Welcome to ThunderChain Open Platform (website: [open.onethingcloud.com]) and use the LinkToken exchange function provided by Shenzhen OneThing Technology Co., Ltd. (hereinafter referred to as "OneThing"). Before completing the registration process, you must carefully read and understand the contents and terms of the LinkToken Exchange Business Cooperation Agreement (hereinafter referred to as "the Agreement"), in particular, the clauses that may limit your rights or add your obligations and choose to accept or refuse the Agreement after confirming full understanding of the entire contents and terms. Once you click the "Agree with Terms and Register" or begin to use the service of ThunderChain Open Platform in any other way, it means that you have read and agreed the Agreement and all contents and terms of service published from time to time by OneThing.
As for the Agreement, please note that you should particularly pay special attention to the restrictions, Disclaimer, the terms about the determination and handling of OneThing on your violation of rules and breach of contract, the terms about dispute resolution, etc. Please read the entire contents hereof carefully before accepting the Agreement. Please consult with the Customer Service of the official website of the ThunderChain Open Platform in case that you have any questions about the terms hereof, and we will explain the terms to you. In case that you do not agree with any content hereof, or you cannot understand the interpretation made by ThunderChain Open Platform on the terms hereof accurately, please do not continue until you know and understanding all contents and terms hereof.
1. Definitions
Unless otherwise specified, the following terms herein shall have the following meaning:
1.1 Party A: Shenzhen OneThing Technology Co., Ltd.
1.2 Party B (Partners and collaborators) : the natural persons or legal persons accepting and agreeing the terms of LinkToken Exchange Business Cooperation Agreement, namely, providing the users with products (services) by using the LinkToken exchange function.
1.3 Users: the users who use the LinkToken exchange services provided by Party A under the Agreement in exchange for the products or services provided by Party B.
1.4 LinkToken: a workload proof generated with blockchain technology under the OneThing Cloud sharing computing ecosystem. The generation of LinkToken is closely related to the economic applications of OneThing Cloud intelligent hardware and shared CDN. The users may obtain the LinkToken by sharing the network bandwidth, memory space and other resources through OneThing Cloud intelligent hardware. The LinkToken can only be exchanged with the partners who have signed the contract with Party A in accordance with the exchange rules. No LinkToken can be used among different users for transaction settlement and payment.
1.5 LinkToken exchange: it refers to the way in which Party B releases products (services) and the users exchange the LinkToken for the products (services) with the partners who have signed the contract with Party A. For the avoidance of doubt, the LinkToken shall not be exchanged for Renminbi (CNY) in any way. Party A is only responsible for the formality examination of whether the products (services) provided by Party B are prohibited by law for exchange and whether they conform to the exchange rules stipulated herein, and Party A does not promise or guarantee the quality and function of the products (services).
1.6 LinkToken Pocket: the multiple functional application developed and operated by Party A, which could provide services such as to extract, store, consume the LinkToken and carry out the LinkToken exchange to Users and Party B.
1.7 Relevant departments and units: the administrative bodies, judiciary authorities, other departments and units authorized to carry out administrative management within the territory of the People's Republic of China, including the People's Bank of China, commercial banks, China Unionpay, the legal person shareholders of Party A.
1.8 Relevant provisions: the laws, regulations, rules, provisions, policies currently in force in the People's Republic of China, other provisions promulgated by relevant departments and units, Party A's provisions applicable to the users, Party B or other related bodies, and the amendments and supplements to such laws and regulations or provisions made from time to time.
1.9 Loss of Party A: all direct and indirect losses suffered by Party A, including but not limited to the direct loss and expected profit loss suffered by Party A, and the expense of travel, assessment, notarization, audition, authentication, lawyers and lawsuit incurred by Party A to compensate the loss.
1.10 Date: refers to the calendar year, calendar month and calendar day, unless otherwise specified herein.
2. Cooperation
Both parties agree that Party A shall provide Party B with function connecting service for LinkToken exchange under the Agreement, and Party A shall ensure the functional safety of LinkToken exchange, including:
2.1 LinkToken exchange by scanning QR code: Party B generates a QR code for exchange based on the application scenario and in accordance with the QR code generation protocol for LinkToken exchange, and the users complete the exchange with the "Scan QR Code" function in the LinkToken Pocket application.
2.2 LinkToken exchange through Application: also known as the exchange on mobile terminal, namely, the users complete the exchange by activating the LinkToken exchange system module in the mobile application of Party B.
2.3 Party B agrees that it shall use the LinkToken exchange function and corresponding LinkToken Pocket account address provided by Party A only in the business or application submitted to Party A for review.
3. Duties, rights and obligations of both parties
3.1 Rights and obligations of Party A
3.1.1 Provide the technical interface information to Party B (including but not limited to contact information, identity information, enterprise information, product profiles etc.).
3.1.2 Provide the client software for service access and free upgrade services, and deal with the relevant errors in the exchange business in Party A's exchange platform system. If the LinkToken transfer/exchange recorded by Party B is inconsistent with those recorded by Party A, Party A's records shall prevail.
3.1.3 Provide Party B with support services, which is only limited to accepting and handling the consultation, complaints, disputes (excluding the disputes on contract, products (services) quality, performance and after-sales service between Party B and the users) and abnormal circumstance related to the operation of Party A's exchange platform system and LinkToken consumption. Party B shall follow and execute the decisions given by Party A.
3.1.4 Party A is entitled to review Party B's subject qualification, credit standing and business status in various forms from time to time. Party B shall provide relevant information, written statement and other relevant materials as required by Party A to cooperate with the investigation carried out by Party A. If Party B fails to cooperate, Party A is entitled to terminate the cooperation at any time and bear no responsibility for breach of contract.
3.1.5 The service provided to Party B can be suspended due to system upgrade and the service can also be improved based on the practical situation. At the same time, in order to ensure the safety of Party A's LinkToken exchange business, Party A may take electronic technical measures for Party B's exchange records, such as monitoring, tracking the suspicious records, terminating the exchange cooperation and frozen account, etc.
3.1.6 Party A is entitled to regularly or irregularly review Party B's scenarios, under which LinkToken exchange is applied. If Party B uses LinkToken exchange in activities that violate the provisions of the Agreement, relevant rules, or national laws, regulations, policies and decrees, Party A is entitled to suspend or terminate part or all of the LinkToken exchange services and freeze the accounts. Party B shall bear all liability for losses thus incurred to Party A or other third parties.
3.1.7 Party A is entitled to review, enable, shutdown and adjust all or partial functions of the LinkToken exchange interface based on its own needs and the results of review on Party B's qualifications, business status and function application.
3.2 Rights and obligations of Party B
3.2.1 Party B guarantees that the qualification documents provided by Party B, the information and materials provided in the process of signing and performing the Agreement are true, accurate, complete and effective; if there is any change, Party B shall notify Party A in writing the day after such changes occur, and deliver the change documents and materials to Party A at the same time.
3.2.2 When signing the Agreement (if Party A specifies another submission deadline, Party B shall submit before the deadline specified), Party B shall submit to Party A the copies of relevant qualification documents signed and sealed by Party B (including but not limited to the necessary operational qualification for business required by the country or region where Party B's corporation is seated, the legal representative's identity card, other valid qualifications and identity documents to be provided by Party B on Party A's request). If Party B carries out online operation business on its own website, it must also provide Party A with the corresponding telecom business operation qualification (if any).
3.2.3 Responsible for system maintenance and security on its terminal and take comprehensive and effective monitoring measures to deliver information to /receive information from Party A timely, accurately and truly.
3.2.4 Perform relevant purchase/sale agreements or service agreements formed with users, distribute products and services in a timely manner, and strictly comply with relevant laws and regulations; avoid engaging in gambling, pornography, cashing, money laundering, fraud and other activities violating relevant provisions; if Party B has abnormal exchange records or other illegal operations violating relevant provisions, Party A has the right to suspend or terminate the services, and all responsibilities thus incurred shall be borne by Party B.
3.2.5 Party B shall not transfer or entrust its right or obligation under the Agreement to a third party.
3.2.6 The LinkToken exchange function and the LinkToken Pocket account address provided by Party A shall solely be used in Party B's business agreed herein. Party B shall not use the LinkToken exchange function and the LinkToken Pocket account address for Party B's other business, or transfer the LinkToken to Party A's other partners for LinkToken exchange function, including but not limited to the enterprise controlling Party B or controlled by Party B, the enterprise under the control of same entity with Party B, or the other enterprise or entity having the LinkToken exchange service. Otherwise, Party A is entitled to take measure to punish Party B according to class-1 breach of contract (see Article 9 herein for details).
3.2.7 Properly handle and settle the disputes with users. Party A shall only provide the exchange services among Party B and the users. Party B shall be solely responsible for the disputes over contracts, products (services) quality, performance and after-sales service among the users and Party B, and shall bear all responsibilities arising out of Party B's business activities, which Party A is not liable. If the losses are thus incurred to Party A, Party B shall compensate fully.
3.2.8 Accept the users' requests to exchange products (services) via Party A's exchange service instead of refusing such requests with excuses or without reasons. Party B shall not collect the technical service charges related to exchange records from the users in any way for their use of Party A's exchange service.
3.2.9 The service provided by Party A shall be used in strict accordance with the Party A's operating instructions and relevant requirements; Party B shall not intercept the technical information in the LinkToken Pocket by any means, or submit orders on behalf of the users; without the written consent of Party A, Party B shall not provide the third party with exchange services via the exchange interface provided by Party A. If Party B violates any of the above rules, Party B shall be liable for Party A's losses and all other responsibilities thus incurred. When using LinkToken exchange service, it means that Party B agrees Party A to collect, record and use relevant information and data generated during Party B's use of LinkToken exchange service, including but not limited to Party B's identity information, account information and exchange records. Party A has the right to submit the aforementioned information to the state organs and financial institutions for identity authentication and appraisal. At the same time, in order to provide better services, Party A and its affiliated companies are entitled to collect, record and use the aforementioned information and data as permitted by laws.
3.2.10 Without Party A's written consent, Party B shall not lead the users to use application or service violating laws and regulations by displaying, linking or embedding the process in the application providing the LinkToken exchange service or by any other way. Otherwise, Party A will make measure to punish Party B according to class-1 breach of contract.
4. Use of logo
4.1 Party B shall publicize and descript Party A's exchange service on its website, and embed the graphic link provided by Party A on the pages of publicity or description.
4.2 Party B shall use the logo in accordance with the pattern, color, size and other relevant regulations specified by Party A. Otherwise, Party A has the right to ask Party B to modify or delete the logo within the time specified by Party A. If Party B refuses to delete or modify such logo, Party A has the right to terminate the cooperation and require Party B to bear the responsibility for breach of contract.
4.3 Party B shall not authorize or permit any third party to use the logo provided by Party A. When using the logo, Party B shall not violate the Agreement and relevant provisions, or infringe the rights and interests of Party A, the owner of the logo and other third parties.
4.4 Party B shall cease using the logo provided by Party A upon termination of the Agreement (for whatever reason), and delete the logo provided by Party A and the publicity or description related to Party A on its website within [2] working days from the date of termination.
4.5 Without prior written consent of Party A, Party B shall not use any other logo or trademark of Party A, except those provided by Party A in the appendix.
5. Confidentiality
Either party is obliged to keep all forms of the information or materials about the other party known during negotiation, signing or performance of the Agreement confidential. Party B shall return all information, materials and their copies to Party A upon Party A's request or termination of the Agreement or destroy them as required by Party A. Party B's obligation of confidentiality under the Agreement is permanent.
6. Intellectual Property Right
Party A is the owner of all intellectual properties related to the service provided by Party A during the performance of the Agreement, including but not limited to the copyright of services products and software provided by Party A. Without written permission of Party A, Party B shall not transfer, sell, copy or permit a third party to use such intellectual properties by any means, or obtain benefits for itself, the users or any third party through such intellectual properties, unless otherwise agreed in the Agreement.
7. Notice and Delivery
7.1 Either party of the Agreement shall deliver notices or written communications (including but not limited to all offers, written documents and notices under the Agreement) by to the other party by e-mail, express delivery or facsimile. The date of delivery of such documents shall be confirmed in the following ways: if delivered by e-mail, it is the same date of delivery to the other party's e-mail address; if delivered by express delivery, it is the first working day after delivery; if delivered by fax, it is the first working day after delivery.
7.2 The contact information of both parties is listed below. If either party changes its contact information, it shall notify the other party not less than seven days prior to the change, otherwise, the notices or communications sent by the other party based on the original contact information shall still be deemed to have been delivered.E-mail address of Party A: open@onethingcloud.com;
The contact information of Party B includes the mobile phone number and e-mail address provided by Party B when registered for the service, for which the records in Party A's database shall apply.
8. Special Agreements
Both parties reach the following special agreements if the service of Party A is terminated, suspended or altered due to the reasons below, Party A is entitled to terminate the contract unilaterally and Party A shall not be liable for breach of contract caused by force majeure:
8.1 The force majeure includes but not limited to earthquake, typhoon, flood, fire, war, conducts of government or public institution, fluctuations in policy, or other events.
8.2 The accidents such as theft and destruction suffered by Party A's exchange platform system and exchange tools, modification on relevant policies, regulations and their applications, and changes in the requirements of relevant departments and units.
9. Breach of Contract
Party B shall manage strictly its distributors, and it shall be responsible for all acts of the distributors. If Party B or its distributors are determined to have breach of contract, Party B will be deemed as fundamental breach of the master agreement, in such a case, Party A is entitled to terminate all agreements signed between both parties immediately (the Agreement shall be immediately terminated after Party A's notice is delivered to Party B's e-mail address) and take the corresponding measures.
For details, please see LinkToken Exchange Business- The Examining Standard（http:// ）LinkToken Exchange Business- Processing Standard for Breach of Contract（http:// ）.
10. Fees
10.1 Technical service fees: the fees paid by Party B to Party A for using the LinkToken exchange function.
10.2 Exchange service charges: the LinkToken that must be consumed by the users for using the LinkToken exchange function each time, which is 0.01 LinkToken per exchange.
11. Termination of the Agreement
Unless otherwise stipulated in the Agreement, Party A is entitled to terminate the Agreement immediately and does not bear any liability, in case of one of the following circumstances. Party B shall compensate Party A for all losses thus incurred:
11.1 Party B's operation violates relevant provisions, policies and regulations;
11.2 Party B damages Party A's reputation disseminates the views against Party A, or commits dishonest or deceptive conduct against Party A.
11.3 Relevant departments and units request Party A to suspend the service provided to Party B, or notify Party A of the high risk in the service provided to Party B;
11.4 Party B has no exchange record for continual 6 months after having access to Party A's exchange service.
11.5 Party B violates the Agreement in other ways not specified in Article 10 of the Agreement and fails to make correction within 10 days after receiving Party A's notice; or Party B accumulate such violations for more than 2 times.
11.6 Party A and Party B specially agree that Party A has right to, based on the practical business cooperation, unilaterally terminate the Cooperation Agreement upon written notice without being deemed in breach of contract. In such case, the Agreement shall be terminated from the fifteen natural days after the written notice is delivered to Party B.
12. Dispute Resolution
12.1 Where any dispute arises between the two parties during the performance of the Agreement, it shall be settled through negotiation. Where no settlement is reached, both parties shall submit the disputes to the People's Court of Nanshan District, Shenzhen.
12.2 In case of any dispute or litigation, except the issues in dispute, both parties are still entitled to have other rights and shall perform other obligations under the Agreement.
13. Entire Agreement
13.1 The Agreement and its appendixes constitute the entire agreement between both parties in respect of the subject matter; even if the parties had contracts, negotiations, commitments or statements before the Agreement takes effect, and they are in apparent conflict with or inconsistent with the provisions of the Agreement, the provisions of the Agreement shall prevail.
13.2 If the provisions of the Agreement conflict with relevant regulations, the regulations shall prevail, and other clauses unaffected shall remain in force.
14. Miscellaneous
14.1 Party B is only a cooperative merchant of Party A and not Party A's entrusted agent. Party B shall not act in the name of Party A or Party A's agent, or act on behalf of Party A.
14.2 Party B promises and guarantees that its employees will strictly comply with the Agreement, and the actions of its employees will be deemed as the actions of Party B, for which Party B shall bear all responsibilities arising therefrom.
14.3 The Agreement shall be governed and interpreted according to the laws of the People's Republic of China. For the purposes of the Agreement, the laws of the People's Republic of China do not include the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. Party B shall also comply with the relevant laws, regulations or governmental requirement of the country or region in which the business is carried out.
14.4 The clauses of the Agreement reflect the real intentions of both parties upon full consultation. During the performance of the Agreement, if there is any matter not covered herein, or the existing Agreement needs to be supplemented or altered due to business development, either party may make proposals and plans for supplement or alteration. After consultation and agreement reached between both parties, such supplement or alteration shall be in writing, and signed and sealed by both parties as an effective supplement to the Agreement. If the Supplementary Agreement conflicts with the Agreement, the Supplementary Agreement shall prevail.
14.5 If the changes in relevant provisions involve the cooperation between both parties, Party B is obliged to cooperate with Party A to make such changes and sign a Supplementary Agreement.
14.6 If either party fails or delays to exercise the right under the Agreement, it shall not constitute a waiver of such right by the party. If either party has exercised the right or partly exercised the right, it shall not prevent the party from exercising such right in the future.