EZVIZ no longer supports Internet Explorer 10 or earlier versions, and the site may not behave as expected. Please upgrade to a newer browser.
Last updated: Nov. 16, 2022
This EZVIZ Cloud Platform Service Agreement (hereinafter referred to as "Agreement") is an agreement between Hangzhou EZVIZ Software Co., Ltd. (hereinafter referred to as "EZVIZ", "we", "us", or "our") and you ("CUSTOMER", "you" or "yours"). This Agreement takes effect when you sign any Additional Services Agreement with any of our agents, which specifies this Agreement or, if earlier, when you use any of EZVIZ Cloud Services as defined in this Agreement ("Effective date").
1.1 In this Agreement, unless the context otherwise requires,
Applicable Law means any international or local statutes, laws, rules, regulations, orders, directives, judgments, decrees, or other requirements of any international or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to a party;
CUSTOMER App or Your App means CUSTOMER's mobile software applications available on the Apple Store or any Android Platforms that connect to EZVIZ Cloud Platform;
CUSTOMER Content or Your Content means the development, operation, maintenance, transfer, processing, storage and use of the content that YOU run on EZVIZ Cloud Platform, cause to interface with EZVIZ Cloud Platform;
Confidential Information means any and all information which is disclosed to one Party by the other Party under or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such), including but not limited to technical information, drawing and know-how regarding EZVIZ Cloud Services, the other Party's operational or marketing system or strategy, manufacturing and application information, quotations and prices, End User Data, customer lists and forecasts and other information which the other Party does not specifically designate as intended for dissemination and valuable trade secrets proprietary to the other Party;
End User means CUSTOMER's customers that access or have access to EZVIZ Cloud Platform via CUSTOMER App.
End User Data mean all data, information, content, video streams, video recordings, surveillance images, clips and other footage, video monitoring data, and other materials concerning, pertaining to, emanating from, generated by, or otherwise transmitted by any End User is stored on or passes through EZVIZ Cloud Platform via CUSTOMER App.
EZVIZ Cloud Platform means the platform on which EZVIZ depends to provide EZVIZ Cloud Services.
EZVIZ Cloud Services services provided by EZVIZ, including but not limited to Alarm Services, Video Streaming Services and Cloud Storage Services offered by EZVIZ (including the associated application programming interfaces ("APIs")), the trademarks, service marks, logos, and other Intellectual Property Rights (as hereafter defined) of EZVIZ and its affiliates made available to CUSTOMER. The specific services CUSTOMER subscribes for are described in the Statement of EZVIZ Cloud Services.
EZVIZ Content means Content EZVIZ or any of EZVIZ’s affiliates make available in connection with EZVIZ Cloud Platform to allow access to and use of EZVIZ Cloud Services, including APIs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by EZVIZ’s personnel). EZVIZ Content does not include EZVIZ Cloud Services or Third-Party Content.
Intellectual Property Rights means all intellectual property and proprietary rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (a) trade secrets, trademarks, service marks, copyrights (including all other literary and author rights), patent, inventions, designs, logos and trade dress, moral rights, mask works, rights of personality, publicity, and privacy, rights in customer information, rights (if any) in domain names, and Confidential Information; (b) any application or right to apply for any of the rights referred to in clause (a); (c) all renewal, reissues, extensions, divisions, continuations, continuations in part, future equivalents, and restorations thereof, now or hereafter in force and effect; and (d) all rights or causes of action for infringement.
Termination Date means the effective date of termination provided in accordance with Section 11, in a notice from one party to the other.
2.1 You may access, or use EZVIZ Cloud Services made available by EZVIZ in accordance with this Agreement and Service Level Agreements.
2.2 We may suspend or terminate all or part of the free EZVIZ Cloud Services at any time in its sole discretion. We reserve the right to charge for any and all EZVIZ Cloud Services or any feature or functionality of EZVIZ Cloud Services at any time in its sole discretion.
2.3 Benefits, features and functions available to you for any EZVIZ Cloud Services may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available in all countries and regions or for you.
2.4 Subject to any specific terms of service of any particular EZVIZ Cloud Platform, we have the right to change, upgrade, modify, limit or suspend EZVIZ Cloud Services or any of its related functionalities or applications at any time temporarily or permanently under the following terms:
(a) We have the right to introduce or remove features, functionalities, applications or conditions to the existing or future versions of any EZVIZ Cloud Services. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement and the relevant terms of service for the corresponding services, unless otherwise stated by us. Any material changes to or discontinuation of such services will be notified to you;
(b) With respect to APIs, we may change, discount, or remove any APIs for EZVIZ Cloud Services from time to time. We may, at our sole discretion, make previous versions of APIs available.
(c) With respect to the Service Level Agreement, We may modify the terms of the Service Level Agreement by posting an amended and restated version on https://www.ezviz.com/page/service-level-agreement. We will provide at least 15 days prior written notice of any material amendments to the Service Level Agreement to you. By continuing to use the relevant products or services after the receipt of written notification of such changes by us, you agree to be bound by the amended and restated the Service Level Agreement.
2.7 EZVIZ Cloud Service is provided on an "as is", "as available" and "with all faults" basis. Subject to any specific terms of EZVIZ Cloud Services, to the maximum extent permitted by applicable law, in no event shall EZVIZ be liable to you or any third parties for any inability to use EZVIZ Cloud Services (whether due to disruption, changes to or termination of EZVIZ Cloud Services or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use EZVIZ Cloud Services.
2.8 If any EZVIZ Cloud Services involve any software applications provided by third parties, such software applications are made available to you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges and since We may not have tested or screened such software applications, your use of such software applications is at your own risk.
2.9 EZVIZ shall have the right to assign and/or novate any part of or all of the Agreement (including any of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of EZVIZ). Under such circumstance, EZVIZ shall notify you such novation with 15 days prior written notice. You may not assign, in whole or part, any of this Agreement to any person or entity.
3.1 CUSTOMER Content. You shall ensure that CUSTOMER Content and CUSTOMER's and End Users' use of CUSTOMER Content or EZVIZ Cloud Services will not violate any of this Agreement or any applicable law. You shall be solely responsible for the development, content, operation, maintenance, and use of CUSTOMER Content.
3.2 CUSTOMER's Security and Backup. You shall be responsible for properly configuring and using EZVIZ Cloud Services and otherwise taking appropriate action to secure, protect and backup CUSTOMER Content, after obtaining the copies of the CUSTOMER Content from EZVIZ, in a manner that will provide appropriate security and protection, which might include use of encryption to protect CUSTOMER Content from unauthorized access and routinely archiving CUSTOMER Content.
3.3 End Users. You shall be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, CUSTOMER Content or use of EZVIZ Cloud Services. You are responsible for End Users' use of CUSTOMER Content and EZVIZ Cloud Services. You shall ensure that all End Users comply with CUSTOMER's obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of its obligations under this Agreement caused by an End User, you shall immediately suspend access to CUSTOMER Content and EZVIZ Cloud Services by such End User. EZVIZ does not provide any support or services to End Users unless EZVIZ has a separate agreement with you or an End User obligating to provide such support or services.
4.1 We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You shall pay EZVIZ the applicable fees and charges for use of EZVIZ Cloud Services in the manner agreed by the Parties within the period agreed by the Parties. All amounts payable by you under this Agreement shall be paid to EZVIZ without setoff or counterclaim, and without any deduction or withholding.
4.2 We reserve the right, without obtaining your consent and without incurring any liability to EZVIZ, to change all prices and terms with notice to you before price change. New price shall be effective next month upon such notice. If you do not accept new price, you shall notify us and cease any use of EZVIZ Cloud Services upon the effective of new price.
4.3 If you fail to pay the fees and charges, we are entitled (without prejudice to any other right or remedy we may have) to charge you interest on the fees and charges at the rate of 0.1% per day from the date of payment became due until actual payment is made.
4.4 All fees and charges for EZVIZ Cloud Services are exclusive of any applicable value added tax or any other service tax, to which you shall be additionally liable.
5.1 Without limiting Section 9.1 or your obligations under Section 3.1, we will implement reasonable and appropriate measures designed to help you secure CUSTOMER Content against accidental or unlawful loss, access or disclosure.
5.2 CUSTOMER Content will be stored in the regions as agreed by the Parties. You consent to the storage of CUSTOMER Content in, and transfer of CUSTOMER Content into the regions as agreed. We will not access or use CUSTOMER Content except as necessary to maintain or provide EZVIZ Cloud Services, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose CUSTOMER Content to any government or third party or (b) subject to Section 5.3, move CUSTOMER Content from the regions as agreed; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a government body, we will give CUSTOMER notice of any legal requirement or order referred to in this Section 5.2.
5.3 To provide billing and administration services, EZVIZ will process usage data in China and the regions as agreed, which are related to your use of EZVIZ Cloud Services, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process such usage data where we maintain our support and investigation personnel.
6.1 Either Party shall at all times during the continuance of this Agreement and after its termination:
(a) use its best endeavors to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person; and
(b) not use any Confidential Information for any purpose other than the performance of the obligations under this Agreement.
6.2 Any Confidential Information may be disclosed by the receiving Party to:
(a) any governmental or other authority or regulatory body; or
(b) any employees of the receiving Party or of any of the aforementioned persons, to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to the receiving Party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
6.3 Neither Party shall make any copies of the Confidential Information without the other Party's prior written consent, except for the purpose of the performance of this Agreement. Upon the termination of this Agreement, the receiving Party shall deliver to the disclosing Party or destroy all Confidential Information, including any copies thereof, in the receiving Party's possession or control, and shall discontinue all further use of the Confidential Information.
7.1 Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your Licensors) to CUSTOMER Content. YOU consent to our use of CUSTOMER Content to provide EZVIZ Cloud Services to you and any End Users.
7.2 You represents and warrants to us that:
(a) you or your licensors own all right, title, and interest on and to CUSTOMER Content;
(b) you have all rights in CUSTOMER Content necessary to grant the rights contemplated by this Agreement; and
(c) none of CUSTOMER Content or End User’s use of CUSTOMER Content or EZVIZ Cloud Services will:
i) use, or encourage, promote, facilitate or instruct others to use, EZVIZ Cloud Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
ii) use EZVIZ Cloud Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
iii) make network connections to any users, hosts, or networks unless it has permission to communicate with them. Prohibited activities include:
iv) distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You shall not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You shall not collect replies to messages sent from another internet service provider if those messages violate this Section 7.2 or the acceptable use policy of that provider.
We reserve the right, but do not assume the obligation, to investigate any violation of this Section 7.2 or misuse of EZVIZ Clouds Services. We may:
a) investigate violations of this Section 7.2 or misuse EZVIZ Cloud Services; or
b) remove, disable access to, or modify any content or resource that violates this Section 7.2 or any other agreement EZVIZ has with CUSTOMER for use of EZVIZ Cloud Services.
We may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Section 7.2.
If you become aware of any violation of this Section 7.2, you shall immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
7.3 EZVIZ or EZVIZ's Licensors own all right, title, and interest in and to EZVIZ Cloud Services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use EZVIZ Cloud Services solely in accordance with this Agreement; and (b) copy and use EZVIZ Cloud Services solely in connection with your permitted use of EZVIZ Cloud Services. Except as provided in this Section 7.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to EZVIZ Cloud Services, including any related intellectual property rights. Some EZVIZ Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license shall prevail with respect to EZVIZ Content or Third-Party Content that is the subject of such separate license.
7.4 Neither you nor any End User shall use EZVIZ Cloud Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in EZVIZ Cloud Services (except to the extent content included in EZVIZ Cloud Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reserve engineer, disassemble, or decompile EZVIZ Cloud Services or apply any other process or procedure to derive the source code of any software included in EZVIZ Cloud Services (except to the extent applicable law doesn't allow this restriction), (c) access or use EZVIZ Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense EZVIZ Cloud Services (except to End Users). Without Prior approval, you shall not use any EZVIZ marks. We will not misrepresent or embellish the relationship between you and us (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You shall not imply any relationship or affiliation between you and us except as expressly permitted by this Agreement.
8.1 General. You shall defend, indemnify, and hold harmless EZVIZ, EZVIZ's affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) your or any End Users' use of EZVIZ Cloud Services; (b) breach of this Agreement or violation of applicable law by you, End Users or CUSTOMER Content; or (c) a dispute between you and any End User. CUSTOMER shall reimburse us for reasonable attorneys' fees, as well as our employees' and contractors'time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above.
8.2 Intellectual Property.
(a) Subject to the limitations in this Section 8, we will defend CUSTOMER and CUSTOMER's employees, officers, and directors against any third-party claim alleging that EZVIZ Cloud Services infringe or misappropriate that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Section 8, you shall defend EZVIZ, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of CUSTOMER Content infringes or misappropriates that third party’s intellectual property rights, and shall pay the amount of any adverse final judgment or settlement.
(c) Neither party will have obligations or liability under this Section 8.2 arising from infringement by combinations of EZVIZ Cloud Services or CUSTOMER Content, as applicable, with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from CUSTOMER's or any End User's use of EZVIZ Cloud Services after we have notified you to discontinue such use. The remedies provided in this Section 8.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by EZVIZ Cloud Services or by CUSTOMER Content.
(d) For any claim covered by Section 8.2 (a), we will, at its election, either: (i) procure the rights to use that portion of EZVIZ Cloud Services alleged to be infringing; (ii) replace the alleged infringing portion of EZVIZ Cloud Services with a non-infringing alternative; (iii) modify the alleged infringing portion of EZVIZ Cloud Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of EZVIZ Cloud Services or this Agreement.
8.3 Process. The obligations under this Section 8 shall apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party's expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. Neither Party may, without the other Party's prior written consent, settle or compromise any infringement or claim in a manner that does not unconditionally release the Party or that may adversely affect the other Party's rights hereunder.
9.1 EZVIZ CLOUD SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, EZVIZ AND EZVIZ’S AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING EZVIZ CLOUD SERVICES OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT EZVIZ CLOUD SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
9.2 EZVIZ AND EZVIZ’S AFFILIATES AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF WE HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER EZVIZ NOR ANY OF EZVIZ’S AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO EZVIZ CLOUD SERVICES, (II) YOUR DISCONTINUATION OF ANY OR ALL OF EZVIZ CLOUD SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF EZVIZ CLOUD SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO EZVIZ CLOUD SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER CONTENT OR OTHER DATA. IN ANY CASE, IF NOT OTHERWISE EXCLUDED OR LIMITED, EZVIZ’S AND EZVIZ’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO EZVIZ OR ITS AFFILIATES FOR EZVIZ CLOUD SERVICES DURING THE CALENDAR YEAR, OR (B) USD100. THE PRECEDING SENTENCE SHALL NOT PRECLUDE THE REQUIREMENT BY CUSTOMER TO PROVE ACTUAL DAMAGES. ALL CLAIMS AGAINST EZVIZ IN RESPECT OF ANY OF THE MATTERS REFERENCED IN THIS SECTION 9.2 MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.
9.3 TRADE COMPLIANCE. YOU CONFIRM THAT YOU SHALL COMPLY WITH ANY RELEVANT IMPORT AND EXPORT REGULATIONS, OR ECONOMIC SANCTIONS INCLUDING BUT NOT LIMITED TO THE (REFERRED AS "EAR"), AND U.S. ECONOMIC SANCTIONS FOR USE, SALE, TRANSFER, EXPORT OR RE-EXPORT OF EZVIZ CLOUD SERVICES.
YOU GUARANTEE THAT FOR SERVICES SUBJECT TO THE EAR YOU WILL NOT SELL OR OTHERWISE PROVIDE SUCH SERVICES TO: (I) COUNTRIES OR TERRITORIES, SUBJECT TO U.S. ECONOMIC SANCTIONS, INCLUDING, CUBA, IRAN, NORTH KOREA, SYRIA, AND THE CRIMEA REGION OF UKRAINE; OR (II) ANY INDIVIDUAL OR ENTITY THAT IS LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST (AN "SDN") OR THE FOREIGN SANCTIONS EVADERS LIST (AN "FSE") BOTH MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY (OR IS CONTROLLED OR FIFTY PERCENT OR MORE OWNED, DIRECTLY OR INDIRECTLY, BY SUCH SDN OR FSE), THE DENIED PERSONS LIST OR ENTITY LIST MAINTAINED BY THE U.S. DEPARTMENT OF COMMERCE, OR ANY OTHER APPLICABLE LIST OF RESTRICTED PARTIES. YOU ALSO UNDERTAKE THAT YOU WILL NOT USE, SELL, OR PROVIDE EZVIZ CLOUD SERVICES FOR ANY PROHIBITED END-USES, INCLUDING THE DEVELOPMENT OR PRODUCTION OF WEAPONS OF MASS DESTRUCTION, THE DEVELOPMENT OR PRODUCTION OF CHEMICAL OR BIOLOGICAL WEAPONS, ACTIVITIES IN THE CONTEXT OR RELATED TO ANY NUCLEAR EXPLOSIVE OR UNSAFE NUCLEAR FUEL-CYCLE ACTIVITY, OR IN SUPPORT OF SERIOUS HUMAN RIGHTS ABUSES.
10.1 We may suspend yours or any end user’s right to access or use any portion or all of EZVIZ Cloud Services immediately upon notice to you if we determine:
(a) your or an End User’s use of EZVIZ Cloud Services (i) poses a security risk to EZVIZ Cloud Services or any third party, (ii) could adversely impact our systems, EZVIZ Cloud Services or the systems or Content of any other EZVIZ customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 4; or
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 If we suspend your right to access or use any portion or all of EZVIZ Cloud Services:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
11.1 The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 11. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 11.2.
11.2 Termination.
(a) Termination for Convenience. Either Party may terminates this Agreement for any reason by providing the other at least 30 days'advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you shall stop use any EZVIZ Cloud Services.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 10, (B) if our relationship with a third-party partner who provides software or other technology we use to provide EZVIZ Cloud Services expires, terminates or requires us to change the way we provide the software or other technology as part of EZVIZ Cloud Services, or (C) in order to comply with the law or requests of governmental entities.
11.3 Effect of Termination.
(a) Upon the Termination Date:
(i) except as provided in Section 11.3(b), all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 11.3(b);
(iii) you will immediately return or, if instructed by us, destroy all EZVIZ Content in your possession; and
(iv) Sections 1, 3.1, 4, 6, 7 (except the license granted to you in Section 7.3), 8, 9, 11.3, 12 and13 will continue to apply in accordance with their terms.
(b) Post-Termination. During the 30 days following the Termination Date:
(i) we will not take action to remove any of Your Content as a result of the termination; and
(ii) you may obtain a copy of Your Content from us only if you have paid all amounts due under this Agreement.
For any use of EZVIZ Cloud Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 4.
12.1 This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
12.2 All disputes arising out of or in connection with this Agreement, including disputes concerning the existence and the validity thereof shall be resolved by means of arbitration and shall be submitted exclusively to the China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing in accordance with the CIETAC arbitration rules in effect at the time of applying for arbitration.
13.1 Publicity
You agree that we are entitled to publicly announce or disclose the cooperation between Parties, or advertise or release any publicity regarding this cooperation without the prior written consent of You. You hereby grant us to publicly use logos, marks or names under this Agreement.
13.2 Force Majeure
EZVIZ and EZVIZ'S affiliates shall not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.3 Assignment
You shall not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.3 shall be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.4 Entire Agreement
This Agreement contains the entire Agreement and understanding of EZVIZ and CUSTOMER with respect to the subject matter hereof and supersedes and replaces all prior covenants, agreements, proposals, understandings, whether orally or in writing, between EZVIZ and CUSTOMER related to the subject matter of this Agreement.
13.5 Notices
(a) To You. We may provide notice to you under this Agreement by sending a message to the email address you provide to our agents. Notices will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to such email address when we send the email, whether or not you actually receive the email.
(b) To EZVIZ. To give us notice under this Agreement, you must contact us by sending email to the email address of both us (cloud@ezvizlife.com) and our agent you have signed Additional Services Agreement with. Notices will be effective when you send the email.
13.6 Relationship of EZVIZ and CUSTOMER
You agree that you shall be independent of EZVIZ and not an agent, employee or representative of EZVIZ. You shall have no right to direct or control our operations. You shall not receive any fringe benefits or other perquisites that we may provide to our employees, unless otherwise agreed to in writing, and you agree to be responsible for your own business overhead and costs of doing business and all tools and materials necessary to accomplish the services required pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement.
13.7 No Oral Modifications
This Agreement (including any Exhibits hereto, if any) constitutes the entire Agreement between EZVIZ and CUSTOMER hereto and may not be modified or amended except by an instrument in writing signed by EZVIZ and CUSTOMER hereto and no provisions or conditions may be waived other than by a writing signed by the Party waiving such provisions or conditions.
13.8 Successors and Assigns
This Agreement shall be binding upon, and inure to the benefit of, EZVIZ and CUSTOMER and their respective legal representatives, heirs, successors and assigns.
13.9 Severability
If any provision of this Agreement is declared invalid by any court or government agency, all other provisions shall remain in full force and effect.
13.10 Waivers
Waiver by EZVIZ or CUSTOMER of any breach or failure to comply with any provision of this Agreement by EZVIZ or CUSTOMER shall not be construed as, or constitute, a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this Agreement
