This Customer Evaluation License and Online Services Agreement (“Agreement”) is made by and between the customer (“Customer”) and the DASSAULT SYSTEMES group legal entity (“3DS” or “DS”), as both are identified in the Transaction Document. The 3DS group legal entity executing this Agreement with Customer is determined by the location of Customer’s principal place of business or, if Customer is an individual, Customer’s principal residence. The following sets forth the identity of this entity and the governing law and the jurisdiction for any disputes arising out of or related to this Agreement:

Customer’s Principal Residence or Place of Business: People's Republic of China (for purposes of this Agreement, excluding Hong Kong, Taiwan and Macau)

3DS Contracting Entity/Licensor: Dassault Systèmes SE, a French "société européenne"

Governing Law; Jurisdiction: See Country Specific Terms for the People’s Republic of China (for purposes of this Agreement, excluding Hong Kong, Taiwan and Macau)

Customer’s Principal Residence or Place of Business: All Other Locations

3DS Contracting Entity/Licensor: Dassault Systèmes SolidWorks Corporation, a Delaware corporation

Governing Law; Jurisdiction: Commonwealth of Massachusetts (USA); see Section 10.11.

This Agreement is accepted by Customer’s execution or other acceptance of the Transaction Document (including acceptance by clicking).  The parties agree as follows:

1.       Definitions
 

Agreement means these terms, the Transaction Document and the terms contained in the 3DS Website Terms referenced herein.

Applicable Data Protection Legislation means any applicable data privacy law and all other regulations that may apply to the Processing of Personal Data provided by Customer.

Controller, Data Subject, Personal Data, Process/Processing, and Processor when used in the appropriate context, shall have the same meaning as in the Applicable Data Protection Legislation. If the preceding terms are not defined in the Applicable Data Protection Legislation, then such terms as used in this Agreement shall have the same meaning as their analogous terms under the Applicable Data Protection Legislation.  In the event there are no such analogous terms then the definitions of those terms under Regulation (EU) 2016/679 (General Data Protection Regulation) shall apply.

Controlled Data means any information (i) required for the development, production, assembly, operation, repair, test maintenance, or modification of an item, in any tangible or intangible form (including but not limited to written or oral communications, designs, computer-aided design files, plans, models, photographs, instructions, engineering design and specifications) falling in any category of the list of controlled items of any applicable export regulation; or (ii) subject to cybersecurity regulatory requirements on information technology systems used for its storage or transfer.

Customer Data means the data provided by Customer or collected by 3DS, through Customer’s use of the Online Services, including any Personal Data.

Data Processing Exhibit means the terms published in the 3DS Website Terms applicable to the Processing of Personal Data by 3DS when 3DS is acting as Processor on behalf of Customer.

Documentation means the current user documentation in any form or media as delivered together with the 3DS Offering for use in connection with the 3DS Offering.

3DS Group Company (or DS Group Company) means Dassault Systèmes, a French “société européenne” or any entity in which Dassault Systèmes, directly or indirectly, (i) owns more than 50% of the outstanding equity or ownership interest, or (ii) has the power to designate the managing authority.

3DS Offering (or DS Offering) means one or more Licensed Programs and/or Online Services and/or Packaged Offerings.

3DS Website Terms means the relevant OST, Support Services details, product portfolio, Data Processing Exhibit and SLA located at the website available at www.3ds.com/terms.

Effective Date means (i) for a Licensed Program, the later of the following: (x) the date on which such Licensed Program is shipped or made available electronically to Customer or, if applicable, (y) the date on which Customer is informed by 3DS that the associated license key can be requested or is available, or (ii) for Online Services, the date of delivery of the Online Services as described in Section 3.

Export Control Regulations means all applicable export control laws and regulations, and sanctions programs worldwide, including but not limited to the United States Export Administration Regulations (EAR) and the Office of Foreign Assets Control (OFAC) Specially Designated Nationals sanctions, and the European Union Council Regulation (EC) No 2021/821.

Licensed Program means (i) any data processing program and content, including databases and digital models for which a license is provided to Customer pursuant to a Transaction Document and  (ii) associated Documentation.

Machine means a device on which a 3DS Offering is executed and which is either (1) (i) (a) belonging to Customer or under its sole control or supervision and (b) located on Customer’s premises or according to Teleworking conditions, or (ii) authorized by Customer according to its own information technology charter or equivalent whereby third party devices (such as Users own devices) are specifically authorized, or (2) operated by a third party service provider as specifically authorized in the Agreement solely for and on behalf of Customer.

Named User means a User identified with a unique username and password to use the 3DS Offering.

Online Services means online access to, and use of, Licensed Program and/or other related services, as may be updated by 3DS from time to time and ordered by Customer pursuant to a Transaction Document.  Online Services may also include certain Licensed Program for which on-premises installation may be required.

Packaged Offering means a 3DS Offering composed of multiple Licensed Programs and/or Online Services as defined in the product portfolio available at 3DS Website Terms, and ordered by Customer pursuant to a Transaction Document, provided that each Licensed Program or Online Service comprising a Packaged Offering shall be governed by all of the terms and conditions of this Agreement applicable to it respectively.

Sub-Processor means any Processor appointed by 3DS or by any other Sub-Processor of 3DS that receives, from 3DS or from any other Sub-Processor of 3DS, Personal Data for the Processing activities to be carried out on behalf of Customer in accordance with the terms of this Agreement and the terms of a written subcontract if applicable.

Transaction Document means the form provided by 3DS (which may be online) referencing this Agreement, signed or otherwise accepted by Customer and accepted by 3DS which identifies the 3DS Offering ordered by Customer and includes other information such as the quantities thereof, fees payable (unless ordered through a Distributor), duration, geographical scope and the 3DS Group Company serving as the licensor or service provider and Customer information.

User means any (a) Customer’s employee, or (b) employee of Customer’s consultant(s) or subcontractor(s) (i) who accesses a 3DS Offering, (ii) who works for the exclusive internal needs of Customer and (iii) whose usual workplace is located within Customer’s premises. Subject to the terms and conditions of this Agreement, including without limitation, export-related obligations, Customer’s employee may also work according to Teleworking conditions.

Whenever required by the context hereof, the terms herein apply equally to the singular and plural forms of the terms and expressions defined.

2.       License and Use Rights
 

2.1.          Grant.  3DS grants Customer, from the Effective Date, a temporary, free of charge, non-exclusive and non-transferable right to access and use the 3DS Offering identified in the Transaction Document, for the duration identified in the Transaction Document and solely for the purpose of evaluating such 3DS Offering and specifically excluding any production or commercial purpose.  Customer may (i) make and install the necessary number of copies of the applicable Licensed Program for which on-premises installation is required, and (ii) make one copy for back-up purposes of each Licensed Program for which on premise installation is required.
 

The Licensed Programs may (i) be used only in the country where  the license has been ordered by Customer, (ii) be executed only on, or accessed by, Machines, and (iii) if applicable, be only for the maximum number of Users, Named Users or maximum use authorized through tokens, as described in the Transaction Document.

The Online Services may be used only for the maximum number of Named Users, as described in the Transaction Document.  This Agreement shall not contain, nor shall be supplemented by any service level agreement.

2.2.          Scope.  Customer agrees to operate each 3DS Offering in accordance with (i) the terms and provisions of this Agreement and the Documentation for such 3DS Offering, and (ii) any specific third party terms published at 3DS Website Terms that apply to such 3DS Offering.  Customer agrees to ensure that its authorized Users comply with such terms and provisions.
 

Other than as expressly set forth herein, Customer acknowledges and agrees that 3DS shall have no obligation to provide any other services, support or maintenance for the 3DS Offering under this Agreement.  No rights, including, without limitation, any right to use, reproduce or display, other than those specifically provided in this Agreement are granted to Customer.  Except to the extent permitted by applicable law, Customer shall not modify, adapt, reverse engineer, decompile, disassemble or otherwise translate all or part of any 3DS Offering, and shall not provide, disclose or transmit any results of tests or benchmarks related to any 3DS Offering to any third party.

3.       Delivery
 

3DS Offerings will be delivered or made available to Customer electronically.  Electronic delivery will be made by providing Customer with the necessary information to access the Online Services and/or download the Licensed Program.  Customer is responsible for accessing 3DS’s website and downloading the Licensed Program.

4.       Intellectual Property
 

3DS and/or its suppliers retain ownership in all intellectual property rights in all 3DS Offerings and all modifications, or other derivative works thereof.  Licensed Programs are licensed, not sold.  Customer shall preserve and reproduce all copyright, patent and trademark notices which appear in any 3DS Offering or any copy thereof.  Customer shall keep full, true and accurate records of all copies of the Licensed Programs, which records shall be available for audit by 3DS.  Customer recognizes that the methodologies and techniques contained in or expressed within the 3DS Offerings are proprietary information or trade secrets of 3DS and/or its suppliers, whether or not marked as “confidential”.  Customer shall treat  such as confidential information and not disclose them.

5.       Warranty, Limitation of Liability, Risk of Use and Indemnity
 

THE 3DS OFFERINGS ARE MADE AVAILABLE ON AN "AS IS" BASIS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

3DS AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY 3DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT 3DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CUSTOMER'S USE OF 3DS OFFERINGS SHALL BE AT CUSTOMER'S SOLE RISK.  CUSTOMER SHALL INDEMNIFY AND HOLD 3DS AND ITS LICENSORS HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS AGREEMENT OR CUSTOMER’S USE OF 3DS OFFERINGS UNDER THIS AGREEMENT.

6.       Term and Termination
 

6.1.          Term. This Agreement remains in effect for the term specified in the Transaction Document, unless terminated earlier by either party hereto, with or without grounds, upon written notice to the other party.
6.2.          Effect of Expiration or Termination. Upon expiration or termination of this Agreement, or of any licenses granted or any Online Services provided hereunder, Customer shall immediately destroy or return all copies of the terminated or expired Licensed Programs and associated Documentation in their entirety and shall no longer have access to the Online Services.
 

7.       Additional Terms for Online Services
 

7.1.          Customer Data.  All Customer Data will remain the sole property of Customer or the authorized Users that posted such Customer Data.  Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and obtaining copyright permissions for all Customer Data.  Subject to the terms and conditions of this Agreement, Customer grants to 3DS a non-exclusive license to use, copy, store and transmit Customer Data and have Customer Data used, copied, stored and transmitted by 3DS’s Group Companies and 3DS’s subcontractors, to the extent reasonably necessary to provide, maintain and improve the Online Services.    Customer shall defend the 3DS Group Companies against all third party claims arising from or relating to (i) Customer’s use of the Online Services in violation of applicable laws or regulations, and/or (ii) any violation, infringement or misappropriation of the rights of a third party resulting from the Customer Data, and shall pay all costs, damages and expenses (including reasonable legal fees) finally awarded against 3DS by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Customer arising out of such claim, provided (i) 3DS provides Customer with prompt written notice of the claim, and (ii) 3DS gives Customer sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim.
 

Customer undertakes to abstain from, and shall ensure that all Users abstain from, processing, storing or uploading on its data sharing environment any confidential information or confidential data.

3DS may destroy Customer Data without notice upon expiration or termination of this Agreement.

8.       Export
 

8.1.          Export Regulations.  3DS Offerings, Support Services and related Documentation are subject to Export Control Regulations concerning (i) their export, import, re-export and in-country transfer, (ii) their intended end use by Customer, and (iii) the receipt, use, storage and/or export of Controlled Data. In the event of any conflict between Export Control Regulations, for purposes of the Agreement, the most restrictive law shall prevail.
 

8.2.          Licenses/Authorizations.  3DS, any 3DS Group Company and their licensors shall not be liable if authorizations, licenses and approvals, required for export to Customer under Export Control Regulations, are not sought or obtained.
 

8.3.          Customer Responsibilities.  Customer shall comply with all applicable Export Control Regulations, and shall not export or re-export, directly or indirectly, any 3DS Offering or related Documentation if such export or re-export requires an export license or other governmental approval pursuant to Export Control Regulations without first obtaining such license or approval.  Customer shall not use any 3DS Offering and Documentation in violation of Export Control Regulations, including but not limited to proliferation of any nuclear, chemical or biological weapons or missile delivery systems.  Customer shall not divert any 3DS Offering or Documentation to any country, company or individual if prohibited by Export Control Regulations.  For that purpose, 3DS shall be entitled at any time to require Customer to: (i) sign a binding end-use form confirming Customer’s compliance with Export Control Regulations (in particular as regards the compliant use and absence of diversion of 3DS Offerings), and (ii) provide evidence to authenticate the use of 3DS Offerings in compliance with Export Control Regulations.
 

8.4.          Online Services.  Customer recognizes that Customer’s data may be transferred to, or stored in any country.  In the event of export, Customer shall be deemed the exporter of Controlled Data and shall be responsible for compliance with all Export Control Regulations applicable to its data.  Customer shall ensure that all users under the Agreement abstain from processing, storing or uploading any Controlled Data on its data sharing environment.  The restriction in the foregoing sentence shall not apply to information where the authorization is required solely for export to countries subject to trade sanctions.
 

8.5.          Applicability.  The export, re-export, and in-country transfer of information under the Agreement, with respect to the provision of Support Services and all other activities, is subject to compliance with Export Control Regulations.  Unless provided for in a separate agreement, the parties shall not disclose or exchange any Controlled Data.  The restriction in the foregoing sentence shall not apply to information where the authorization is required solely for export to countries subject to trade sanctions.

8.6.          Compliance.  The obligations of 3DS and any 3DS Group Company under the Agreement shall be subject to and conditioned upon compliance with all applicable Export Control Regulations.  3DS and/or any 3DS Group Company may terminate or suspend at any time the Agreement, all licenses and access to Online Services, provision of 3DS Offerings or Support Services hereunder, or generally cease or suspend the performance of its obligations under the Agreement, if Customer violates the Export Control Regulations provisions of the Agreement or if performance of the Agreement would cause 3DS and/or any 3DS Group Company to infringe any Export Control Regulations or to be potentially exposed to any sanctions or penalties that could be imposed by any governmental authority as a result of continued performance. Such suspension or termination shall be effective upon written notice as of the date stipulated in that notice.
 

9.       Customer Data; Data Privacy
 

9.1 Principle.

Each Party acknowledges that, for the Processing of professional contact details required for the management of this Agreement, Customer and 3DS each act as independent Controllers according to their own publicly available privacy policy.

Customer acknowledges and agrees that, as a principle and except when the evaluation of Online Services (which specifically excludes any production or commercial purpose) irrefutably requires the Processing by 3DS of Personal Data provided by Customer, Customer shall not transfer to 3DS any Personal Data for its evaluation of Online Services. It is Customer’s responsibility to use fake data and/or anonymize any Personal Data prior to any transmission of data to be Processed by 3DS.

9.2 Exception.

When the evaluation of the Online Services, as described in the Transaction Document, irrefutably requires the Processing by 3DS of Personal Data provided by Customer on behalf of Customer, Customer appoints 3DS as Processor and the Parties agree that 3DS will Process Personal Data provided by Customer in accordance with the Data Processing Exhibit published in the 3DS Website Terms.

Customer acknowledges and agrees that it is and shall at all times remain the sole Controller of the Personal Data that will be processed as part of its access to and use of a 3DS Offering and therefore, shall be responsible for complying with all Applicable Data Protection Legislation including, but not limited to, (i) transfer (including cross-borders transfer) and storage of Personal Data, (ii) information and/or consent of Data Subjects and (iii) rights of Data Subjects including access, modification and deletion where applicable.

3DS, acting as Processor, will collect, store and Process the Personal Data in accordance with the Agreement. In addition, where the Processing of Personal Data provided by Customer is subject to the Applicable Data Protection Legislation of the State of California and except as otherwise permitted herein, 3DS will not “sell” or “share” (as such terms are defined in Section 1798.140 of  the CCPA) or retain, use, disclose, or otherwise Process Personal Data provided by Customer for any purpose other than the direct business relationship between the Parties and providing the Online Services as specified in the Agreement.

10.    Miscellaneous
 

10.1.        Notices. All notices required hereunder shall be in writing and delivered to the other party at its contact address as specified in the relevant Transaction Document. In the case of Customer providing a notice to 3DS, any notice shall include a copy to legal.notice@3ds.com. For Online Services, notices may also be delivered by 3DS by e-mail and deemed to have been given twenty-four (24) hours after the time such e-mail is sent to Customer. For 3DS Offerings ordered on the 3DS web store, notices shall be delivered pursuant to the processed defined on such 3DS web store.
Notwithstanding the foregoing, where in Section 6.1 a written notice is required, that requirement can be met by exchange of letters, emails or other electronic means for which a process has been provided by 3DS.

10.2.        Force Majeure. Neither party hereto shall be liable for any default in the performance of its obligations under this Agreement resulting from (i) a force majeure event as defined by the law governing this Agreement and the courts in such jurisdiction, or (ii) the following causes: strikes (whether previously announced or not), war (declared or not), riots, governmental action, acts of terrorism, acts of God (fire, flood, earthquake, etc.), or any electrical, utility, or telecommunication outage.
 

10.3.        Third Party Hosting. Customer is authorized to install and use the Licensed Programs remotely on machines operated by a well-established third party service provider and to appoint such provider to host the Licensed Programs solely for and on behalf of Customer; provided, however, that (i) only duly authorized users shall have the right to use the Licensed Programs, (ii) Customer shall ensure that such service provider grants access to the Licensed Programs solely for the purpose of providing the services mentioned above to Customer in compliance with the terms of this Agreement, and (iii) such service provider is not part of a group of companies that provides products or services competing with 3DS Offerings. If Customer becomes aware of any unauthorized access, use, or disclosure of the Licensed Programs, Customer shall immediately terminate the service provider’s access to the Licensed Programs.
 

10.4.        Severability.  If any provision of this Agreement is found to be illegal, void or unenforceable, the other provisions shall remain in full force and effect, and the affected provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the original intent of the parties.
 

10.5.        Transfer, Assignment & Subcontract.  Any subcontract, assignment, delegation or other transfer (including without limitation, by way of merger, change of control, acquisition, divestiture, or operation of  law or contribution in kind) of this Agreement or any of Customer’s rights, duties, benefits or obligations hereunder is subject to 3DS’s prior written approval.  Any attempt to do so without such consent is void.  This Agreement shall be binding upon, and inure to the benefit of 3DS and its successors and assigns. 3DS may assign, delegate, subcontract, or otherwise transfer any of its rights or obligations hereunder, in whole or in part, without Customer’s consent.
 

10.6.        Entire Agreement. This Agreement comprises the complete agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings, representations, and communications, whether oral or written. Customer confirms that it (i) has full knowledge of all terms herein and those incorporated herein by reference, (ii) agrees to be bound by and to comply with such terms, and (iii) in entering into this Agreement, has not relied upon the future availability or functionality or product updates with respect to any 3DS Offering. Any term or condition contained and/or referenced in Customer’s purchase order shall not in any way supersede, supplement, or otherwise modify the terms of this Agreement. No waiver or modification of any provision of this Agreement shall be binding unless made in writing and signed by both parties. A party’s failure at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce that or any other provision.
 

10.7.        Amendments & Non-Waiver.  No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made by written amendment signed by both parties.  A party's failure at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce that or any other provision.
 

10.8.        Language.  This Agreement is provided in English and may be provided, for informational purposes only, in a language other than English.  The English version shall be the only binding and enforceable version of this Agreement.
 

10.9.        U.S. Government Restricted Rights Legend.  The 3DS Offerings, and any other technical data provided hereunder are commercial in nature and developed solely at private expense. The 3DS Offerings are delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 (June 1995) or as a “Commercial Item” as defined in FAR 2.101(a) and, consistent with FAR 12.212 and DFARS 227.7202, as applicable, are licensed to Licensee only with those rights as are granted pursuant to this Agreement. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.
 

10.10.      Survival.  The following sections of this Agreement shall survive termination or expiration thereof:  Sections 1 (“Definitions”), 2.2 (“Scope”), 4 (“Intellectual Property”), 5 (“Warranty, Limitation of Liability, Risk of Use and Indemnity”), 6.2 (“Effect of Expiration or Termination”), 7 (“Additional Terms for Online Services”), 8 (“Export”), 9 (“Customer Data; Data Privacy”) and 10 (“Miscellaneous”).
 

10.11.      Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles and excluding application of the United Nations Convention for the International Sale of Goods. The parties irrevocably waive all rights to trial by jury for any such litigation between them. All actions and proceedings arising out of or relating to this Agreement shall be exclusively heard and determined by the Courts of the Commonwealth of Massachusetts. Notwithstanding the foregoing, 3DS may, in its sole discretion, bring any claim or dispute (including but not limited to seeking injunctive relief and/or equitable remedies) arising out of, or in connection with the validity, interpretation and/or performance of this Agreement before any courts and or administrative authorities having jurisdiction over the subject matter of any such claim or dispute.
 

COUNTRY SPECIFIC TERMS

TERMS SPECIFIC TO CHINA MAINLAND

(for purposes of this Agreement, excluding Taiwan, Hong Kong and Macau)

In addition to the provisions above, and notwithstanding any contrary provision thereof, the following terms apply to 3DS Offerings licensed and/or used by Customers whose principal place of business or principal residence is China.

§  Governing Law and Jurisdiction – Section 10.11 of the General Terms shall be entirely deleted and replaced by the following:

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regards to any conflict of laws principles and excluding application of the United Nations Convention on Contracts for the International Sale of Goods.

All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause, by one arbitrator appointed in accordance with the said Rules. The arbitration shall be held in Hong Kong and shall be conducted in English. The seat of arbitration shall be Hong Kong. The decision resulting from the arbitration and the arbitration award shall be final and binding on the parties, and the parties agree to be bound thereby and to act accordingly. The prevailing party shall be entitled to fees and costs.

Customer acknowledges and agrees that the paragraph immediately above shall not prevent, restrict or otherwise limit in any manner, 3DS's right to seek injunctive relief, or commence preparatory proceedings arising out of, or in connection with, the validity, interpretation and/or performance of this Agreement, or to resolve any dispute involving the ownership of any intellectual property rights, before any competent court in any jurisdiction.

§  Additional Terms for Online Services in China – In addition to the provisions of Section 2 of the General Terms, the following shall apply:

In using the Online Services, Customer warrants that it has obtained all relevant approvals, licenses and permissions in accordance with all applicable laws and regulations. Customer further warrants that it will strictly comply with all applicable laws and regulations in using the Online Services. In particular, Customer warrants that:

(i)       neither Customer nor any of Customer’s authorized users will publish anything in the use of the Online Services that may:

a)       be against basic principles set forth in the Constitution of China;

b)       jeopardize China's national security, disclose national secrets, subvert state power, or undermine national reunification;

c)        impair China national honor and interests;

d)       incite ethnic hatred and discrimination, and undermine ethnic unity;

e)       undermine China's national religious policies, or preach cult and feudalistic superstition;

f)         spread rumors, disturb the social order and undermine social stability;

g)       spread obscenity, pornography, gambling, violence, murder, terrorism or subornation;

h)       insult or slander others, or infringe other people's legitimate rights and interests; or

i)         contain other contents prohibited by any applicable laws and regulations (including, without limitation, to the laws and regulations of China).

(ii)      neither Customer nor any Customer’s authorized users will use the applicable Online Services to:

a)       access the computer information networks or use computer information network resources without proper permission;

b)       delete, modify or add computer information network functions without permission;

c)        delete, modify, or add data and applications stored in or transmitted through a computer information network without permission;

d)       deliberately create and disseminate destructive programs including computer viruses; or

e)       conduct other activities that may jeopardize the security of computer information networks.

Customer further represents and warrants that all Customer Data and other contents created, posted, stored and processed by Customer or Customer’s authorized users in using the applicable Online Services are for Customer’s technical use only, and Customer will use the applicable Online Services in full compliance with this Agreement and the applicable laws and regulations for lawful purposes.

Customer and Customer’s authorized users are obligated to comply with all applicable laws and regulations regarding real-name authentication. Customer can subscribe to and use the applicable Online Services only after the identities and qualifications of Customer and Customer’s authorized users have been verified. Customer and Customer’s authorized users have full legal capacity for civil rights and civil liabilities. Customer and Customer’s authorized users shall be liable for any information that Customer provides according to any relevant laws, regulations, and the terms of this Agreement. 3DS reserves the right to verify the authenticity of Customer’s and Customer’s authorized users' respective identities under applicable laws and regulations, and Customer agrees to provide 3DS with any necessary cooperation.

Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that, in any of the following events, 3DS has the right to take actions, including, but not limited to, deleting or shielding related Customer Data or content, disconnecting links, suspending Online Services and accounts, terminating Online Services, accounts, and this Agreement, and that Customer will be liable for any associated consequences and shall indemnify 3DS against any claims, and hold 3DS harmless against any losses (including but not limited to administrative penalties), related to:

(i)       violation by Customer or any of Customer’s authorized users of any provisions of this Agreement (including, without limitation, to any other terms that are specific terms relating to identified Licensed Program(s) or Online Services and published in the 3DS Website Terms;

(ii)      violation by Customer or any of Customer’s authorized users of any service rules or policies listed on the relevant websites; or

(iii)     violation of any applicable laws and regulations by Customer or any of Customer’s authorized users.