ZH-1. PROVISION OF SUBSCRIPTION

    1. Subject to the terms of this Agreement, Solar Speed will use commercially reasonable efforts to provide Client the Services listed in Service Order Form. Unless otherwise provided in the applicable Order Form, Services are purchased as a subscription. Solar Speed hereby grants Client a non-exclusive, non-sublicenseable, nontransferable right to access and use the Services during the Subscription Term, solely for Client’s internal business purposes. Solar Speed and its licensors reserve all rights to the Services not expressly granted in this Agreement. Solar Speed reserves the right to create and maintain administrative, support, system, and maintenance accounts within the Service, all with the necessary data access for Solar Speed and its assigned operators and/or other service providers to deliver the Service.

2.RESSTRICTIONS AND RESPONSIBILITIES

    1. Client will not (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Service; (ii) modify or create derivative works based on theService (iii) create Internet “links” to the Service or “frame” or “mirror” any content provided in connection therewith; or (iv) reverse engineer, access or use the Service to build a product using ideas, features, functions or graphics similar to the Service, or (iii) copy any ideas, features, functions or graphics of the Service. Client will not use the Service to interfere with or disrupt the integrity or performance of the Service or the data contained therein. Client will not attempt to gain unauthorized access to the Service or its related systems or networks. Client will not provide or disclose to, or permit use of the Services by, persons other than Client’s employees and contractors who are under a legally binding obligation of confidentiality consistent with this Agreement. Solar Speed reserves the right to suspend and/or terminate this Agreement and the applicable access rights in the event of any breach of this Section. Such suspension and/or termination will be without prejudice as to Solar Speed’ other rights and remedies, and without penalty for Solar Speed or liability to Client. Client represents, covenants, and warrants that Client will use the Services only in compliance with Solar Speed’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless Solar Speed against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although Solar Speed has no obligation to monitor Client’s use of the Services, Solar Speed may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    2. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
    3. Client may grant Affiliate(s) access the Services, provided that any act or omission by an Affiliate in breach of this Agreement will be deemed a breach by Client. Further, Client’s Affiliates may purchase Services under the terms of this Agreement by executing an Order Form that specifically references the terms of this Agreement.

3. USAGE LIMITS

    1. Services are subject to usage limits, including, for example, the quantities of decisions listed in an Order Form. If Client exceeds a contractual usage limit, Client agrees to be invoiced for additional usage at Solar Speed’ then current list price or at the applicable pricing referenced in the corresponding Order Form.
    2. Solar Speed China Premium Route is provided on the best effort basis of China partners and with the following disclaimers: Solar Speed shall not be liable for any government authorities’ blocking, filtering, or damaging of data sent by Customer over the Solar Speed network or any government acts that may prevent delivery of Customer’s content from a specific locations; Solar Speed shall not be liable for the disclosure of the originator of any content to a government authority upon direct inquiry by such authority; Solar Speed may restrict or limit services to Customer as necessary to comply with applicable laws or regulations, including restricting or limiting the amount of traffic purchased for China Premium Route; Solar Speed may choose any appropriate “Point of Presence” for improving performance or maintaining availability; Customer agrees to provide information including origin IP addresses or documentations for registration request by Solar Speed. Customer shall be solely responsible for complying with all applicable laws, rules, regulations, and policies of the People’s Republic of China.

4. CONFIDENTIALITY; PROPRITARY RIGHTS

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financialinformation relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Solar Speed includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Solar Speed to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    2. Client shall own all right, title and interest in and to the Client Data. Solar Speed shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
    3. Notwithstanding anything to the contrary, Solar Speed shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Solar Speed will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Solar Speed offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.