Imou Developers Open Platform Agreement

Version Update Time:11/23/2021

This Imou Developers Open Platform Agreement ("the Agreement") sets forth the terms and conditions of your use of user name registration and related services ("Services") between you and Imou Platform Operator. In this Agreement, "developer", "you" and "your" refer to you or any agent, employee or person authorized to act on your behalf. "Imou", "We", "us" and "our" refer to Zhejiang Dahua Technology Co., Ltd (“Dahua”). The Agreement explains our obligations to you, as well as your obligations to us for various services offered by Imou Developers Open Platform.

Upon the registration for our Services and during their use, you will provide us with information that may identify you directly or indirectly (“Developer Data”). We are committed to responsibly handling any information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated into the Agreement. Please review our Privacy Policy, thus you are aware of how we collect and use your personal information.

Imou Privacy Policy

1. Definitions

In addition to any other term elsewhere defined under this Agreement, the following terms shall have the meaning defined below:

Apps: refers to the software applications, or any other digital products (and their updates) developed, edited, distributed by the Developer with the help of or through the Services and that can be used by the User.

Developer: refers to the legal or natural person, if registered as enterpreneur, that make use of the Services and develop Apps for the User.

Developer Data: refers to the information provided directly by the Developer when registering for or using the Services and the information collected by us, which can identify the Developer.

Imou Products: refers to the consumer-oriented surveillance products and solutions, including hardware and software, manufactured, developed or supplied by Imou or its affiliates, whether Imou brand or another brand as required by the Developer and agreed by us.

Services: refers to the Imou Open Platform and the relevant services provided through the website https://open.imoulife.com/ and its subdomains that allow third-parties partners to develop their own Apps which can be finally downloaded on Imou products.

User: refers to the end user who downloads, registers for, uses or in any other way exploits the Apps of the Developer.

User data: refers to the information relating to an identified or identifiable User, including but not limited to personal data and other information provided directly by the User when using the Apps, or any other personal data, metadata, or other type of information about the User collected by the Developer during the use of App. For avoidance of any doubts, Developer acts as controller of the User Data.

2. Registration and Account Management

2.1 Your access to our Services is conditional upon our approval of your application for registration. The Services are available to current partners of Imou or its affiliates or any other third parties conducting business relevant to or in any other way beneficial for end-users of the Imou products. Upon receipt of your application for registration, we might contact you to ask for documents or further details that we believe are necessary for us to verify your identity and businesses’ scope. To the extent that your application is not finally approved by Imou you will not be granted access to the Services and this Agreement shall be considered as null and void. In such case, you understand, acknowledge, and agree that you will not be entitled to any kind of compensation from Imou.

2.2 You may be asked to provide certain registration details or other information, including but not limited to name, surname, employer, etc. It is a condition of your use of the Services that all the information you provide be correct, current and complete.

2.3 If you choose, or are provided with, a user name, password or credentials identifying the Apps by you or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security by contacting us at support.easy4ip@dahuatech.com.

2.4 You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3. Apps Requirements

3.1 Technical Requirements. Apps should be technically compatible with Imou products and not interfere to their normal use and operation. We reserve the right to evaluate and test the compliance of the Apps with this Agreement and other policies available to you and their operability with the Imou products. You are required to cooperate and provide the technical details reasonably requested by Imou for this reason.

3.2 Content Requirements. Developer is solely responsible for selecting all content of the Apps. Developer should ensure that the content of the Apps comply with the applicable laws in User’s jurisdiction and in no case should they include violent, pornographic, discriminatory, abusive, racist, defamatory or otherwise illegal content or images.

3.3 Privacy. Developer may act as controller or processor of User Data. Developer should take measures to ensure that their operations and Apps comply with the applicable privacy and data protection laws and relevant rules, regulations, orders and other requirements of supervisory authorities when Developer controls, collects, stores, transfers, deletes or processes in any other way User data. For example, provided that Developer who is the processing of personal data in the context of the activities of an establishment of a controller or a processor in the European Union should comply with the General Data Protection Regulation(GDPR). Developer is responsible to provide legally adequate privacy notices or policies to User. To the extent that Imou is required by Developer to process User data, Developer hereby agrees to the terms of the Data Processing Agreement.

3.4 Compliance with applicable laws. Developer shall ensure that Apps, their content and their marketing shall comply with any other applicable laws including but not limited to marketing and consumer protection laws, tax laws, telecommunications laws, etc.

3.5 Imou might publish notices, guidelines, or documents of any other title addressed to Developers regarding Apps regarding their technical, content or privacy requirements. You are required to consult and follow them during the use of our Services.

4. Fee Schedule

4.1 Developer understands, acknowledges and accepts that Imou has the right to charge you for the Services or part of them. Imou will contact you after the approval of your registration to reach an agreement on the Services you desire to use and the relevant charges. Apps shall be available for Users under the condition that the Developer has fully fulfilled its payment obligations.

4.2 Charges are provided net of any taxes, duties, or other levies imposed by the competent authorities in the jurisdiction where the Developer operates. All payments to be made to Imou shall be paid without any set-off, counterclaim or deduction. Developer shall bear responsibility for payment of withholding tax, if applicable, and shall be responsible for obtaining the tax clearance certificate from the competent tax authority and provide it to Imou within 60 days after the payment is made.

5. Our rights

5.1 We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, you have violated any provision of this Agreement.

5.2 We might reject the launch of, suspend or forbid the availability of the Apps developed by you or made available through our Services to the extent that we have reasons to believe that the Apps are not related with Imou-branded products; do not meet the Apps requirements as set by Imou from time to time; can have adverse effects on the normal operations of Imou products or our reputation, image, business benefits, etc. You understand and agree that Imou will not be liable to you for any damages or losses incurred thereof.

5.3 We reserve the right to alter, suspend or discontinue the Services, or part of them, for business and operational reasons. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

6. Intellectual Property Rights and Trademarks

6.1 Subject to the rights granted in this Agreement, Imou or its affiliates or licensors own and retain all the rights, title and interest to the Services and their contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), as well as the trademarks “Imou”, “Lechange”, “Dahua” and all related names, logos, product and service names, designs and slogans terms (collectively referred to as “Intellectual Property Rights”).

6.2 Imou might grant you a worldwide, nonexclusive, nontransferable, royalty-free license to use our trademarks in connection with advertising for your Apps, strictly in accordance with the specifications issued by Imou.

6.3 You retain all right, title and interest in and to your Apps and their content. To the extent that you offer your Apps via our Services, or we need to evaluate and test your Apps, market them or promote them, you herein grant us or affiliates a worldwide, nonexclusive, royalty free license to use any rights connected with your Apps in connection with the purposes of this Agreement or other services you have requested us to provide you with.

7. Representation and Undertakings

Developer represents, warrants and undertakes to Imou:

7.1 that all the details provided under or in connection with this Agreement or Services are true, accurate, current and complete;

7.2 to use the Services for lawful purposes and in accordance with the terms of this Agreement;

7.3 not to use or allow third parties to use the Services in any way that violates any applicable, national, provincial, local or international law or regulation;

7.4 not attempt to gain unauthorized access to Services, our servers through which the Services are stored or any server, computer or database connected with our Services;

7.5 not to misuse our Services by knowingly introducing viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful;

7.6 not attack our Services via a denial-of-service attack or a distributed denial-of-service attack;

7.7 to implement sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data;

7.8 not to engage in any conduct that restricts or inhibits anyone’s use of enjoyment of the Services, or which, as determined by Imou, may harm Imou, its customers or expose them to liability, or to attempt to interfere with the proper working of the Services in any way.

8. Confidentiality

8.1 Developer shall protect, hold in confidence and not use or disclose information made available by Imou that is identified as confidential or that reasonably should be considered confidential and use that information only to fulfill your obligations or exercise your rights under this Agreement;

8.2 We reserve the right to require you to destroy or return all such information to us promptly when this Agreeement terminates, no matter for which reason, and you agree to comply and, upon request, confirm such destruction in writing.

8.3 This section covers all confidential information regardless of when you received it.

9. Disclaimer, Limitation of Liability and Indemnification

9.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or sub-contractors and for fraud or fraudulent misrepresentation.

9.2 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the services will be free of viruses or other destructive code.

9.3 We exclude all implied conditions, warranties, representations or other terms that may apply to our services or any content on it.

9.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

•    Use of, or inability to use, our services; or

•    Use of, or reliance on, any content displayed on our services;

In particular, we will not be liable for:

•    Loss of profits, sales, business or revenue;

•    Business interruption;

•    Loss of anticipated savings;

•    Loss of business opportunity, goodwill or reputation; or

•    Any indirect or consequential loss of damage.

9.5 To the extent that imou’s liability is established, you can recover from us only direct damages up to an amount not higher than the aggregate amount of fees you have paid to imou during the last year. You agree not to seek and you waive any right to recover any other losses or damages, including without limitation consequential, lost profits, special, indirect, punitive or incidental damages from any covered party. These limits and exclusions apply even if the covered party knew or should have known about the possibility of the damages.

9.6 You will indemnify, defend and hold us (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, expense, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any third-party claim relating to the Apps, or any breach of your representations, warranties or obligations set forth in this article or elsewhere in this Agreement (individually, a “Claim,” and collectively, the “Claims”). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (but without limiting your indemnification obligations). Your obligations under this article 6 are independent of your other obligations under the Agreement.

10. Agreement Changes

Imou reserves the right to amend this Agreement and our Services at any time, and such amendments will be published on the website of Imou. Unless otherwise noted by Imou, material changes to the Agreement as decided by Imou will become effective 30 (thirty) days after they are posted. If you disagree with any amendment made by Imou to our Services or any provision of this Agreement, you are entitled to cease to use our Services. If you continue to use our Services even after the lapse of this period, you shall be deemed to have accepted the amendment made by us to the Services or the relevant provision of this Agreement.

11. Term and Termination

11.1 This Agreement will remain in effect until terminated. You might terminate this Agreement at any time for any reason or no reason, upon at least thirty (30) days’ written notice. Any fees paid by you prior to the termination are non-refundable (except as expressly permitted otherwise by this Agreement), including any fees paid in advance for the billing year during which you terminate. Termination of this Agreement shall not relieve you of any obligation to pay any accrued fees or charges.

11.2 Imou may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Services. Cause for such termination shall include:

(a) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Services;

(b) a request by you to cancel or terminate your account;

(c) a request and/or order from law enforcement, a judicial body, or other government agency;

(d) where provision of the Service to you is or may become unlawful;

(e) unexpected technical or security issues or problems;

(f) your participation in fraudulent or illegal activities; or

(g) failure to pay any fees owed by you in relation to the Services

11.3 In case of non-material breach as decided by us, Imou will give you 30 days’ notice before the planned termination and only if you have not cured the breach within such 30-day period, we will terminate or suspend the provision of Services to you. Any such termination or suspension shall be made by Imou in its sole discretion and Imou will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Services.

12. Governing Law

The formation, enforcement, interpretation, amendment, supplementation, termination, execution and dispute resolution of the Agreement shall be governed by the laws of the People's Republic of China. Any party of the Agreement can litigate the dispute arising of or related to this Agreement at Binjiang District People's Court of Hangzhou Municipality, which is in the same district that Imou is located in. If any provision of this Agreement is held by a court to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated and the remaining provisions of this Agreement will continue in full force and effect.

13. Miscellaneous

13.1 Interpretation Right. The final right to interpret the terms of this Agreement shall be vested in Imou.

13.2 Severability. If any provision of this Agreement is invalid or unenforceable in whole or in part for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions shall remain valid and enforceable.

13.3 Assignment. Imou may assign this Agreement (or any rights or duties under it) at any time by providing you a relevant notice. You may not assign this Agreement or any rights or duties under it without the express written consent of Imou.

13.4 Survival. If any provision of this Agreement shall survive the termination of its term by its nature or otherwise, such provision shall be deemed to survive the termination of this Agreement, including but not limited to warranties, confidentiality clauses, intellectual property clauses, and governing law and dispute resolution clauses.

13.5 Third-parties content. Certain content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or content. Because Imou may have no control over such third party sites and/or materials, you acknowledge and agree that Dahua is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that Dahua shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

13.6 No agency relationship. No joint venture, partnership, employment, or agency relationship exists between Developer and Imou as a result of this Agreement or from Developer’s use of any of the Services.

13.7 Electronic Communications. When you access or use the Services or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Services or Imou website.

13.8 Export Control. Use of our Services, including transferring, posting, or uploading data, software or other content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, our Services or part of them, may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using our Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Services for any purposes prohibited by any applicable law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload to any data or software that is: (a) subject to International Traffic in Arms Regulations; or (b) that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software and source code, without first obtaining that authorization. This assurance and commitment shall survive termination of this Agreement.

13.9 Please contact Customer Service at support.easy4ip@dahuatech.com if you have any inquiries.