Update Date: 2023-08-01
Effective Date: 2023-08-08
Agreement on SUNMI Partners
Platform Users
Important Note:
The Agreement on SUNMI Partners Platform Users (this “Agreement”) was
concluded and entered into by and between Shanghai SUNMI Technology Co., Ltd.
(“SUNMI” or “we”) and the partner users (“you” or “users”)
or the entities represented by the users. If you add a specific entity to your SUNMI account, this Agreement will
be concluded and entered into by and between SUNMI and the entity you
represent, which represents that you declare and warrant that you have the
sufficient legal authority to bind the entity you represent to this Agreement;
If you do not add a specific entity to your SUNMI account, this Agreement will
be concluded and entered into by and between SUNMI and you (You and the entity
you represent are hereinafter referred to as “you”). This Agreement is used to clarify the rights
and obligations between the Parties when you use the products or services
provided by SUNMI. Once this Agreement is concluded, it will have legal
effect in the sense of a contract between you and SUNMI. SUNMI solemnly reminds
you to carefully read and fully understand all the terms and conditions hereof,
especially the terms and conditions that exempt or restrict SUNMI’s obligations
and responsibilities, exclude or restrict users’ rights, and contents that are
in bold font. When you click “Agree” to this Agreement and register as a user
of SUNMI, you will be deemed to have understood and agreed to the relevant
provisions of this Agreement and agreed that this Agreement is legally binding
on you and SUNMI. If you do not agree to this Agreement, please immediately
stop registering or using SUNMI’s services.
I.
General Provisions
1.
SUNMI Partners Platform (“Partners Platform”)
is an Internet platform where SUNMI provides users with value-added supporting
services related to SUNMI devices and SUNMI App Store. The services include
development management, device management, value-added services, SUNMI Pay,
traffic service, merchant management, financial management, and system
settings. The specific service types are
subject to the official website of the Partners Platform
(https://partner.sunmi.com).
2.
SUNMI User Registration
Service Agreement and SUNMI Account Privacy Policy are an integral part of this
Agreement and have the same legal effect as this Agreement.
3.
Except for this
Agreement, the agreements, service rules, policies, notices and other contents
that we have published or may publish in the future about the services provided
by SUNMI for you are regarded as supplementary agreements hereto, which are an
integral part of this Agreement and have the same legal effect as this
Agreement. Please pay attention to and read the foregoing supplementary
agreements in a timely manner. If the terms of the relevant supplementary
agreement become or are held invalid, in whole or in part, the validity of
other agreements or the terms thereof shall not be affected thereby.
4.
In case of using the services provided by the
Partners Platform on behalf of your organization, you shall confirm that you
have obtained the legal written authorization from the corresponding
organization in advance. Otherwise, SUNMI will not be able to provide services
for you. Where your unauthorized use of
the services provided by the Partners Platform causes losses to SUNMI or any
third party, you shall be held accountable for the corresponding compensation.
II. Specification for Account Registration and Use
1.
SUNMI only provides services to partners who meet
the following conditions. If you are not qualified, please stop registering or
using SUNMI’s services immediately. Otherwise, SUNMI has the right to suspend
or terminate your user qualification at any time:
（1） If you are a
partner of EU institutions, you shall be a corporate or non-corporate entity
that has full capacity for civil rights and civil conduct and can bear civil
liabilities independently.
（2） If you are not a
partner of EU institutions, you shall be a natural person, or a corporate or
non-corporate entity that has full capacity for civil rights and civil conduct
and can bear civil liabilities independently.
2.
Your registration, login, use and cancellation of
SUNMI account shall comply with the SUNMI User Registration Service Agreement
and the specifications revised and published by SUNMI from time to time.
III. Instructions for Use of the Development Management
Function
1.
You shall guarantee that
the application software you develop and upload through the Partners Platform
and the provided services meet the following requirements:
（1）
All the information you
provide to SUNMI, including but not limited to its name, address, E-mail
address and other related information, shall be true, legal, accurate, and
complete. In case of any change in the aforementioned information, the
publisher shall change the information within three working days.
（2）
The application software
you upload shall state the permissions and uses of the user terminal it has
obtained, as well as the full text of the privacy policy or other personal
information processing rules.
（3）
SUNMI has the right to
remove the relevant applications that violate the laws and regulations, as well
as the malicious applications found in the supervision and inspection by the
competent communications department.
（4）
The application software
shall have the relevant legal qualifications or obtain permission or approval
from the relevant departments, does not infringe on the legal rights or
interests of any third party, and can submit relevant qualifications or
supporting documents as required by SUNMI;
（5）
The application software
and services shall comply with relevant laws, technical specifications,
standards and relevant rules issued by the Partners Platform from time to time
to ensure the safe and stable operation of software and services;
（6）
The relevant information
and contents (including but not limited to comments, messages, reviews, and
names) in the software and services shall not violate the relevant laws,
regulations, policies, public order and good customs, nor infringe anyone's
legitimate rights and interests. Otherwise, you shall take timely
rectification, deletion, disconnection or other effective measures;
（7）
The data collection of the
software and services’ users shall comply with the laws, abide by the
principles of legality, justness and necessity, obtain the full and effective
consent of the users or have other legitimate reasons, and respect the users'
right to know and choose;
（8）
Log information of the
software and services’ users shall be recorded and kept within the statutory
time limit;
（9）
The corresponding user
service agreement and privacy policy have been provided, with the software
developer information specified, and the aforementioned information shall be
ensured to be provided to the end users in a prominent way;
（10）
Requirements of other
legal provisions, technical specifications, standards and relevant rules of the
Partners Platform.
2. In case any of the following circumstance happens to
the application software you develop and upload through the Partners Platform
and the provided services, SUNMI has the right to prohibit the machines and
tools under your account and your sub-account from continuing to use the
application software, and does not have to bear the responsibility that others
cannot access the application software uploaded by you:
（1） Infringing on the intellectual property rights of
SUNMI or a third party;
（2） Violating legal provisions;
（3） Violating the rules, agreements or relevant policies
of SUNMI;
（4） The application software and services may contain
viruses, Trojans or other malicious codes upon judgment of SUNMI;
（5） Bringing unreasonable obligations beyond this
Agreement to SUNMI;
（6） The application software obtains SUNMI's data or the
personal information of others without authorization;
（7） Other circumstances that may damage the rights and
interests of SUNMI or a third party.
3.
If you want to provide
paid application software to a third party through this service, you shall sign
a Cooperation Agreement on Paid Applications in SUNMI App Store with SUNMI. You
can check your software sales revenue and complete the settlement in the
financial management interface.
4.
SUNMI only provides you
with application software upload management interface services and application
software development guidelines, so that you can distribute application
software to your account and sub-account SUNMI device or develop other software
that can be used for SUNMI device. You shall be held accountable for the legal
responsibilities arising from the application software developed and uploaded
through the Partners Platform and the provided services, while SUNMI does not
need to assume any responsibilities for this.
IV. Data Protection
1.
SUNMI attaches importance to the protection of user
information. The SUNMI Account Privacy Policy and the SUNMI Partners Platform
Privacy Policy show how SUNMI collects, uses, stores, shares and protects your
information. For details, please refer to the SUNMI Account Privacy Policy and
the SUNMI Partners Platform Privacy Policy. In order to abide by local laws and
regulations, if you are a user of EU institutions, please do not provide us
with any personal data, including but not limited to the personal data of your
staff.
2.
You understand and agree that the data you collect,
store, upload, download, distribute, process, use and otherwise process through
the Partners Platform and related products or services and the data backed up
by you with the backup tool that SUNMI may configure are all your business
data, except the data provided by SUNMI through the Partners Platform and the
data otherwise agreed by SUNMI with you. 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 customers’ 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.
3. We will not collect, save, use or share your business data
without authorization except in accordance with this Agreement, other
agreements between you and us, and the instructions issued by you in the
process of using the products or services of SUNMI, except for the following
circumstances:
（1）
complying
with the requirements of laws and regulations;
（2）
Inquire and access your business data in accordance
with the law to cooperate with competent authorities of the country;
（3）
To solve the dispute between you and us or the
dispute between a third party and us caused by your behavior.
（4）
concluding and performing the agreement to which you
are a party;
（5）
providing you with products or services;
（6）
improving and enhancing the quality of products or
services; or
（7）
other circumstances agreed upon separately by you
and SUNMI.
V. Bearing Your Own
Risks
1. SUNMI will try to provide correct, continuous,
timely, safe and state-of-the-art services to you, provided that, subject to
any applicable laws, SUNMI does not make any express or implied warranty
therefor. You agree to bear all risks arising from the 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
services or your inability to use the services, 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. SUNMI shall
not be liable for your failure to normally use SUNMI’s services due to software
and hardware failures of servers, communication networks and Smart Mobile
Terminal, technical adjustments of telecommunication departments, computer
viruses, malicious attacks and other unpredictable factors. Notwithstanding the
foregoing, we will take reasonable actions to resume regular services.
2. Subject to applicable laws, SUNMI has the right to
suspend, terminate or modify the services at any time at its own discretion, or
suspend, terminate or modify the services against some users without further
notice.
3. The Partners Platform website may contain links to
third-party websites. SUNMI provides these links only for your convenience,
which is not guaranteed by SUNMI and does not represent any recommendation,
support or authorization of SUNMI to such third parties, and their products and
services. You shall identify them yourself at your own risk. When you use any
products and services of the foregoing third parties, you shall understand and
accept the terms and rules of such third parties.
4. You shall be solely responsible for any loss or
liability resulting from yourself, and SUNMI will not be held liable. SUNMI
will not be liable for, including but not limited to:
（1） Any loss or liability caused by your failure to
operate in accordance with this Agreement or any rules published by SUNMI from
time to time;
（2） Any loss or liability caused by your failure to
provide the correct contact information to SUNMI and receive the relevant
notice of SUNMI in time;
（3） Any other losses or liabilities caused by yourself.
VI. Protection of Intellectual
Property Rights
1. All contents,
including but not limited to any words, images, videos, charts, software and
other materials used in the services provided by SUNMI Partners Platform and
SUNMI, are owned by SUNMI or other specially indicated right holders. SUNMI and its corresponding right holders have
not granted you any other rights to the above information and contents through
this Agreement. Except with the prior written consent of the corresponding
right holders, you shall not publicly publish or transmit to any third party or
copy or otherwise use all or part of the information provided by SUNMI in any
form, and shall not alter, falsify or delete any signature, trademark,
copyright mark and/or other rights statement.
2.
You shall respect
intellectual property rights. If you breach such obligation, causing losses to SUNMI or the
corresponding right holders, you shall be liable for damages.
VII. Commercial
Activities
You understand and agree that we
may conduct the following commercial activities in the services provided by
SUNMI: sending you commercial advertisements or other relevant commercial
information through the Partners Platform website, SMS, E-mail or other legal
means.
VIII.
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
or in connection with the performance of 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.