Important Note: This License Agreement on SUNMI Device Software (hereinafter referred to as this "License Agreement" or "Agreement") is entered into by and between you (individual, company, or any other entity) and Shanghai SUNMI Technology Co., Ltd. (hereinafter referred to as "SUNMI" or "we") with respect to the use of the SUNMI Device Software. Before you use your SUNMI device or download and update the SUNMI Device Software, please carefully read and fully understand all terms of this Agreement, especially the terms that exempt or restrict SUNMI's obligations and liabilities, the terms that exclude or restrict your rights, and the contents marked in bold type. If you click “Agree”, download and update the SUNMI Device Software or continue to use the SUNMI Device or SUNMI Device Software, you will be deemed to have agreed to and accepted the terms of this Agreement. If you do not agree to this Agreement, please do not use any SUNMI device or download or update the SUNMI Device Software.
I. Definitions
1. SUNMI Device Software: means the software components installed in your SUNMI device, including but not limited to codes stored on SUNMI devices and other embedded software, documents, interfaces, contents, fonts and any data protected by the intellectual property rights of SUNMI or its licensors, but excluding the Open Source Software Components installed on SUNMI devices and pre-installed Third-Party Software.
2. Open Source Software Components: means the software components which are protected by the intellectual property rights of third parties and for which open source licenses are granted by third parties.
3. Third-Party Software: means the software which is not developed by SUNMI and can be installed on SUNMI devices.
II. License to Use Software
1. To the extent permitted by the license under this Agreement, you shall have the right to use the SUNMI Device Software in a limited and non-exclusive way on a SUNMI device, which may not be sold, transferred, or used for any other commercial purpose.
2. SUNMI may provide you with update services for the SUNMI Device Software, including but not limited to system software and application software. The updated version of the SUNMI Device Software may not cover all functions of the previous versions of the SUNMI Device Software. When you use the update services for the SUNMI Device Software, you shall pay attention to the following provisions:
（1） Any updated version of the SUNMI Device Software shall also be subject to this Agreement;
（2） When SUNMI provides you with an updated version of the SUNMI Device Software, you can choose to update the SUNMI Device Software to the latest version or still use the previous versions thereof. When you choose to use the previous versions of the SUNMI Device Software, you understand and agree that your SUNMI device and SUNMI Device Software may have security and stability risks, which may lead to unavailability or instability of some software or services. Updating the SUNMI Device Software to the latest version will improve your user experience;
（3） To improve your user experience or service security, ensure the normal operation of the functions of the SUNMI Device Software, etc., SUNMI reserves the right not to continue to provide services to you if you do not update your SUNMI Device Software;
（4） Your SUNMI device may query SUNMI for the existence of an updated version of the SUNMI Device Software. If an updated version of the SUNMI Device Software is detected, SUNMI device may automatically download and install the updated version of the SUNMI Device Software.
4. SUNMI devices contain the Open Source Software Components. When you use the Open Source Software Components contained in SUNMI devices, the terms and conditions of the open source software license shall apply. This Agreement will not change any rights or obligations you may have under the open source software license. If there is any conflict between the license conditions for the Open Source Software Components in this Agreement and the license conditions described in the open source software license, the open source software license shall prevail.
5. For the method for using the Third-Party Software installed on SUNMI devices, please refer to the Third-Party Software declaration contained in this Agreement.
III. Restrictions on use of SUNMI Device Software
1. Without consent of SUNMI, you shall not perform, or permit any third party to perform, the following operations on your SUNMI Device Software:
（1） Copying, disassembling, decompiling, disassembling, or creating derivative works of, the SUNMI Device Software;
（2） Exporting the source code of the SUNMI Device Software, decoding or modifying the SUNMI Device Software or any services provided by the SUNMI Device Software or any part thereof;
（3） Attempting to destroy, change, delete, shield, or modify any proprietary notices that may be attached to or contained in the SUNMI Device Software, such as trademark marks or copyright marks, or bypassing the digital rights management system of the SUNMI Device Software;
（4） Distributing or providing the SUNMI Device Software through the network so that the SUNMI Device Software can be used by multiple devices or computers at the same time; or
（5） Other operations that may damage the interests of SUNMI.
2. Without the prior consent of SUNMI, you may not use the technology or intellectual property rights of SUNMI to develop software, or to design, develop, manufacture, or sell third-party devices, Third-Party Software, third-party plug-ins, or software licenses associated with SUNMI devices.
3. Without the prior consent of SUNMI, you may not install Third-Party Software or third-party plug-ins, or connect unauthorized third-party devices with your SUNMI device. The application software provided for you in SUNMI application store has been approved by SUNMI.
4. You may make a backup copy of your SUNMI Device Software and keep it in the storage medium for the record. However, the foregoing backup copy must bear all copyright or other proprietary notices contained in the original.
5. Without the written consent of SUNMI, you may not sell, lease, lend, sublicense or distribute the software hereunder, in whole or in part, to any third parties. You may transfer the SUNMI Device Software to another party while transferring your SUNMI device, provided that the following conditions shall be met:
（1） The transferred contents must include your SUNMI device and all SUNMI Device Software contained therein;
（2） You may not keep a backup of the SUNMI Device Software, in whole or in part, after transfer; and
（3） You shall ensure that the party receiving your SUNMI device and SUNMI Device Software has read and agreed to accept all terms and conditions of this Agreement.
6. When using the SUNMI Device Software for storage or copying, you shall obtain authorization from the right holder. The copying function provided by the SUNMI Device Software is solely limited to copying the contents which are not protected by copyright, the contents of which you have copyrights, or the contents that you are legally authorized to copy. You understand and agree that the ownership and intellectual property rights of any contents displayed, stored or accessed through your device rest with the right holders of such contents. Such contents may be protected by relevant laws, and you may need to comply with the user agreements of third parties providing such contents or similar terms when using such contents. Unless otherwise agreed, this Agreement does not grant you any right to use the foregoing contents, nor does this Agreement guarantee that you can continue to use such contents.
7. You agree to comply with the laws and regulations of the countries or regions where SUNMI devices are located when using the SUNMI Device Software. Such countries and regions may include the countries and regions where your domicile is located, the SUNMI Device Software is downloaded, the SUNMI Device Software is used to provide services for you, etc.
8. SUNMI and its licensors reserve any other rights not expressly granted to you under this Agreement.
IV. Data Protection
1. When you using SUNMI devices, its software may collect your personal information and SUNMI devices operation data. SUNMI attaches great importance to the protection of your data. Your personal information will be processed in accordance with SUNMI Device Privacy Policy, for which please refer to SUNMI Device Privacy Policy; your device operation data will be processed in accordance with SUNMI Devices Operation Data Protection Rules, for which please refer to SUNMI Devices Operation Data Protection Rules.
2. You understand and agree that the data you collect, store, upload, download, distribute, process, use and otherwise process through the products or services provided by SUNMI and the data backed up by you using the backup tool that SUNMI may configure are all your business data. You shall be responsible for the legality and legitimacy of the sources and contents of your business data. If your collection, storing, processing and use of the business data are in breach of any laws or infringe upon the portraiture rights, privacy rights, personal information, trade secrets or any other rights of others, and consequentially cause damage to the country, society or others, you shall solely bear all the liabilities arising therefrom.
V. Third-Party Software Declaration
1. SUNMI does not have any rights to the Third-Party Software. You understand and agree that:
（1） SUNMI does not assume the obligation to provide support to the Third-Party Software;
（2） SUNMI does not guarantee the availability of the contents or services of the Third-Party Software at any time;
（3） SUNMI does not need to be liable for any contents provided by the Third-Party Software, such as advertisements, products, services, etc.; and
（4） SUNMI may prohibit certain types of Third-Party Software from being installed on SUNMI devices without any explanation, that is, SUNMI does not guarantee that any Third-Party Software you expect to use can be installed on SUNMI devices.
（5） SUNMI does not make any expressed or explicit guarantee for the legality of any Third-Party Software. The provider of such Third-Party Software shall solely be liable for any loss caused to you or any third party due to any infringment on other’s legitimate rights and interests.
2. You understand and agree that the names, marks of any third parties appearing on your SUNMI device are only for your convenience in identifying and distinguishing the sources of goods or services, and do not mean that SUNMI has made any express or implied warranty with respect to the quality of the Third-Party Software or recommends the Third-Party Software to you.
3. You understand and agree that when you use the Third-Party Software, the Third-Party Software may collect and use the personal information and other data provided by you. The collection and use of such personal information and other data by the Third-Party Software is subject to the relevant provisions that the Third-Party Software shows, such as user agreement, privacy policy or other similar agreements. Please carefully read the relevant terms before you use the Third-Party Software. The risks that may result from your use of the Third-Party Software shall be borne by you.
4. Without the prior consent of the right holder of the Third-Party Software, you shall not take any of the following actions against the Third-Party Software. At the same time, you understand and agree that SUNMI shall not be liable for any of your possible illegal acts of using the Third-Party Software or infringement losses suffered by you due to your use of the Third-Party Software:
（1） Modifying, leasing or sublicensing of or distributing services of or creating derivative works based on the Third-Party Software;
（2） Using the Third-Party Software to transmit computer viruses or other malicious software and plug-ins;
（3） Using the Third-Party Software to invade the network or increase the network capacity burden;
（4） Using the Third-Party Software to make harassment, threat, slander or using the Third-Party Software in other ways that infringe the rights of any third party; or
（5） Other use ways that may infringe the interests of the owners of the Third-Party Software.
VI. Disclaimer
1. If you insert a SIM card or a virtual flow card in an SUNMI device, some functions, built-in APPs and services of the SUNMI Device Software will transmit data, which will consume your data flow, and you shall pay the data flow fees arising therefrom. In addition, to better provide with service and improve your product experience, SUNMI Device Software may automatically upgrade or update that will consume your data flow at your own cost.
2. You understand and agree that the SUNMI Device Software is provided with the technology and conditions now available and accessible. SUNMI cannot guarantee that the functions contained in the SUNMI Device Software will meet all your requirements, nor can SUNMI guarantee that the SUNMI Device Software will run without interruption or error. Subject to the applicable laws, SUNMI disclaims such risks and losses, including but not limited to, interruption of software services, loss of data, increased data flow and other losses and risks caused by force majeure, viruses, Trojan horses, hacker attacks, system instability, defects of third-party services, acts of governments and other reasons. You shall be solely liable for such losses and risks. In addition, you are reminded that you are obliged to take timely and reasonable measures to prevent losses from being enlarged when you realize any loss so caused due to such defects. The losses enlarged due to your failure to take such measures shall not rest with SUNMI.
3. You understand and agree that SUNMI does not guarantee that the SUNMI Device Software is compatible with any Third-Party Software or third-party service, and SUNMI will only provide you with the Third-Party Software licensed by SUNMI. SUNMI does not guarantee that any Third-Party Software you expect to use is included in the softwares licensed by SUNMI.
4. You understand and agree that the SUNMI Device Software is only applicable to ordinary business scenarios, and the stability of the services of the SUNMI Device Software is not applicable to the scenarios which require extremely high precision and which will cause great harm to others, society and the country or extremely high business risks to business entities if the information is inaccurate and the services are unstable, and that you shall solely bear the business risks or legal liabilities arising therefrom.
VII. Limitation on Liabilities
1. SUNMI will not be liable for any software use problems caused by misuse, wrong use or unauthorized modification. If your use of unauthorized Third-Party Software, causing damage to SUNMI's related rights and interests, SUNMI shall have the right to hold you liable for breach of contract.
2. You agree to bear all risks arising from use of SUNMI’s services and any damage that may be caused by such risks. SUNMI will not be liable for any direct, indirect, derivative or special damage caused by your use of the SUNMI Device Software or your inability to use the SUNMI Device Software, including but not limited to loss of business profits, interruption of trade, loss of information or data, even if SUNMI has been informed of the possibility of such damage.
3. If SUNMI has to compensate you for any losses, SUNMI's total liability for all your losses shall not exceed the price paid by you for purchase of SUNMI device.
VIII. Termination of Agreement
1. This Agreement shall terminate, if:
（1） you permanently delete, destroy and return the SUNMI Device Software, all backup copies thereof and all relevant materials provided by SUNMI at your own costs; or
（2） you breach any provision or condition of this Agreement. In such case, SUNMI or its licensor may terminate this Agreement from time to time without prior notification. After termination of this Agreement, you shall immediately stop using the SUNMI Device Software and delete all software and related materials that have been copied and/or installed on your SUNMI device or computer.
2. After termination of this Agreement, the terms of this Agreement on protection of the SUNMI Device Software shall remain valid.
IX. Miscellaneous
1. If any provision of this Agreement becomes invalid or unenforceable, in whole or in part, for any reason, the remaining provisions of this Agreement shall remain valid and binding, and you and SUNMI shall make every effort to realize the original intention set forth by such invalid or unenforceable provision.
2. The validity, interpretation, change and enforcement of this Agreement and the settlement of disputes in connection herewith shall be governed by the laws of the People's Republic of China.
3. This Agreement is executed in Yangpu district, Shanghai, China. Any issue or dispute between the user and SUNMI arising from this Agreement shall be settled by the user and SUNMI through friendly consultation as far as possible. If no settlement can be reached through friendly consultation, either party hereto may bring a lawsuit to the people's court with jurisdiction in Yangpu district, Shanghai where SUNMI is located.