upload or post information, or use EngageLab Products inappropriately in violation of applicable laws;

8.4.2 Your behavior infringes a third party’s privacy, trade secrets, intellectual property rights, or legal rights;

8.4.3 You are acting in violation of applicable laws. In the event of any of the above, you shall be solely and independently liable in your own name and shall indemnify any third party who suffers damages as a result of the infringement.

8.5 We have the right to review your behavior for breach of contract, and you agree and irrevocably ratify the results of Our review on you and the evidence collected. The fact that We deal with your breach of contract in accordance with this Agreement or the relevant Order does not exempt you from the legal liability you should bear.

8.6 You shall be legally liable for your actions in using services on EngageLab Products. Your liability may take the form of, but is not limited to, indemnification for the aggrieved party and, after We have first assume liability for administrative penalties or tortious damages resulting from your conduct, you shall indemnify Us in an equal amount. In no event shall We be liable to you or any third party for any indirect, consequential, incidental, special or punitive damages arising out of this Agreement.

9. Disclaimer

9.1 We have the right to perform maintenance or upgrades to the EngageLab Platform on a regular or occasional basis. We shall not be liable for any interruption or suspension of the services on EngageLab Products for a reasonable period of time as a result of such maintenance or upgrades.

9.2 We will not be liable for any losses incurred to you as a result of any of the following:

9.2.1 In the event of force majeure, force majeure, which means objective circumstances that are unforeseeable, unavoidable and insurmountable, including, but not limited to, acts of government, acts of nature, fires, explosions, changes in geography, storms, flooding, earthquakes, tidal waves, lightning or war;

9.2.2 Hacking, computer virus intrusion or attack;

9.2.3 The system being damaged, paralyzed or not functioning properly;

9.2.4 Technical adjustments in the telecommunications sector;

9.2.5 Any situation that affects the normal use of the network and services, such as the policy adjustment of telecommunication carriers that affects, suspends or stops services on EngageLab Products;

9.2.6 Temporary closures due to government regulation;

9.2.7 Other circumstances not caused by our fault.

9.3 We provide services on EngageLab Products only. You are responsible for creating, modifying, testing, operating and maintaining the functionality of your product at your own expense. We will conduct technical review on your product, but We are under no obligation to verify the capabilities of your services or the quality of your services. We shall not be deemed to be a co-provider of your product (function) as a result of any review and shall not be liable for your product (function) as a result of such review.

9.4 If, pursuant to applicable laws or legal process, governmental mandate or judicial decision, We are required to delete all or part of the data you have accessed on EngageLab Platform, We shall have the right to delete your information without bearing any liability.

10. Termination and Assignment of the Agreement

10. Termination of the Agreement

10.1.1 We will terminate the provision of EngageLab Products to you when you cease from using Our EngageLab Products or when We are unable to contact you via the contact information you have provided within a reasonable period of time.

10.1.2 When your behavior violates the law, We shall have the right to terminate EngageLab Products and require you to immediately stop the illegal behavior.

10.1.3 We will terminate the provision of EngageLab Products to you upon the occurrence of a force majeure event that makes it impossible for either Party to continue to fulfill its obligations.

10.1.4 We will terminate the provision of EngageLab Products to you in the event of your discontinuance, cancellation or revocation of your business license, bankruptcy, or deterioration of your financial situation to the extent that you are unable to fully perform your obligations under this Agreement.

10.1.5 Upon termination of this Agreement, We have the right to determine whether to retain any information you retain on the EngageLab Platform. You have no right to require Us to retain for you or to forward to you and third parties any information in your account.

10.1.6 Fees payable by you under this Agreementbut not settled will be due immediately upon termination of this Agreement. The fees payable by you will also include other costs (such as attorney's fees) incurred to recover the outstanding fees from you, which We may deduct from your account or through other settlement methods, and you shall make up the shortfall.

10.2 Assignment of the Agreement

10.2.1 We have the right to assign all of Our rights and obligations under this Agreement to Our affiliates. In the event of such an assignment, We will notify you by means of a website announcement, internal message, or email.

10.2.2 You may not assign all or part of your rights or obligations under this Agreement without Our prior written consent.

11. Notice

All notices from Us to you under the terms and conditions of this Agreement may be made by means of EngageLab Platform announcements, internal messages, or emails. Such notices shall be deemed to have been served on the date they are sent.

12. Interpretation of this Agreement, Applicable Laws and Dispute Resolution

12.1 We have the right to interpret the terms of this Agreement.

12.2 The conclusion, validity, interpretation, performance, modification and termination of this Agreement and the resolution of disputes shall be governed by the laws of Singapore and shall not be inconsistent with the mandatory provisions of other laws that may be applicable to this Agreement.

12.3 Any disputes arising from the use of the services hereunder shall be resolved by both Parties through consultation. Any legal disputes that cannot be resolved through consultation will be subject to the jurisdiction of the courts in the jurisdiction where EngageLab Platform is located.

12.4 If some of the provisions of this Agreement are held to be invalid, illegal or unenforceable under applicable laws, the other provisions of this Agreement shall remain in effect and shall be binding on the Parties.