Nreal Developer Service Agreement
Last Updated: July 15, 2019
The following terms and conditions (hereinafter referred to as this “Agreement”) constitute a valid agreement made between You and nreal (either of which may be referred to individually as a “Party” or collectively as “Parties”). This Agreement stipulates Your legal rights and responsibilities concerning Your use of the Services provided by nreal. Registering for the Services, clicking “I agree” on the Website or You using any of the Services provided under this Agreement shall be deemed as Your acceptance of all the terms contained herein.
The following definitions apply unless otherwise specifically stated:
1.1 “API” refers to an open application programming interface provided by nreal.
1.2 “Developer” / “nreal Developer” or “You” (or “Your” to denote the possessive pronoun) refers to an individual, legal entity, or other organization that has been authorized by nreal to use the Services to provide Products to Users.
1.3 “nreal” refers to the relevant nreal entity.
1.4 “nreal ID” refers to an account with which You can log in to, in order to access and use various nreal services.
1.5 “Merchant Service Agreement” refers to an agreement which allows You to provide Paid Products to Users.
1.6 “Paid Products” refers to Products for which the Developer requires the Users to pay a price.
1.7 “nreal Platform" refers to websites and management and business platforms owned and operated by nreal that provide services and facilities for You, to enable You to offer Your Products to Users.
1.8 “Product” refers to software or digital content that You develop and upload to the Website, including but not limited to applications, games, widgets, online service software, themes, wallpapers, fonts, lock screen wallpapers, videos, music, reading content, or plug-ins for smart home products and related services.
1.9"Product Operation Data" refers to any data or information submitted by Users or generated by the Platform and/or Your Products when Users use the Platform to access Your Products and/or services. Product Operation Data includes, but is not limited to, User Data and data pertaining to User purchases, User devices, Product downloads, Product installations, and Product updates.
1.10 “SDK” refers to a software development kit provided to You by nreal.
1.11 “Services” refer to services provided by nreal which allow Developers to use this website and open platform in order to provide Products to Users, such as Merchant Services.
1.12 “Users” refers to all users who use platform services and Your Products, either directly or indirectly.
1.13 “User Data” refers to personal data that can, on its own or with other data, identify a User.
1.14 “Website” means https://developer.nreal.ai
- Creating a Developer Account
2.1 You need to create a nreal ID and complete the online verification process in order to use the services on this website.
2.2 Before registering for a Developer account, You must satisfy the following requirements (a) –(d) or (e) –(f): (a) You must be at least 18 years of age; (b) You have reached the legal age of majority applicable to You in Your jurisdiction for entering into a legally binding agreement with nreal; © You are not a person that is barred from using Services under applicable law; (d) You represent and warrant that You are legally capable of entering into a contract with nreal and accept all liabilities if You breach the terms of this Agreement; or (e) You are a legally established, independent legal entity; (f) You have the qualifications and/or hold any licenses necessary for entering into this Agreement with nreal.
2.3 If You lose Your right and authority for accepting this Agreement and fulfilling the obligations contained herein, You shall inform nreal immediately and remove Your Products from the Website and all applicable Platforms.
2.4 To ensure that You are granted access to the Services, You are obliged to provide Your relevant information to the Website as required by nreal. Such information includes but is not limited to company registration information, (if applicable) bank account details, tax information, VAT registration number, and contact information. All information You provide when creating a Developer account and using the Website and the Platform must be authentic and accurate. You shall verify Your identity using nreal’s real-name authentication system and submit any credentials and/or certification necessary for providing Products in accordance with applicable laws and nreal’s reasonable requirements. If You fail to do so, nreal is entitled to suspend or terminate Services to You. Should Your information change, You shall modify the appropriate registration information without delay and but in any case, within three working days of the change and request nreal to review the aforementioned changes by sending an email to email@example.com. Any losses, liabilities, or penalties which may be imposed on nreal, arising out of inaccurate registration information or delayed updates of such information shall be borne by You.
- Account Management
3.1 When You register as a nreal Developer, You shall be assigned a nreal ID user name and password which You must treat as secret and confidential (and not assign for the use of any third party). Nreal may limit the number of Developer accounts issued to You.
3.2 You may change Your password at any time. Should You become aware of, or have reason to believe that the security of Your password has been compromised or if You notice illegal account activity, You must report this to nreal without undue delay, but in any case, within three working days of becoming aware, or when You should reasonably have been aware.
3.3 You shall not permit Your nreal Developer account to be used by any third party nor shall You use the account of another Developer without authorization. You agree that You will be solely responsible for all Products that are developed and offered under Your Developer account.
- Your Representations, Warranties, and Undertakings to nreal
4.1 You hereby represent and warrant that:
(a) all activities You engage in when using the Website and/or the Platform and all Products You offer to Users via the Website and/or the Platform and information and content You release do not violate applicable laws, regulations, policies, or generally accepted practices, codes or guidelines in relevant jurisdictions or include any pornographic, gambling, defamatory, content that is hateful or offensive (including but not limited to that which is based on race, religion, gender, or age), or any other illegal information; do not interfere with, interrupt, damage, destroy, or access computers, hardware, devices, servers, networks, databases, or any third party’s product features and/or services without authorization; or infringe upon the legal rights and interests (including but not limited to intellectual property rights, reputation, personality or image rights, and trade secrets) of any third party.
(b) to the extent that any of Your Products contain open source software, You have complied with and fulfilled all obligations in the relevant open source agreement. You shall submit to nreal a list of all open source software contained in Your Products within three days of entering into this Agreement or, if Products are developed after such date, within three days of uploading such Products to the Website. You shall provide nreal, upon request, with the open source code for the aforementioned open source software.
© You will grant a license to Users to use the Products You offer via the Platform(s).
(d) You shall make an end user license agreement (“EULA”), service policy, and other necessary information available in Your Products and ensure that Users are informed of the aforementioned information, which shall comply with local laws, regulations, customs and practices and Clause 5.2 of this Agreement
(e) You and Your Products shall comply with all applicable privacy laws and regulations in the countries and regions where You elect to distribute Your Products.
(f) You will not send marketing and/or promotional content to a User unless the User has consented to the sending of such content and it is permitted by applicable laws.
(g) You shall provide Users with customer support and provide valid contact information so that Users can make quickly and efficiently make complaints and seek, information and redress from You.
(h) You will not disrupt or attempt to disrupt the normal operation of the Website and/or the Platform.
(i) You will not bypass, attempt to bypass, or claim to be able to bypass any content protection systems or data analysis tools provided by nreal, or intentionally cause Users to believe that they are directly interacting with nreal.
(j) You will at all times comply with the terms of this Agreement, the management policies and any other policies released by nreal on the Website from time to time.
4.2 In the event that nreal becomes aware that You have violated any of the aforementioned warranties, nreal has the right to, at its sole discretion, to delete the appropriate information or content and cease the promotion and operation of the said Products on the Platform at any time; require You to replace or modify any illegal or infringing content; and/or terminate this Agreement. You shall not object to any of the aforementioned actions that nreal takes at its sole discretion. All losses incurred by You or by Users arising therefrom shall be borne by You.
4.3 You shall not use Your account for purposes not stated in this Agreement. In the event that Your account has been terminated or deleted by nreal due to Your violation of the provisions in this Agreement or other Platform rules, You shall not create another account without nreal’s prior consent.
- Product and Operation Rules
5.1 All Products that You offer via the Platform are to be submitted to nreal for nreal’s prior authorization. You are obliged to give all necessary explanations and descriptions (including but not limited to the Product name, theme, and Product category) for Your Product(s) in accordance with nreal’s requirements. All Products must meet nreal’s quality assurance standards. Should You make any editing, modifications, or updates to Your Products through Your own or a third-party channel without nreal’s consent, You shall compensate nreal and relevant Users for any losses incurred in respect of the same and, nreal reserves the right to terminate this Agreement. Notwithstanding the foregoing, nreal’s consent does not alleviate You of Your liability for the Products including but not limited to the Product complying with applicable law, non-infringement and being free from defects.
5.2 You appoint nreal to supply and/or license, products on Your behalf. You retain sole legal liability and responsibility for the Products as set out in the previous clause. You must provide an EULA with any Products You distribute via the Platform. The terms of the EULA will apply to the User’s use of Your Product(s), will not be inconsistent with the terms of this Agreement and, shall, amongst other things, state that You are the licensor of the Product and that nreal are not a party to the EULA. The EULA shall state clearly that the Products are provided to Users by You, and that You are responsible for any content provided to Users. You shall supply nreal with a copy of the EULA for the Products when seeking prior authorisation under clause 5.1. You shall be responsible for resolving any disputes arising out of Your Products and services between You and Users. nreal reserves the right, but has no obligation, to facilitate and resolve the aforementioned disputes in order to ensure the orderly functioning of the Platform and to protect Users’ rights and interests (and You shall fully co-operate with nreal with any efforts it makes in this regard).
5.3 Your Products and services shall respect User privacy and comply with data protection laws and regulations in countries or regions where Your Products and services are distributed. You shall provide Product privacy notices in compliance with local laws (or where no such laws exist (of at least the same standard as those in nreal’s privacy notices) to Users to notify Users of the following matters: (i) categories, purposes, and processing methods of User Data to be collected on Your Product and Product pages, (ii) how and when You obtain Users’ consent where applicable prior to data collection, (iii) an undertaking by You to adopt adequate data security protection Measures (if Your Product stores personal information provided by Users, it must do so securely and only for so long as it is needed); (iv) how User Data will be shared by You with third parties.
5.4 You shall be responsible for resolving any privacy security protection issues arising out of Your Products between You and Users. Nreal reserves the right, but has no obligation, to facilitate and resolve the aforementioned issues in order to ensure the orderly functioning of the Platform and to protect Users’ rights and interests (and You shall fully co-operate with nreal with any efforts it makes in this regard)
5.5 Uploading Your Products to the Website enables You to make available Your Products via the Platform(s). Products are created, developed, processed, modified, tested, maintained and managed entirely by You at Your own cost. Nreal does not participate in the management of Your Products. You are responsible for operating Your Products and handling complaints in connection with Your Products, as well as disputes arising from Your Products. Any issues or liabilities arising due to Users accessing Your Products are Your sole responsibility and are unrelated to nreal. Nreal provides technical support to facilitate the making available of Your Products. If You fail to resolve a User’s issues in a timely manner, causing the User to make a compensation claim against nreal, nreal reserves the right to facilitate a resolution of the dispute, and at its sole discretion, to decide whether or not to compensate the User. If the User denies making a transaction on Your Products, You shall be responsible for resolving the dispute.
5.6 User-generated content (including but not limited to messages, comments, and names) during their use of Your Products must not violate any applicable laws, regulations, and policies, damage the security of relevant countries and regions, or contain any, pornographic, gambling, defamatory, content that is hateful or offensive (including but not limited to that which is based on race, religion, gender, or age), or infringing, or other illegal content. If any of the aforementioned content is published or disseminated, You undertake to delete such content or take other reasonable measures without undue delay. You shall ensure the EULA reflects this clause 5.6.
5.7 Embedded Advertising. You will ensure that any embedded advertising included in Your Product complies with the terms of this Agreement and applicable law, including but not limited to ensuring: a) Your access to and use of information related to Users use of embedded advertising must comply with nreal’s privacy requirements; b) Your embedded advertising must not contain any “spyware”, “malware” or harmful code and must not cause injury to any person or damage to any property. In addition You may not display advertising, marketing or promotional messaging to Users through the advice notification bar or any other device level notification system.
5.8 You shall ensure the authenticity, accuracy, and legitimacy of the information submitted in relation to age restrictions, and You assume all corresponding responsibilities for this. nreal reserves the right to review Your age restricted contents and related materials, and to make any adjustments to same that nreal (at its sole discretion) deems necessary. If nreal discovers or receives user complaints that Your app does not comply with relevant laws or regulations, or nreal standards, nreal will take immediate measures such as removing Your app from nreal AppGallery, blocking Your Product, or disconnecting it from our server. The reviews, ratings, and adjustments by nreal do not constitute a warranty of any kind by nreal (expressed or implied) as to the compliance of Your Products. You shall take full responsibility for Your Product content. nreal reserves the right to adjust the content rating and age restriction standards and inform You when necessary.
5.9 You acknowledge and agree that the age restriction in some sections of the Website is provided by third-parties, for which the following information will be provided: Your company name (Your own name, if You are an individual developer), the questionnaire You filled in, app details, app installation package, and email address.
5.10 In the event that You violate any of the aforementioned clauses, nreal has the right to, at its sole discretion, delete the appropriate information or content and cease the promotion and operation of the said Products on the Platform at any time and or terminate this Agreement.
- Product Removals
6.1 Nreal has the right to remove Your Products from the Website and any Platform(s), or suspend or cease distributing/advertising Your Products at any time at its sole discretion. Nreal and any third party shall not bear any liabilities for consequences arising from Users’ inability to access Your Products.
6.2 If You decide to remove Your Products from the Website and any Platform(s), or suspend or cease making available Your Products You shall inform nreal and relevant Users of the said restriction, suspension, or cessation in advance. You shall provide a notice to Users on such Product pages within a reasonable period (at least 60 days for game applications) before removing the said Products from the Platform. Any payment options shall be disabled at the end of the notice period.
6.3 All Product removal notices must continue to be shown until the Product or service is actually removed.
6.4 Any disputes arising therefrom shall be handled by You. Nreal shall not bear any liabilities for consequences arising from a User not being able to access Your Products.
6.5 Any statutory rights that Users may be entitled to when using Your Products shall be respected in accordance with relevant laws, including but not limited to the right to a refund (if applicable) or compensation. If applicable, any unused virtual currencies or unexpired services in game applications are to be refunded to Users in legal tender proportional to the purchase amount or by other means as agreed between You and Users. You shall assume sole responsibility for all losses incurred to Users in this regard.
- Use of Services
7.1 Nreal grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Services and the nreal Software subject to and in accordance with the provisions in this Agreement and the nreal development guide available on the Website regarding appropriate security measures, including but not limited to: signature verification, https requests, code obfuscation, and app wrapping. You shall bear all liabilities for any of Your losses arising out of inadequate security measures and compensate nreal and Users for any losses they suffer. Nreal owns all copyrights, patents, and all other rights to the nreal Software. You may not purport to be the owner of, sell, transfer, lease, rent, sub-license, or distribute any nreal Software to any organization or individual without nreal’s prior written consent.
7.2 When using the nreal SDK during Product development, You shall not use the SDK to design features that are prohibited by the laws and regulations of the country or region in which the Product is to be released. If the laws and regulations of the country or region in which the Product is to be released require Users to authorize software updates, the Product must include an acceptance prompt function enabling the update, or else the SDK’s automatic update feature must be disabled using the API. You shall bear any disputes, and legal liabilities arising from Your breach of this clause and compensate nreal and Users for any losses they suffer.
- Nreal’s Rights and Obligations
8.1 Nreal has the right to examine whether You satisfy the requirements for a Developer account in clause 2.2.
8.2 Nreal reserves the right to carry out a pre-release assessment of all Products based on market demand, Product quality, and Product content. In addition, nreal reserves the right to decide whether to permit the release of a Product and to decide on which platform the Product will be released. nreal also reserves the right to conduct a comprehensive security appraisal of Your Products at any time.
8.3 You shall as and when requested by nreal provide Product information to nreal.
8.4 Nreal is not obligated to provide customer support or software upgrades, or to improve or modify this service (hereinafter referred to as “Support”). However, in the event that nreal does decide to provide You with Support, nreal reserves the right to suspend it at any time without prior notice.
8.5 All Software, Services, and related documents and materials provided to You by nreal are confidential. You shall not disclose any of the aforementioned confidential information to any third party without nreal’s prior written consent. You agree that You shall provide protection for nreal’s confidential information at least equivalent to that for Your own confidential information. In case You violate the foregoing confidentiality obligations and economic compensation is insufficient for relief, You agree that nreal has the right to enforce or seek injunctive relief.
- Intellectual Property Rights
9.1 You hereby grant nreal and/or its affiliates a non-exclusive, royalty free license to:
(a) make available Products to Users via the Platforms in the countries You select; this right is irrevocable except that the right shall cease once Products are removed from, and no longer offered on, the Website; and
(b) irrevocable rights worldwide during the valid period of cooperation within nreal:
i. to use, test, and evaluate Your Products and any product information provided to nreal through the Website, the Platform, or otherwise (including but not limited to the content of apps), Product description, and any Product marketing materials (hereinafter referred to as the “Product Information”);
ii. to present Your Products and any Product Information on the Website and Platform to display, advertise, and/or promote Your Products;
iii. to use Your Products and Product Information to advertise and/or promote the Platform and/or nreal and its affiliates;
iv. to upload Your Products to and make them available on the Platform;
v. to store Your Products and Product information in digital forms so that they can be easily accessed on the Platform;
vi. to use, copy, display, and/or duplicate Your trademark, logo and/or company information to advertise and/or promote Your Products, the Platform and/or nreal and its affiliates;
vii. to use, copy, distribute, modify, extract, rearrange, advertise, and promote Your Product information in any and all digital forms for promotion purpose on the Platform.
© irrevocable rights worldwide to retain one or more electronic copies of each Product in accordance with this Agreement after the expiration of the license, in order to deal with potential disputes, lawsuits, and litigation.
9.2 Nreal has the right to sublicense and/or transfer the rights in section b) above to any third party providing services to and/or acting on behalf of nreal in connection with the Website and/or the Platforms.
9.3 You warrant and represent and undertake on a future basis, that You have the rights necessary to grant the rights in clause 9.1 above.
9.4 Nreal owns all intellectual property rights to the nreal brand, the Website, the Platforms, and nreal Software (hereinafter referred to as “nreal Content”). In case You use nreal Content and or nreal intellectual property to develop Products, You may only do so after receiving prior written approval from nreal and nreal shalls own all rights to and in any derivative works arising out of Your use of the nreal Content and/or nreal intellectual property and You hereby irrevocably and unconditionally assign and transfer to nreal all right, title and interest in and to any such derivative works and irrevocably and unconditionally waive any moral rights (and any rights of the same or similar effect anywhere in the world whether existing now or in the future created) relating to the aforementioned derivative works. In addition, nreal reserves the right to apply for formal ownership of intellectual property rights in respect of any derivative works arising from Your use of the nreal Content and/or nreal intellectual property and, You warrant to provide nreal with all reasonable assistance in securing the same. Without prior written consent from nreal , You shall not, and shall not permit or encourage any third party to use, reproduce, publish, release, modify, forward, translate, spread, or distribute the aforementioned nreal Content and/or any derivative works, nor shall You lease, lend, sell, sub-license, transfer, or otherwise transfer any rights relating to such nreal Content and/or derivative works.
9.5 You may not reproduce, reverse engineer, decompile, disassemble, or create any derivative works from nreal Software, nor may You permit or encourage any third party to engage in such activities.
- Correspondence about and Updates to this Agreement
10.1 Nreal may send notices to You about matters under this Agreement via page announcements on the Website, or for material changes and notifications by email, or online messages. Such notices shall be deemed as received once sent, and shall be referred to and be deemed as binding and conclusive evidence in the event of a dispute between the Parties.
10.2 You agree to receive emails and messages sent by nreal, including but not limited to messages about Users’ rights and interests. You may send an email to firstname.lastname@example.org to inform nreal of Your rejection to further messages, however, You may not opt out of or reject messages sent for the purposes in clause 10.1, as it is necessary for You to be informed of them in order for You to properly perform Your obligations and to be aware of Your liabilities and rights under this Agreement. You may opt in to receive marketing and promotional emails sent by nreal when registering for a Developer account.
10.3 Nreal reserves the right to update this Agreement at its own discretion and to unilaterally decide to update this Agreement in any one of the following ways. You acknowledge that You have agreed with the following two ways of update:
10.3.1 Release the updated agreement on this website within 30 days before it becomes effective. If You do not agree with the updated version of this Agreement, You shall stop using the Services provided on this website within the 30-day notification period. Your continuous use of the aforementioned services shall be deemed as Your knowledge and acceptance of, and agreement to the updated version.
10.3.2 Ask for Your consent to the updated agreement when You enter the Management center whereupon this Agreement as updated, takes effect immediately upon Your consent.
10.4 Nreal reserves the right to adjust, add to, or remove Services and/or features from the Website or Platform at its own discretion without notice to You. Unless otherwise specified, new services and/or features shall be governed by this Agreement.
- Termination of this Agreement
11.1 Either party (Non-Defaulting Party) may terminate this Agreement by giving written notice to the other party (Defaulting Party) if the Defaulting Party:
(a) is in material breach of any term of this Agreement, and the Defaulting Party explicitly refuses to remedy or the breach continues un-remedied within the time specified by the Non-Defaulting Party, which shall not be less than thirty (30) days, after receiving the written notice requiring it to remedy such breach;
(b) has ceased or threatened to cease to carry on its business;
© has a receiver, administrator or similar officer appointed over all or part of its assets or undertaking;
(d) makes any arrangement for the benefit of its creditors;
(e) goes into liquidation save for the purpose of genuine amalgamation or reconstruction;
(f) being an individual, is declared bankrupt;
(g) has its operations banned by a government authority, or is in violation of applicable laws or regulations.
11.2 Except for termination under clause 11.1 and 11.2 or under clause 2.4, 4.2, 5.7, and 18.2 of this Agreement, termination by YOU or nreal must be effected by notice in writing to the other.
11.3 Nreal may terminate this Agreement for convenience (which You acknowledge can be without giving You a reason), on giving not less than sixty (60) days’ notice in writing to You.
11.4 If this Agreement is terminated, You will, and nreal may, close Your account by deleting the product data and service specifications stored on Your Developer account. Product data and Service specifications include but not are not limited to product software packages, product property information, product names, product screenshots, and product introductions.
11.5 Clauses 4, 8, 9, 12, 13, 14, 15, 16 and 17 shall survive the termination of Your account/this Agreement.
12.1 Nreal, executives, directors, employees, agents, partners, sub-contractors, contractors and licensors (collectively ‘nreal Parties’), provide no representations or warranties for this Service, either express or implied, including but not limited to warranties as to merchantability, fitness for a particular purpose, accuracy and non-infringement. In particular, nreal makes no warranties that: (1) the Services will meet Your specific requirements; (2) the Services will be uninterrupted, provided timely, secure, or error-free; (3) information obtained from use of the Services will be accurate or reliable; (4) the Services or any downloads will be free of defects, errors, virus or bugs or other harmful elements; or (5) any errors or bugs in any software that constitutes part of the Services will be corrected. This Services are provided on an ‘as-is’ and ‘as-available’ basis and are subject to change without notice. nreal has no control over Your network operator, and therefore, nreal cannot make any warranties relating to network coverage, availability, or service quality. You shall assume all risks associated with content and/or other information downloaded, obtained, or accessed via the Services, as well as the risk of device/data damage and content loss due to use of the Services or third-party services. If local effective laws or regulations deem excluding certain statutory clauses as invalid, nreal’s liabilities for violating such laws or regulations shall be limited to the maximum extent permitted by law.
- Limitation of Compensation Liabilities and Remedial Measures
13.1 To the maximum extent permitted by applicable law, Your access and use of the Services is at Your sole risk and the nreal Parties maximum and entire liability to You under this Agreement, and the only relief measure for any and all compensation, claims, proceedings, liabilities, obligations, losses, damages, costs and/or property losses arising out of Your use or inability to use the Services or any third-party service under this Agreement shall be limited to the actual direct losses suffered by You and, whether in contract, tort (including negligence) or under any other theory shall not in any event or circumstance exceed 50.00 EUR. You expressly acknowledge and agree that nreal shall not be liable for any: loss or corruption of data; loss of profits; loss of business or goodwill; business interruption; and/or, indirect, incidental, special, consequential, or exemplary damages (even if nreal has been advised of the possibility of such damages).
14.1 To the maximum extent permitted by applicable law in Your jurisdiction, You will defend, hold harmless and indemnify the nreal Parties from any claim, suit or action arising from or related to any or all of the following:
(i) Your Products;
(ii) any allegation that Your Products infringe or misappropriates any intellectual property or other rights of any third party;
(iii) Your use of the Services;
(iv) any violation or breach by You of this Agreement; or
(v) a dispute between You and a User;
including, on a full indemnity basis: any liability, damages, expense, litigation costs and lawyer’s fees arising from such claim, suit, or action, including any claim for negligence. You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the nreal Parties in the defence of any such claim or demand. nreal reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.
- Privacy Protection
You undertake to take proper data security measures. If Your Product retains User Data You must ensure that it is kept securely and only within the time period necessary for the purpose of collection, and delete it immediately upon the end of the cooperation. You shall not transfer users’ personal data disclosed by nreal cross borders to another country/region, or disclose it to a third party, unless approved in writing by nreal. Your products shall pass the nreal privacy security test prior to launch.
15.2 Network security: You undertake to comply with all applicable laws and regulations regarding cyber security, and not to engage in any activities that interrupt, interfere with, damage, or access without authorization any terminal devices, servers, networks, or products or services of any third party (including users, nreal, and carriers).
15.3 Security statement: Any privacy security disputes regarding Your products shall be settled by You and users, and nreal shall not bear any liabilities arising therefrom. nreal reserves the right, but has no obligation, to provide You with opinions and suggestions on resolving privacy security disputes in order to protect users’ rights and interests. In the event of a data breach, You shall notify nreal immediately. You agree to indemnify, defend, and hold harmless nreal and the nreal Parties from: any claims, actions, suits, penalties imposed by a Court or a competent authority, claims from end users, or other economic losses arising from or related to Your breach of the aforementioned terms. In addition, nreal reserves the right to terminate this Agreement.
- Governing Law and Dispute Resolution
16.1 Since Your Products are distributed in Mainland China, You agree that the establishment, jurisdiction, and interpretation of this Agreement shall be governed by the laws of P.R. China. You agree that this Agreement is signed in Haidian District, Beijing, P.R. China. Any and all disputes, compensation claims, and causes of action arising out of performing this Agreement or receiving Services provided under this Agreement shall be resolved in the Court with jurisdiction in the area where this Agreement is signed.
- General Terms
17.1 If any part of this Agreement is deemed as invalid by a court or other competent authorities, any other provisions shall not be affected and shall continue to be enforceable and binding upon the Parties to the fullest extent permitted by applicable law.
17.2 In this Agreement:
i. headings and bold type are for convenience only and do not affect the interpretation of this Agreement and;
ii. a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
iii. a reference to a Party includes its lawful successors or lawful assigns;
iv. a reference to a law, statute, or statutory provision is a reference to such legislation, law, statute, or statutory provision as amended or re-enacted and includes any subordinate laws and any subordinate legislation, law statute, or statutory provision;
v. any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression, shall be construed as illustrative but shall not limit the sense of the words preceding those terms;
vi. any references to Clauses, sub-Clauses, or Schedules, are references to Clauses or sub-Clauses or Schedules in this Agreement;
vii. a reference to “writing” or “written”, includes faxes and e-mails; and
viii. the use of the singular denotes the use of the plural and vice versa.
17.3 You shall not sub-contract any obligations under this Agreement, or transfer, assign, or sub-license any rights under this Agreement.
17.4 Nreal reserves the right to assign or otherwise transfer any of the rights or obligations under this Agreement at its own discretion.
17.5 You shall not state or imply that there is any form of partnership between You and nreal, including but not limited to cross-ownership, business dealings, or other forms of cooperation, or claim that You have received official approval from nreal.
17.6 Translations of this Agreement are provided for reference purposes only. If there is any conflict between the local language version and the English version, the English version shall prevail.
17.7 No alterations, variations, or modifications to this Agreement shall be binding upon either Party unless made in writing and signed by each Party.
17.8 Each Party agrees not reveal to third parties Confidential Information, which the Party (the “Receiving Party”) obtains from the other Party (the “Disclosing Party”) or which arises during the Term of the Agreement and not use such information for any other purpose than for the fulfilment of this Agreement. The Receiving Party shall ensure that its affiliated companies, agents, owners, leading personnel, consultants or board members do not disclose Confidential Information to third parties. The Receiving Party shall ensure that employees who can be expected to come into contact with Confidential Information are required to keep such Confidential Information secret to the same extent that this Agreement requires the Receiving Party itself to do so.
- Force Majeure
18.1 Nreal and its employees, agents, (except You) or sub-contractors shall not bear any liabilities for any consequences resulting from failure or delay in performing any obligations under this Agreement due to a Force Majeure Event.
18.2 If the Force Majeure Event continues, nreal reserves the right to terminate this Agreement or suspend the performance of any obligations hereunder and resume performance after a certain respite period. nreal shall take reasonable steps to end the Force Majeure Event or find a solution such that it can continue to perform its obligations if the Force Majeure Event continues.
18.3 In this Agreement, “Force Majeure Event” means any event which could not reasonably have been foreseen and avoided and is beyond a Party’s control, including acts of God, sabotage, riots, fires, floods, epidemic, earthquakes, piracy, wars, typhoons, explosions, labour unrest, or labour shortage, strikes, freight embargoes, terrorism, nuclear incidents, but does not include any lack of authorisations, licenses, or approvals by either Party, necessary for the performance of this Agreement.
- Export Controls
Developer hereby represents and warrant that it shall comply with all applicable laws and regulations regarding export controls and economic sanctions of the United Nations, the United States, the European Union, and other countries. Developer also undertakes that it is not the subject of any sanctions imposed or enforced by the UN Security Council, the U.S., or the EU. Developer undertakes not to use the Products or Services provided by nreal for purposes prohibited by the applicable export control laws. If Developer uploads, synchronizes, or transmits any software, technical data, and/or other materials that are restricted by the Export Administration Regulations (EAR) of the U.S., and export control laws of other relevant countries, it shall, at its own cost, obtain all required authorizations, permits, or licenses to the extent required by such laws. To the maximum extent permitted by law, nreal is not liable for any losses or penalties that Developers may incur or suffer in connection with the Developer’s breach of this Clause 19 and any relevant export control laws and regulations.
- Financial Compliance
20.1 The Parties acknowledge the necessity and desirability of implementing strategic cooperation, growing together, maintaining reputation, and building a healthy and robust financial compliance environment and to comply with all applicable domestic and international laws/regulations as regards economic sanctions, anti-money laundering and counter-terrorism financing.
20.2 The Developer hereby represents, warrants and undertakes to nreal that neither the Developer nor any of its subsidiaries, directors or officers, or, to its best knowledge, any of its affiliate, agent or employee is an individual or entity (“Person”), that is, or is owned or controlled by Persons that are the subject/target of any applicable economic sanctions, regulations, embargoes or restrictive measures (“Sanctions”) enacted, administered, imposed or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union and/or any other relevant governmental institution, agency or authority, as well as any applicable local laws and regulations relating to Sanctions, hereafter referred to as “a Sanctioned Person”. None of the funds provided or to be provided by the Developer under this Agreement shall be from, or directly, indirectly in connection with a Sanctioned Person, or any activity that will violate applicable laws/regulations. None of the funds received or to be received by the Developer under this Agreement shall be used to support or facilitate any activity that will violate applicable laws/regulations. For the avoidance of doubt, the Developer’s indemnity in this Agreement extends to a breach by the Developer of this Clause 20.
- Entire Agreement
21.1 No oral or written agreements made prior to the date of this Agreement shall be construed to confer or imply any representations, warranties, or commitments. Even if You believe You entered this Agreement based upon any misrepresentation made by nreal, You are not entitled to any relief (unless such misrepresentation is made for a fraudulent purpose).
21.2 Nreal’s affiliates are third-party beneficiaries of this Agreement who can enforce this Agreement as a party to this Agreement.
- Special Clause
22.1 You expressly declare and warrant that You may not (and nreal shall not approve You to) use Services to upload, sync, or transfer software, technical data, and/or other data that is subject to the Export Administration Regulations (EAR) of the US Bureau of Industry and Security. If You violate the aforementioned warranties, Your actions shall be considered as the export of goods in accordance with the EAR and You may be subject to penalties. Nreal excludes any liabilities in respect of the EAR to the maximum extent permitted by applicable law.
- Electronic Signatures
23.1 In accordance with the Electronic Commerce Act, 2000 and EU Regulation 910/2014 (on electronic identification and trust services for electronic translations), the parties hereby agree that they may execute this Agreement using electronic means, including the use of electronic acceptance by You or nreal, which will have the full force and legal effect as if traditional hand-written signatures had been affixed hereto. You acknowledge that You have the ability to retain this Agreement either by printing or saving it.