Use Agreement for Megvii FaceID Enterprise Edition

I. Introduction

1.1 This Use Agreement for Megvii FaceID Enterprise Edition (hereinafter referred to as the "Agreement") is a valid contract entered into by and between Beijing Kuangshi Technology Co., Ltd. (hereinafter referred to as "Megvii") and a natural person customer (hereinafter referred to as "you") who uses the Megvii FaceID Enterprise Edition product (hereinafter referred to as the "Product") regarding your use of the Product.

1.2 To serve you in a better way, you are requested to carefully read and fully understand the clauses of the Agreement before using the Product, especially the clauses about the release, waiver or limitation of liabilities as well as applicable laws and dispute resolution clauses. Please note that the clauses about the release, waiver or limitation of liabilities and other material clauses will be shown in bold, on which you should focus.

1.3 If you do not agree on the Agreement, we will be unable to provide you with the Product. By choosing independently to agree on or use the Product, you acknowledge that you have fully understood and agreed to be bound by the Agreement and other agreements and rules related to the Product as a party hereto, including but not limited to Privacy Policy.

1.4 If you have any doubt, advice or opinion about the clauses of the Agreement, you may contact us by email at zixunjianyi@megvii.com.

II. About the Product

2.1 The Product is a software application that allows you to authenticate to your company’s PC and Web Windows applications by biometric verification using our FaceID Biometrics or native screenlock on your device, and is designed for verification of employees’ identity. It is a multifactor authenticator with Facial Biometrics, FastPass and ont time passcode. Whether and in which circumstance you can use the Product and related functions depends on the management decision of the company which you work for (“your company”). Your rejection to use the Product and/or related functions may cause inconvenience and is subject to your consultation with the management of your company.

2.2 You may download or otherwise obtain the Product at any of the third-party app stores licensed by Megvii. If you get the Product other than from a third party licensed by Megvii, Megvii makes no warranty as to normal operation of any unauthorized version of the Product and denies any liability for your losses caused thereby.

2.3 As Megvii may develop different versions of the Product for different terminal devices, you should obtain, download and install the appropriate version according to the actual conditions of your device. If you no longer use the Product, you can uninstall the installed version yourself.

2.4 To improve users’ experience and services in a better way, Megvii will provide updates or changes of the Product from time to time (including but not limited to modifications, upgrades, function enhancements and software replacements), and you can choose whether to update your version according to your needs.

2.5 Megvii will grant you a revocable, non-assignable and non-exclusive license to use the Product legally. All the rights which are not expressly granted hereby shall be reserved by Megvii. Your exercise of such rights shall be subject to Megvii’s prior written consent. Megvii’s failure to exercise such rights shall not constitute a waiver of the same.

III. About Account

3.1 If you need to use the Product to meet the management decision of your company, after downloading the Product from a licensed third-party app store, you shall log in to the Product with your company account and verify your employee identity by entering your username and intranet password. After that verification, you need to do the face secondary verification with the Product. You will log in to the App after the likelihood of two faces is checked by comparing your selfie image to the face image on record of your company, when your company account will be bound automatically on the Product.

3.2 Account cancellation: If you intend to cancel your account, you may contact your company for that purpose, provided that you shall be still responsible and liable for your use of the Product before your account is canceled.

3.3 When no face image has been submitted by you to your company, at the time of initial login, after you click SSO login, the facial biometrics registration page may pop up, in which case you can only use the Product to bind your company account and log in with your face after you complete the facial biometrics registration process.

3.4 If you need to view your login history, you need to open the App and click Authentication Log to view that, including login time, platform, client and verification results.

3.5 Each account only allows the login to one device, and it is only valid on the latest device. If you log in to the App on a new device, other logged-in devices will no longer be displayed as logged-in.

3.6 By clicking "Exit" in the App, you may log out on your mobile phone.

3.7 Please note that in the course of using the Product, Megvii will only provide technical services, and your personal data, including but not limited to the face image submitted when you perform facial biometrics registration and the logs of your login behavior, will be encrypted and stored in the privatized server of your company.

3.8 Your account is for your own use only, and others may not be permitted to use it in any way without the written consent of your company. If you find that or have reasonable reason to claim that your account is used by others, to ensure the security of your account, you may not be able to log in with your face, and Megvii shall have the right to warn your company about that matter.

3.9 It is your responsibility for maintaining the security and confidentiality of passwords, QR codes and other data. All damages and consequences from any loss, leakage or invalidation of the above passwords, QR codes and other data as a result of improper security measures or other actions of you shall be borne by yourself.

3.10 If you find that others have used or stolen your account and password or your account and password are otherwise used without your consent, you shall immediately notify your company or Megvii in an effective manner. After receiving an effective request from you and verifying your identity, Megvii will take corresponding measures according to the situation. If the information provided by you is incomplete and it results in that Megvii fails to verify your identity or judge your request and thus Megvii fails to deal with the situation in a timely manner, all losses caused to you due to this shall be borne by yourself. Besides, as it requires a reasonable period of time for Megvii to take measures for your request, the losses caused to you due to others’ behaviors before Megvii takes measures according to the effective notification from you shall have nothing to do with Megvii.

V. Requirements for Users’ Behaviors

You shall be responsible and liable for your behaviors of using the Product. Unless permitted by laws or with prior written consent of Megvii, when using the Product, you may not:

5.1 Use any plug-in, tag-on, system or third-party tool that is not authorized or licensed by Megvii and that may interfere, destroy, modify or otherwise affect the normal operation of the Product.

5.2 Make use of the Product to do, or do for the Product, any act endangering the security of computer network, including but not limited to:

5.2.1 Conduct reverse engineering, reverse assembling or compiling for the software involved in the Product and related services, or otherwise attempt to discover the source code of the Product;

5.2.2 Conduct illegal intrusion into the network, interference with the normal functions of the network, theft of network data and other activities that endanger network security;

5.2.3 Provide programs and tools that are designed to invade the network, interfere with the normal functions and protective measures of the network, steal network data and initiate other activities that endanger network security;

5.2.4 Enter any unauthorized server/account;

5.2.5 Enter another person’s computer system without permission or delete, modify or add stored information therein;

5.2.6 Attempt to search, scan or test for weaknesses in the Product or have any other action in destruction of network security;

5.2.7 Attempt to interfere with or disrupt normal operation of the Product, intentionally distribute any malware or viruses, or take any other action that disrupts normal information services on the network;

5.2.8 Violate laws and regulations, the Agreement and relevant rules of Megvii and infringe upon others’ legal interests.

5.3 You can only use the Product for civil purposes and you shall not use the Product for any military purposes other than civil purposes in any way under all circumstances or for purposes listed as illegal in the country where you are located or in the country where the Product is used, including but not limited to nuclear weapons, biological or chemical weapons, missiles, terrorist activities or violations of civil rights.

5.4 If you intend to use the Product outside the Chinese mainland, you and your company shall obtain the written consent of Megvii. Even with the written consent of Megvii, you shall comply with the restrictions and supervisions of all laws, regulations and policies of the United States, the European Union and/or other government agencies governing operations of foreign entities when the Product is used overseas. The Product or any products developed with the Product shall not be resold, exported or transferred to any specific countries or persons. Without all the necessary prior approvals from Megvii and appropriate government agencies, you shall not export any products/services of Megvii or any technologies containing any Megvii’s products directly or indirectly.

5.5 If Megvii has reason to consider that your behaviors violate or are reasonably expected to violate the above provisions, Megvii may use its discretion and independent judgment and shall have the right to terminate the provision of services for you and hold you legally liable, without prior notice to your company.

VI. Content Use Specification

You shall not conduct, among others, the following behaviors in violation of laws and regulations or provide convenience for such behaviors:

6.1 Behaviors that oppose the basic principles set forth in the Constitution, endanger national security, divulge state secrets, subvert state power or undermine national unity;

6.2 Behaviors which are detrimental to the honor and interests of the state;

6.3 Behaviors that incite ethnic hatred and discrimination and undermine national unity;

6.4 Behaviors that undermine the state’s religious policies and promote cults and feudal superstitions;

6.5 Behaviors that spread rumors, disturb social order and undermine social stability;

6.6 Behaviors that spread obscenity, pornography, gambling, violence, murder, terror or abet crimes;

6.7 Behaviors that insult or slander others or infringe upon others’ legitimate rights and interests;

6.8 Behaviors that infringe upon others’ legitimate rights such as intellectual property rights and trade secrets;

6.9 Behaviors that maliciously fabricate facts and conceal the truth to mislead or deceive others;

6.10 Other behaviors prohibited by laws and regulations.

VII. Legal Liability

7.1 You warrant that your use of the Product and your behaviors will not infringe upon the legitimate rights and interests of others.

7.2 You understand and agree that if Megvii discovers, for the first or second time, on its own or according to the information of relevant departments, complaints from obligees and other sources that you may infringe upon the legitimate rights and interests of others or violate the Agreement, Megvii will have the right to verify it with your company and unilaterally take one or more of the following measures at any time.

7.2.1 Terminate your use of the Product;

7.2.2 Hold you legally liable;

7.2.3 Announce such behavior of yours;

7.2.4 Report all the information known to Megvii to relevant regulatory departments;

7.2.5 Take other measure which Megvii deems appropriate.

7.3 You shall be liable for all disputes and liabilities arising out of any actions or measures taken by Megvii for your use of the Product in accordance with the above provision or other relevant provisions of the Agreement or for your violation of relevant laws. You shall bear any losses caused thereby to you, and shall also be fully liable for any losses caused thereby to Megvii or others.

VIII. Release and Waiver of Liability

8.1 You understand and agree that the Product may be affected or disrupted by a lot of factors, so Megvii does not warrant that (including but not limited to):

8.1.1 The Product will be undisturbed and updated and will work safely and reliably, free from any error;

8.1.2 The Product is completely suitable for users’ requirements;

8.1.3 Any software, services or other materials obtained by you through or from Megvii will meet your expectations;

8.1.4 All errors in the Product will be corrected.

8.2 You understand and agree that, to provide you with better services, Megvii has the right to overhaul, maintain and upgrade the Product or relevant equipment regularly or irregularly. In this case, relevant services may be interrupted or suspended for a reasonable period of time. If this causes any losses to you, you agree to waive your claim against Megvii.

8.3 You understand and agree that the Product is provided on the basis of existing technology and conditions. Megvii will do its best to provide the Product for you to ensure the continuity and security of the Product, but Megvii will not guarantee that the Product provided is completely impeccable, nor always predict and prevent risks in law and technology, including but not limited to the interruptions and other losses and risks that may be caused by force majeure, viruses, Trojan viruses, hacker attacks, system instability, third party service defects and government actions. Therefore, you also agree that even if there are defects in the Product provided by Megvii, the defects are unavoidable due to the technical level of the industry at that time and you will not deem Megvii as breaching the Agreement. For the losses caused to you thereby, you agree to waive your claim against Megvii.

8.4 You understand and agree that during the use of the Product, the Product may be interrupted due to risk factors such as force majeure. Force majeure refers to unforeseeable, insurmountable and unavoidable objective events that have a significant impact on one or both parties, including but not limited to natural disasters such as floods, earthquakes, epidemics and storms, as well as social events such as war, turmoil and government actions. In case of the force majeure above, Megvii will try to cooperate with relevant units in the first time and carry out a repair in a timely manner. If this causes any losses to you, you agree to waive your claim against Megvii.

8.5 You understand and agree that the purpose of the Agreement is to ensure compliance with national laws and regulations, maintain public order and good customs and protect the legitimate rights and interests of users and others. Megvii will make the best judgment in accordance with relevant laws and regulations within the scope of its ability. However, Megvii does not guarantee that its judgment is completely consistent with that of judicial organs and administrative organs. You understand and agree that you will bear the consequences arising therefrom.

8.6 You understand and agree that if losses are caused to you due to any interruption with or obstruction to your use of the Product under any of the following circumstances, you agree to waive your claim against Megvii:

8.6.1 Any damage caused by computer viruses, Trojan viruses or other malicious programs or hacker attacks;

8.6.2 Failure of computer software, system, hardware and communication lines of you or Megvii;

8.6.3 Your improper operations;

8.6.4 Your usage of the Product without authorization from Megvii;

8.6.5 Other circumstances that are beyond Megvii’s control or that cannot be reasonably foreseen by Megvii.

8.7 In no event shall Megvii be liable for any indirect, consequential, exemplary, incidental, special or punitive damages incurred, including loss of profits suffered in connection with your use of the Product. Unless otherwise expressly stipulated by laws and regulations, the total liability of Megvii to you, no matter for what reason or behavior, will be limited to the amount of the fees (if any) paid by your company to Megvii during the use of the Product.

X. Notice

10.1 Megvii may send all kinds of rules, notices, hints and other information about the Product to you in one or more forms, such as web announcement, web hint, email, SMS, regular letter and internal messages of the management system through the service account registered by you. Such information shall be deemed to have been accepted and agreed by you and shall be binding upon you if they are published or sent in any of the foregoing ways. You shall notify Megvii or your company in writing if you do not agree on such information, and you or your company shall communicate with Megvii, otherwise you are deemed to have accepted and agreed on them.

10.2 If you fail to receive relevant rules, notices, hints or other information due to errors in the email, mobile number and contact address, etc. provided by you, you shall be deemed to have accepted and agreed on such information and such information shall be binding upon you, and all consequences and liabilities arising therefrom shall be borne by you.

10.3 If you need to notify Megvii of any matter, you shall notify Megvii in writing according to the contact information officially published for the Product.

XI. Intellectual Property Rights

11.1 The intellectual property rights of the content (including but not limited to software, technology, web pages, programs, words, pictures, layout designs and electronic documents) provided by Megvii in the Product shall be owned by Megvii, except those owned by others according to law. Unless otherwise specially stated, the copyright, patent right and other intellectual property rights of the software on which Megvii provides the Product shall be owned by Megvii. The aforesaid and any other intellectual property rights legally owned by Megvii according to law shall be protected by law, and you shall not use them or create any derivative works based on them in any form without the written consent of Megvii.

11.2 You only have the right to legally use the Product in accordance with the Agreement, and all rights related to the Product, such as copyright and patent right, shall be owned by Megvii. Without the written consent of Megvii, you shall not use them in violation of the Agreement or laws or sell, transfer or sub-license the codes and development tools of Megvii to any entities or individuals.

11.3 You shall not use any trademark, service mark, trade name, domain name, website name or other prominent brand features of Megvii, including but not limited to "旷视" and "MEGVII" (hereinafter referred to as "Marks") privately in any circumstance. Without the prior written consent of Megvii, you shall not display, use or apply for trademark registration, domain name registration, etc. of the Marks in this article alone or in combination, and you shall not express or imply to others that you have the right to display, use or otherwise dispose of the Marks. The full legal liability for losses caused to Megvii or others as a result of your violation of the Agreement in using Megvii’s Marks and other logos shall be borne by you.

XII. Miscellaneous

12.1 Any third-party software or technology may be used in the Product. If it is used, Megvii warrants that it has obtained the lawful authorization. Meanwhile, Megvii shall display relevant agreements or other documents in accordance with relevant regulations or agreements. The aforementioned relevant agreements or other documents expressed in various forms shall constitute an integral part of the Agreement and shall have the same legal force as the Agreement. Therefore, you shall abide by all requirements therein. Otherwise, you shall bear all liabilities incurred caused thereby on your own. Any dispute arising from the third-party software or technology used in the Product shall be resolved by the third party.

12.2 The content of the Agreement shall also include the agreements or rules set forth in the annex hereto and other relevant agreements and rules continuously published by Megvii regarding the Product. The foregoing content shall form an integral part of the Agreement once being officially published and shall be observed by you. In case of any conflict between the content above and the Agreement, the Agreement shall prevail. Once you register or use any services under the Agreement, you shall be deemed to have read and agreed to be bound by the Agreement and the content above. Megvii has the right to unilaterally modify the Agreement or the content above if necessary. If you continue to use the Product after relevant content is changed, you shall be deemed to have accepted the modified content. You shall communicate with your company and stop using relevant service if you do not accept the modified content.

12.3 The Agreement is signed in Haidian District, Beijing, P.R.C.

12.4 The establishment, entry into force, performance, interpretation and dispute resolution of the Agreement shall be governed by the laws of the mainland of the People’s Republic of China (excluding the conflict of laws).

12.5 Any disputes between you and Megvii shall first be settled through friendly negotiation. If the negotiation fails, both parties agree to refer the dispute to the people’s court with jurisdiction in the place where the Agreement is signed for settlement.

12.6 The headings used in the Agreement are inserted for reading convenience only and will not affect any meaning or interpretation of any provision of the Agreement.