OVERVIEW

Please read these Terms of Use fully and carefully before using www.yunpian.com and the API's services and applications offered from time to time by YunPian Technology Limited ("YunPian"). These Terms of use set forth the legally binding terms and conditions for your use of the Services. If you are accepting these terms of behalf of a company, you represent and warrant that you have the authority to do so. When appropriate YunPian and You are hereinafter referred to individually as "Party" or collectively as the "Parties". YunPian operates a Cloud Communication Platform and intends to provide cloud communication services to Client. Client intends to purchase such services from YunPian. Therefore, the Parties have mutually agreed as follows:

I.DEFINITIONS

"Platform" shall mean the cloud communication platform created, maintained and run by YunPian "Services" shall mean the cloud communication services provided by YunPian to you, via the Platform "API" shall mean a set of functions and tools made available by YunPian to you, which allows you to access to the Platform "Mobile Network" shall mean a digital cellular network connected to the Platform

II.PROVISION OF SERVICES

II.1 Subject to the terms and conditions of these Terms of Use, YunPian agrees to provide you with the cloud communication

services defined on www.yunpian.com

III.PAYMENT, PRICE AND REFUND POLICY

III.1 The price for the Services is set forth on the web page www.yunpian.com. YunPian is authorized to change the price,

by providing you with advance notice by email.

III.2 All fees between both Parties shall be paid and settled in CNY.

III.3 You shall pay YunPian the applicable price for all successful API requests you submitted to the Platform, regardless

of the delivery status of the Services. Successful API requests cannot be refunded.

III.4 YunPian will send invoices and price change notifications to you by email. The You are regarded to have received the

invoices and the price change notifications on the same say.

III.5 The price for the Services is exclusive of any taxes and transaction fees, including but not limited to the value added

taxes, withholding taxes, bank transfer charges, etc.

III.6. You agree to pay YunPian in advance for the Services. YunPian will not be obliged to perform any Services under these

Terms of Use, if the Client has not provided payments in accordance with these Terms of Use.

III.7 YunPian guarantees a return of all remaining balance on the Client’s accounts within 30 business days upon the termination

of these Terms of Use, to a bank account or PayPal account indicated by the Client.

IV.OBLIGATIONS AND LIABILITIES

IV.1 You must comply with the technical specifications provided by YunPian, and acknowledges that these can be adjusted

by YunPian from time to time.

IV.2 You are responsible, at your own expense, for providing the suitable hardware, software and infrastructure to ensure

its access to the Platform.

IV.3 You are responsible for maintaining the security and confidentiality of your account credentials and will inform

YunPian immediately if it has reason to believe that the Service is used in any unauthorized way.

IV.5. YunPian shall provide you Services that meet reasonable commercial standards.

IV.6 YunPian cannot guarantee that the Platform will be continuously available without any downtime, that the Services

will never be faulty, or that all the Mobile Networks will be reachable at all times. However it will do its best effort to correct reported issues and to continuously improve the quality of its Services.

IV.7 YunPian does not examine, does not have any control over, and is not liable in any way for the contents and information

which pass through the use of the Services. You shall be solely responsible for such contents and information. You warrant that, (i) it will not infringe or violate the intellectual property rights of any third party; (ii) it will not violate any law or regulation; (iii) it will not use any Services other than as expressly authorized in these terms of use.

IV.8 Both Parties shall fulfill its respective obligations under these terms of use. In the event one Party suffers from

any loss caused by the other Party’s failure to fulfill the obligations, without limiting the right for a Party to seek to have the defaulting Party compensate the observant Party for the corresponding loss, the observant Party is entitled to terminate the partnership immediately.

IV.9 Both Parties agree that any loss under these terms of use is limited to the direct loss with clear evidence provided.

Neither party shall, in any circumstances, be held responsible for any indirect or accidental losses incurred from the other party's fulfillment of these terms of use. Notwithstanding any provision of these terms of use to the contrary, each party’s total liabilities for any breach of or compensation for these terms of use shall not exceed the total amount of the fees you paid to YunPian during 15 calendar days before the date of claim, or 5000 euro, whichever is lower.

V.TERM AND TERMINATION

V.1 These Terms of Use shall remain in full force and effect at all times relevant to your use of the Services.

V.2 You may terminate your use of the Services or your account at any time for any reason, by contacting us at support@YunPian.com.

V.3 YunPian may suspend your right to use any or all Services or terminate these Terms of Use, in our discretion at any

time by providing you with thirty (30) days’ advance notice.

V.4 YunPian may suspend your right to use any or all Services or terminate these Terms of Use at any time without advance

notice, if you are in breach of these Terms of Use and have failed to cure such breach within ten (10) days.

VI.CONFIDENTIALITY

VI.1 Confidential information under these Terms of Use refers to the business secrets (including financial secrets),

technological secrets, operating know-how, or other unpublished information and documentation that are obtained or learned by the receiving Party (hereinafter referred to as the "Information Receiver") from the owning Party (hereinafter referred to as the "Information Discloser") or are mutually created by and become inseparable between both parties during the fulfillment of these Terms of Use, no matter whether the Information Discloser disclaims the confidentiality of such information orally, visually, or in writing when disclosing the information.

VI.2 The information confidentiality obligations under these Terms of Use will survive 1 year after the termination of

these Terms of Use.

VII.FORCE MAJEURE

VII.1 For the purpose of these Terms of Use, an “Event of Force Majeure” means any circumstance not within the reasonable

control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under these Terms of Use, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under these Terms of Use and to mitigate the consequences thereof.

VII.2 If either Party is delayed or prevented from fulfilling these Terms of Use due to some Events of Force Majeure, the

Party shall not be deemed to breach these Terms of Use and shall be excused from responsibilities of such delay or failure in fulfillment.

VII.3 The Party affected by the Events of Force Majeure shall give a written notice to the other Party within 30 days

after the event, and provide the appropriate proofs issued by the competent authority. Otherwise, the other party has the right not to recognize this event as a valid force majeure event.

VIII.INTELLECTUAL PROPERTY RIGHTS

VIII.1 Intellectual property rights in all software, information, technology or data whatsoever supplied by either Party

under these Terms of Use shall remain the property of that Party or its licensors.

IX.GOVERNING LAWS

IX.1 Both Parties agree that the Agreement shall be governed by and construed in accordance with the laws of China, and

that each Party shall sumbit to the jurisdiction of the courts in Xihu District, Hangzhou City.

X.GENERAL TERMS AND CONDITIONS

X.1 Except for the written consent of each of the Parties, none of the Parties thereto is entitled to transfer the rights

and obligations arising from these Terms of Use or a portion thereof to a third party.

X.2 These Terms of Use and all kind of written and oral communications between the Parties relating to these Terms of

Use shall be written, explained and stated in English or Chinese. If the written or oral information is exchanged in two (or more than two) kinds of languages, Chinese shall be prevailing.

X.3 Any amendments to these Terms of Use shall be in writing and shall have no effect before signed by the duly authorized

representatives of both Parties.

X.4 Parties shall discuss the provisions which are invalid or have become legally unenforceable in order to make an arrangement

that replaces them, on the understanding that the purport of these Terms of Use shall continue to be kept in its entirety.