User Master Subscription Agreement

Thanks for the Use of Neocrm!

This End User Master Subscription Agreement (hereinafter referred to “the Agreement”) is the basic norm for use of Neocrm, which will be binding upon all end users. Please carefully read full content of the Agreement before you agree with it. You may (1) single click or check the box for agreeing with the Agreement; (2) execute the order referenced the Agreement; or (3) use free services. This operation will indicate that you have read and sufficiently understood and accepted the content herein. If you register, log in and use Neocrm on behalf of certain entity rather than yourself, you will be deemed that you have been fully authorized to agree with the Agreement on behalf of the entity and accept the revision and supplementation on the Agreement from time to time. When you haven’t the foresaid authorization or you disagree with these terms and conditions, you should not accept the Agreement, nor use any service provided by Company.

Special Prompt: You should give special attention on terms and conditions on limiting or exempting responsibility of Company, limitation on your rights, identification and solution for regulation/agreement violation behaviors, and determination of competent jurisdiction court or similar contents. Meanwhile, such terms and conditions may be font bolded and/or underlined for your attention.

You should not access to Neocrm for the purpose of monitoring the availability, performance or function, or any other competitive purposes. Unless it is previous agreed by Company in written, any direct competitor of Company is not allowed to access to Neocrm.

With the rapid development of Internet industry, the Agreement could not cover all rights and obligations between you and company, while existing agreement may not fully make sure of meeting your future needs. For this reason, you are supposed to agree that Company has right to amend and supplement content of the Agreement and publicize it. Generally (like the amendment or supplementation has to be made to satisfy with legal requirements), the amended agreement will immediately come into effect on the date of publication or the effective date specified. Your continual access to and use of Neocrm will be deemed as acceptance of amended terms and conditions of the Agreement.

1.Content of Service

The “software and/or service” herein refers to Neocrm provided to you by Company with specific functions and service subject to the content you used or subscribed.

2.Usage

You should keep your login password safe while using Neocrm. You or entity you represented will possess the ownership of data and information (including but not limited to client data, contact person, file and communication information) you input into Neocrm during the usage. You will be responsible for the accuracy and legality of such data and information and you shall not violate any individual data protection laws and regulations related. When you decide to no longer use Neocrm after the free trial period or paid licensed period, you should export and backup data and information you stored in Neocrm within 60 days after the end of licensed date because Company will not continue saving your data afterward. If you decides to continue using Neocrm, you are suggested to timely sign subscription agreement with Company or the agent.

3.Technical Support and Maintenance

With the license period, Company will provide after-sales service including instruction for troubleshooting, recovery of system BUG, and collection of product demand or similar, and ensure you could use the software in a safe, normal and barrier-free way. Company will provide technical support and service standard as below:

1. a) Technical support hotline: 4000-122-980，7*15h consultation, and service hours: 8:00 to 23:00;
2. b) Online IM supportof official website: 5*8 support service with service hours from 9:00 to 18:00;
3. c) E-mail technical support: service@xiaoshouyi.com; reply available from 9:00 to 18:00;
4. d) Online remote technical support: 5*8 support service with service hours from 9:00 to 18:

Service response level	Description of failures	Response time	Solution time
****	1. System breakdown totally and no response for any operation, or login failure 2. Intermitted, random, repeated system errors in short period, and system continual operation unavailable 3. System operation slowed down apparently for the reason of service blocking leading to failure of normal use 4. Due to network problem, system operation obviously slowed down, notifying and helping user to overcome these troubles	Within one hour	Within two hours
***	System logic error causing certain function works abnormally and affecting the function service efficiency rather than the overall system operation.	Within four hours	Within forty-eight hours
**	Non-core system function failure leading to a common operation error that could be solved by a substitute plan without influence over the operation of core service flow.	Within 24 hours	Within nine natural days
*	System demand without affecting service flow mostly due to inconvenient operation experience or functions	Within one week	Subject to the availability of new functions
Note: For the reason of public cloud service basis, the bug fixing or code release will have to reboot the server. The rebooting will be made in the night. The public cloud service is on the basis of remote deployment so the bugs fixing on server will not need field operation. In case of special conditions occurred within response period, we will provide a temporary solution to make sure of system operation. In the event that any trouble could not be solved within the expected period, we shall consult to determine a new time limit of solution.

 

4.Intellectual Property Right

Company possesses the whole ownership of Neocrm (including any development and update) and all related intellectual property right (including but not limited to source code, target code, files and documents, interface design, layout framework, product logo and any software and information provided by Company for maintenance and technical support). You agree that Company possesses the above-mentioned ownership and intellectual property right, and commit to respect and infringe neither ownership nor intellectual property right of Company in any way. Without the written permit of Company, you should not engage in or have any following behaviors, otherwise assume corresponding legal responsibility related:

(a) Use Neocrm for other purpose rather than the purpose herein, including but not limited to reselling, subleasing, assigning and sublicense;

(b) Simulate the product and service of Company to change, decompile, disassemble or similar reverse engineering against Neocrm;  

(c) Copy and simulate any design, interface, function and chart & diagrams of Neocrm, and generate product or service similar to or competing with Neocrm.

(d) Modify or manufacture, create derivates or derive other products on the basis of Neocrm or service.

(e) Any other behaviors infringing Company’ intellectual property right.

5.Data Security

Company will try best to protect your data security and take proper protective measures for data transfer, storage, conversion or like. However, you should understand that the transfer, storage and conversion of data on the Internet may expose to certain unknown and uncertainty risk of data security, which includes but not limited to the data loss, leakage, damage, failed to read or take or similar. You acknowledge hereby that you have definitely known and agree to accept the risks and subsequences arose from such Internet influence and take proper measures (such as data backup, etc.) to lower the risk of loss at most.

Company will bear no compensation liability on data security compromising resulted from Internet technology other than subjective intent or gross negligence. In case of data security compromised by gross negligence of Company, the annual service fee paid to Company shall be the upper limit for compensation liability herein.

6.Privacy policy

We will protect your privacy data in strict accordance with the requirements of laws and regulations. For details, please refer to the “Neocrm privacy statement”.

7.Confidential

7.1 “Confidential information” refers to all information revealed by one party (“disclosing party”) to the other party (“receiving party”) in oral or written specified as confidential or properly known as confidential in consideration of the nature and condition of information being disclosed. You and Company shall be the disclosing party and receiving party mutually.

7.2 The confidential information shall cover:

(a) The data you saved in Company’s server, including operation conditions, technical operation, financial status, market, client and internal management information and human resource information, etc..

(b) All information related with content herein, including but not limited to the information, license fee rate or like.

(c) Within the validity of Agreement, the company’s code, file, data, model, case example, draft, technology, method, equipment information, software tool information or like known by you;

(d) Other proprietary and non-public information provided to the other party.

7.3 Following information excludes from confidential information:

(a) Information publically known for reason other than the receiving party;

(b) Information allowed receiving party to make public upon prior written consent of disclosing party;

(c) Confidential information known by receiving party before the disclosing party reveals it on the premise that receiving party doesn’t know the source of such information bound by any agreement or regulation.

7.4 The receiving party is only allowed to contact and use data and materials provided by the disclosing party for the purpose herein. Unless required by laws or competent authority, the receiving party shall not reveal confidential information of disclosing party to any third party.

This confidential term will survive upon the termination of this agreement until it becomes public or loses the need of keeping secret.

8.Disclaimer

You acknowledge and agree that Company shall assume no responsibilities in following cases:

The loss or leakage data, information, key or password is the result of your improper maintenance or confidential keeping or the leakage of individual information due to the reason other than the fault of Company;

The operation of Neocrm is suspended, interrupted, delayed, limited, abnormal, failed, or temporary shutdown caused by force majeure events, hacker attack, invasion of computer virus, fault of network operators or third party service provider or governmental regulation beyond the reasonable control of Company;

You understand and acknowledge that as limitation of technology, Company is unable to make sure of service provided free from flaws and we commit to continually improve our service quality and level in order to serve you better. Accordingly, you agree that if service provided by Company has deficiency, which is inevitable due to the limit of existing industrial technology level, it shall not be deemed as contract violation and Company will assume no responsibility against it.

9. Change/Interruption/Suspension of Service

Company will, in advance, announce any suspension of network service or service function update for the need of system maintenance of upgrading on its website or Neocrm system as much as possible.

10.Where you utilize Neocrm for any illegal or right infringement purpose, you or entityyou represented shall bear full responsibility. In this case, Company shall be exempted from any legal responsibilities.

11. Miscellaneous

The Agreement and service related herein shall be governed and interpreted according to laws of mainland China (excluding Hong Kong, Macao and Taiwan area). Any disputes arose from or related with the performance of the Agreement shall be solved through friend negotiation. When the negotiation fails, any of parties herein may submit disputes to China International Economic and Trade Arbitration Commission in Beijing for arbitration according to existing and effective arbitration rules when said arbitration is applied. The arbitration award shall be final and binding upon both parties hereto.

12. Improvement and Amendment of Agreement

Company has right to improve and amend this agreement from time to time in accordance with the development of Internet and change of laws and regulations of the P.R. of China. Company will reserve the right to revise the Agreement at all times. In the event of disputes, the latest Agreement shall prevail. Where there is discrepancy between the Agreement and other written agreement you otherwise signed with Company, the later Agreement shall be subject to.