End User License Agreement (EULA)
Last updated on January 18, 2023
Effective on January 18, 2023
This End User License Agreement (“EULA”) is entered into by and between Flywheels Data Technology International HK Limited ("FLYWHEELS", "SelectDB", "we", "our" or "us") and the registered users ("users", "user", "you" or "your") of the SelectDB cloud-native real-time data warehouse services (”SelectDB Cloud”).
You acknowledge that you have fully read, understood and accepted this EULA in its entirety before you begin a trial or purchase of SelectDB Cloud products or services. You agree that by clicking "Agree" or similar, using our services, or completing the purchasing process, you are agreeing to enter into this EULA, which is a legally binding contract between you and FLYWHEELS. If you do not agree with any provision of this EULA, you must not purchase or use any of our services.
FLYWHEELS reserves the right to change our products and services in accordance with applicable laws and our corporate policies without prior notice. We will post the changes on en.selectdb.com. You agree that by continuing to use our services after the announcement of any changes to this EULA, you acknowledge that you have fully read, understood and accepted the modified products and services and will use our products and services in accordance with the modified EULA. If you disagree with any changes, you should no longer use our products. You can stay informed of our product progress by visiting https://en.selectdb.com.
- You confirm that you are a legal civil entity and the content of this EULA is not prohibited by any applicable laws of your country or region.
- The account registration process shall be operated by a natural person. Automated account registration methods, including but not limited to keygens, are not allowed.
- This EULA applies to all accounts under your control. Your account will serve as your identifier when using SelectDB Cloud products and services. You should take necessary and effective confidentiality and security measures (including but not limited to: not sharing your access rights with others, using strong passwords, and changing your password regularly) for your account information such as your username and password. You shall be responsible for any consequences arising from failure to do so. In addition, you shall be held legally accountable for any operations under your account.
- You should establish a sound internal management mechanism to govern the use of your account. To protect your own interests, you should not share your account with others. If, for your own business needs, you authorize others, such as your employees, to use your account, you should take necessary permission control and protection measures, such as changing the password or login method and enabling account protection after personnel changes.
- In the event of any takeover or unauthorized use of your account and password, you should notify FLYWHEELS in an effective manner as soon as possible and provide the relevant information (including account information, description of the situation, supporting materials and your claims) for verification. After the receipt of your valid notification and relevant verification, FLYWHEELS will handle the situation according to applicable laws and regulations. You shall bear the responsibilities and consequences arising from FLYWHEELS's processing of such incidents.
- If you provide any invalid information that leads to FLYWHEELS's inability to verify your identity or determine your claims, or failure to take timely response to such incidents, you should bear the losses arising therefrom. You acknowledge that FLYWHEELS requires a reasonable period of time to handle your request, and FLYWHEELS shall not be held liable for any of your losses before it responds to such incidents or any of your losses that are not incurred by FLYWHEELS afterwards.
- If FLYWHEELS suffers any loss or damage as a result of your violations of this EULA or applicable laws and regulations, you shall take all possible actions to hold FLYWHEELS harmless and take responsibility for all losses and damages arising therefrom.
- In the case of your violation of this EULA or applicable laws and regulations, FLYWHEELS retains the right to suspend or terminate your use of our services immediately at our sole discretion based on the severity of the violation. FLYWHEELS shall assume no further liability for the suspension or termination and shall not refund the fees you have paid.
Products and Services
- SelectDB Cloud is a cloud-native real-time data warehouse built on the kernel of Apache Doris by FLYWHEELS. It can run on multiple clouds and provides excellent performance with low operation and maintenance costs. Requring only a few minutes to create a data warehouse, SelectDB Cloud makes the real-time query and analysis of massive data easy for you. It can be used in scenarios such as business analysis, log analysis, user behavior insight, and corporate management. The details might vary based on the SelectDB Cloud products and services you purchased.
- You can purchase the products or services from the official website of SelectDB and its affiliated pages based on your own needs. Before you decide to place an order, you should read the rules and regulations regarding the relevant products or services carefully. You may also sign a separate agreement with us based on your requirements in practice.
- You should pay within the time limit after you submit an order. Some services may have limits regarding time, stock, or activity quantity. If you do not pay in time, or if the service becomes understocked or hits the quantity limit during the payment, you may not be able to use the relevant services.
- FLYWHEELS may, for marketing reasons, provide various special offers within certain periods. You understand and agree that these offers may be temporary, quantity-wise limited, or only apply to certain groups of customers, and you should purchase and use the relevant services in accordance with the applicable rules. Unless otherwise stated, these special offers cannot be combined.
- FLYWHEELS should provide you with after-sales services, including answering and help solving problems you encounter when using SelectDB Cloud products or services.
- We provide postpaid plans for you. In order to ensure availability of the services, you should pay for them in time according to this EULA and the relevant service rules. Some services of SelectDB Cloud, such as storage and warehouse services, incur fees even if you have not used any new services or resources, or performed any new operations, because these services keep occupying resources since they are started. You should renew or end the services in time based on your own needs.
- The special offers are set for specific conditions, such as for specific configurations of products, or for a certain number of products or a certain period of services. If the specific conditions are not met, you will not be able to accept the special offers and should pay the original price.
- You can pay fees via the cloud marketplace. This requires you to enable the cloud marketplace deduction channel in advance.
- All amounts are exclusive of VAT. Additional taxes may apply.
Suspension and Termination of Services
- In order to provide you with better services, FLYWHEELS reserves the right to overhaul, maintain, upgrade, and optimize our service platform and related equipment, systems, software, etc. (collectively referred to as "routine maintenance") on a regular or irregular basis. FLYWHEELS shall not be held liable for any reasonable suspension or interruption of SelectDB Cloud products and services due to routine maintenance. FLYWHEELS should provide a 24-hour notice regarding routine maintenance. As for non-routine maintenance due to force majeure or faults of infrastructure carriers, FLYWHEELS should provide timely advance notice for you, too.
- To ensure the security and stability of services, FLYWHEELS may conduct major adjustments such as computer room relocation and equipment replacement. In these cases, FLYWHEELS shall not be held liable for any reasonable interruption or suspension of SelectDB Cloud products and services. FLYWHEELS should provide a 30-day notice regarding such adjustments and require relevant cooperative measures from you; if you refuse to take the necessary measures, or if you have been out of touch with FLYWHEELS, you shall be responsible for the consequences arising therefrom.
- If the service you purchased includes a storage function, before the service ends, FLYWHEELS should provide you with a 24-hour notice, and negotiate with you the retention time for any data stored in that service after it expires or terminates. You shall bear the costs incurred during the retention period (if any), settle the bill and complete relevant data migration on time. After the end of the retention period, your aforementioned data will be deleted.
- FLYWHEELS retains the right to adjust or terminate the services partially or wholly (including but not limited to removing, iterating, or integrating the services) according to its own operation arrangements. FLYWHEELS shall notify you of such changes at least 30 days in advance to allow time for data transfer and backup or business adjustments on your side.
- You agree that due to regulatory or political reasons, or to meet Internet services' requirements on timeliness, complexity, and efficiency, FLYWHEELS may adjust this EULA and the rules regarding SelectDB Cloud products and services at times, and announce such changes in one or several of the following methods: website notification, email, text message, system notification, and private message. By continuing to use SelectDB Cloud products or services after the announcement of changes, you agree that you have fully read, understood, and accepted the modifications and will follow the modified rules.
- No matter where you use our services, you should ensure that your qualifications, abilities, and usage behaviors are in accordance with the locally applicable laws and regulations. Otherwise, FLYWHEELS has the right to suspend, terminate, or refuse to provide the relevant products or services in accordance with applicable laws and regulations.
Rights and Obligations of Users
- You are entitled to use SelectDB Cloud products and services in accordance with this EULA and to receive the corresponding technical support and after-sales services.
- You are obliged to comply with applicable laws, regulations and service rules when using SelectDB Cloud products and services. You should ensure that you hold the business qualifications and capabilities required by law. You must not commit or facilitate any illegal acts.
- You are obliged to act in favor of cyber security when using SelectDB Cloud products and services. You must not infringe upon the legitimate rights of any entity, and must not commit or facilitate acts including but not limited to:
- Fraudulent or misleading acts;
- Acts that infringe on other individuals' intellectual property rights and other interests；
- Dissemination of SPAMs or illegal messages;
- Acts that violate the operating rules of networks, devices, or services connected to the SelectDB Cloud, or unauthorized access, use, interference, or monitoring of SelectDB Cloud;
- Acts that threaten cyber security, including but not limited to illegal system intrusion or data acquisition and malicious scanning of websites and servers by means of viruses, Trojan horses, malicious codes, phishing, etc.
- Actual or attempted alteration of the SelectDB Cloud system configuration; disruption of SelectDB Cloud operation or other people's use of SelectDB Cloud by technical or other means; actual or attempted interference with the proper functioning of any product, part, or feature of SelectDB Cloud by any means, or the creation and dissemination of tools for such purposes;
- Engagement in activities such as DNS resolution, security services, domain proxy, and reverse proxy that results in frequent attacks (including but not limited to DDoS attacks) against yourself and negative impacts on SelectDB Cloud or other individuals due to untimely correction of such behaviors;
- Other behaviors that undermine cyber security.
- You are obliged to pay for the services you use in full and on time according to relevant service rules. If you fail to do so, FLYWHEELS is entitled to suspend, terminate, or refuse to provide the relevant services without further notice, and may take one or several of the following measures:
- Require you to pay 1‰ of the total overdue fees as a default fee for each day the fees are overdue, in addition to the fees payable under the contract, until all fees are paid in full.
- If your payment has been overdue for more than 7 days, FLYWHEELS reserves the right to take measures including but not limited to early termination of the services without further notice.
- If you have an unspent balance in your account, FLYWHEELS reserves the right to apply the unspent balance in compensation for the delinquent amount and default fees without further notice.
- Partially or wholly delete the information and data stored in SelectDB Cloud or generated during your use of SelectDB Cloud.
Rights and Obligations of FLYWHEELS
- FLYWHEELS should provide you with SelectDB Cloud products and services and after-sales support in accordance with this EULA.
- FLYWHEELS only provides operation and maintenance for SelectDB Cloud products and services. You should be responsible for the security and stability of your own network and equipment. If any of the following situations occur, you should promptly solve them and avoid further impact on SelectDB Cloud:
- Problems in your internal network, including but not limited to overloads;
- Failure of your own device or a third party device you use;
- Network interruption caused by your dismantling of equipment or other operations;
- Other failures or network interruptions caused by you.
- If FLYWHEELS finds, on its own or according to information from relevant departments or stakeholders, that you may have violated this EULA or certain applicable laws and regulations, FLYWHEELS retains the right to make its own independent judgment based on general knowledge and take one or several of the following measures at any time:
- Require you to delete or modify relevant contents;
- Partially or wholly restrict or suspend the SelectDB Cloud products and services provided for you (including but not limited to taking offline relevant products or services for you, withdrawing related resources, and imposing operational restrictions or account freezing measures);
- Terminate the provision of SelectDB Cloud products and services to you; terminate the EULA between you and FLYWHEELS (including but not limited to taking offline relevant products and services for you and withdrawing related resources);
- Hold you accountable for other legal responsibilities.
- Measures that FLYWHEELS takes according to this EULA (including but not limited to suspension of services, deduction of fees, termination of agreements) shall not be regarded as a breach of contract and you shall bear the losses arising therefrom (including but not limited to business interruption and loss of data). You shall bear the responsibilities incurred as a consequence of your violation of this EULA and compensate for any losses caused to FLYWHEELS or any third parties.
- For the sake of protecting the interests of stakeholders, FLYWHEELS is entitled to develop an infringement and complaint handling mechanism, which you shall comply with. If FLYWHEELS receives a complaint or report from a third party against you, FLYWHEELS is entitled to disclose relevant information about you to the third party (such as your basic profile and the counter-notice and evidence submitted by you in relation to the complaint or report) and request you to negotiate with the complaining party via methods including but not limited to establishing a three-party email group of you, FLYWHEELS, and the complaining party for direct communication and evidence presentation). If you issue a complaint or report against other users of SelectDB Cloud, FLYWHEELS is entitled to disclose relevant information about you to the complained party (such as your basic profile and the notice and evidence submitted by you in relation to the complaint or report), and request you to negotiate with the complained party via methods same as above in order to resolve the dispute and protect the legitimate rights and interests of all parties. You should act cooperately; otherwise, you may not be able to use SelectDB Cloud products and services, and you should be responsible for any losses to you or other parties arising therefrom.
- FLYWHEELS is entitled to transfer some or all of its rights and obligations under this EULA to a third party. FLYWHEELS shall provide you with a 90-day prior written notice regarding such transfer. The involved parties should sign all reasonable and necessary documents and take all reasonable and necessary steps for this provision to take effect.
- You agree that FLYWHEELS retains the right to use your name, brand, trademark, logo, etc. as a business case for promotional display.
- You ensure that all data you upload to, store in, or process (analyze, distribute, etc.) in SelectDB Cloud is lawfully collected, obtained or generated by you, and you have not infringed and will not infringe on the legal rights of any individual or entity in any way.
- You ensure that you are entitled to process the aforementioned data by any means (upload, store, analyze, distribute, etc.) using SelectDB Cloud, and that these processing activities are in accordance with applicable laws and regulations and do not involve any infringements or breach of contract between you and any third party, and that you will not use the data for illegal purposes.
- You are entitled to upload, analyze, delete and modify data using SelectDB Cloud (subject to the specific rules of the products and services you use). You should be careful with data deletion and modification and bear the consequences arising therefrom.
- Unless necessary for your use of SelectDB Cloud or required by applicable laws or regulations, FLYWHEELS will not access or use your data without your consent.
- FLYWHEELS only provides the data backup services required by applicable laws, regulations, and service rules, and is only held liable for such data backup services. You should back up your data to meet your own specific needs.
- If you violate any applicable laws and regulations in the generation, collection, processing, and use of data, you shall be held liable for all consequences. In this case, FLYWHEELS is entitled to partially or wholly terminate the provision of SelectDB Cloud products and services to you, and you shall bear all losses, liabilities, and expenses incurred as a result.
Intellectual Property Rights
- Each party's respective intellectual property rights, such as trademark and copyright, shall remain the sole property of the party. The signing or performance of this EULA shall not result in any passing of ownership of intellectual property rights or turn them into joint owned properties.
- Each party shall respect the intellectual property rights of the other party or any third party. If one party commmits an intellectual property infringement that involves a third party, and the third party files a lawsuit or asserts a claim against the other party, the responsible party shall hold the other party harmless and compensate for its direct economic losses.
- For the purposes stated in this EULA, the parties may have provided or will provide certain Confidential Information (as defined below). The party disclosing the information shall be the "Disclosing Party" and the party receiving the information shall be the "Receiving Party".
- Confidential Information refers to non-public information, data, and materials held by the Disclosing Party related to its business, operations, technologies, and rights, including but not limited to business plans, business materials, technological information, ideas, concepts, proposals, vendor materials, personnel information, service prices and discounts, and financial status.
- The Receiving Party shall not reveal any information marked or reasonably perceivable as Confidential Information of the Disclosing Party to any third party or use it for any purposes beyond those stated in this EULA without the written consent of the Disclosing Party. The Receiving Party shall treat the Confidential Information of the Disclosing Party with the same degree of care (not less than the reasonable duty of care) as it treats its own Confidential Information.
- Notwithstanding the foregoing, any of the following information shall not be deemed as Confidential Information:
- Information that the Receiving Party already acquires by legal means before it is disclosed to the Receiving Party by the Disclosing Party;
- Information that is already in the public domain or made public as a result of circumstances other than a breach of this EULA by the Receiving Party.
- Information that the Receiving Party lawfully acquires from a third party with relevant rights of disclosure and has no obligation to keep confidential.
- Information that the Receiving Party independently obtains or develops without the use of or reference to any Confidential Information of the Disclosing Party.
- If the Receiving Party is required to disclose the Confidential Information of the Disclosing Party based on applicable laws and regulations, such disclosure shall not be considered a breach of this EULA. In such cases, the Receiving Party shall notify the Disclosing Party as soon as possible to the extent permitted by law. Meanwhile, the Receiving Party shall endeavor to limit the scope of disclosure of such Confidential Information and protect the legitimate rights and interests of the Disclosing Party.
- The parties shall continue to perform their duty of confidentiality after the expiration of this EULA until the relevant information is no longer confidential.
- In the event of leakage of Confidential Information, both parties shall cooperate and take all reasonable measures to avoid or mitigate negative impacts; if the Receiving Party causes any damage to the Disclosing Party by failure to perform its duty of confidentiality, the Receiving Party shall compensate the Disclosing Party for its direct economic losses arising therefrom.
Export Controls and Sanctions Compliance
The parties shall comply with all applicable export controls and economic and trade sanctions, including the relevant resolutions, laws, and regulations established and enforced by the United Nations Security Council, People's Republic of China, the United States, and any other country when applicable (hereinafter referred to as "Applicable Export Control Laws"). "). You promise not to use the products or services provided by FLYWHEELS for any purposes prohibited by the Applicable Export Control Laws.
Without the consent of relevant authorities, you and any person or entity authorized by you to use the products or services provided by FLYWHEELS shall not provide controlled technologies, software, or services to individuals or entities sanctioned or designated by Applicable Export Control Laws via the products or services provided by FLYWHEELS, or render FLYWHEELS in violation of Applicable Export Control Laws by any means.
Limitation and Exclusion of Liability
- You understand and agree that interruptions might occur during the use of SelectDB Cloud due to the following circumstances. In these cases, FLYWHEELS shall promptly cooperate with the relevant parties for repair and restoration, but FLYWHEELS shall not be liable for any losses to you arising therefrom.
- Force majeure, including but not limited to natural disasters, governmental acts, enactment of or amendments to laws and regulations, strikes (excluding internal labor disputes of either party), unrest, and other unforeseeable, unavoidable, or insurmountable objective circumstances;
- Behaviors of infrastructure carriers, including but not limited to technical adjustment of the telecom authority, destruction of telecom or power lines, and installation, renovation, and maintenance of telecom networks or power resources;
- Cyber security incidents, such as computer viruses, Trojan horses, hacker attacks or other malicious programs;
- Failures of computer software, system, hardware and communication lines caused by improper operations during the unauthorized use of SelectDB Cloud;
- Other circumstances that are uncontrollable or unforeseeable by FLYWHEELS or in which FLYWHEELS is not at fault.
- For any delay in the performance of this EULA or breach of contract by either party due to force majeure, behaviors of infrastructure carriers, cyber security incidents, or other events beyond the reasonable control of the parties, neither party shall be held liable. However, the affected party shall notify the other party of the delay or breach of contract as promptly as possible. If the foregoing event could result in an over 30-day delay of performance of this EULA, either party may terminate this EULA by giving a 15-day written notice to the other party. If this EULA is terminated due to reasons stated in this provision, neither party shall be held liable for breach of contract.
- You understand and agree that the SelectDB Cloud products and services are provided based on the current technologies and conditions of the industry. FLYWHEELS will do its best to ensure the continuity and security of the services, but FLYWHEELS does not guarantee that these products or services are free of defects. Hence, if the products or services provided by FLYWHEELS show defects that are unavoidable based on the current technologies of the industry, such cases will not be regarded as a breach of contract by FLYWHEELS, and FLYWHEELS will not be held responsible. Both parties should work in cooperation to solve the problem.
- In no event shall either party be liable to the other party for any indirect, incidental, special or punitive damages and losses (such as loss of profits, loss of opportunities, fees paid to third parties, and reputational damage) whether based on contract, warranty, tort or any other theory of liability, whether or not either party knew or should have known of the possibility of such loss or damage.
- In no event shall FLYWHEELS's aggregate indemnification obligations arising out of this EULA or the related orders (whether based on contract, tort or any other theory of liability) exceed the total amount paid by you for the SelectDB Cloud products and services that caused losses to you. If you have been using the said products and services for over 12 months, FLYWHEELS's aggregate indemnification shall not exceed the total amount of fees paid by you to FLYWHEELS for the said products and services in the 12 months prior to the first occurrence of the damage. (For the avoidance of doubt, the fees herein refer to the actual fees paid by you for the actual length/amount of the service, excluding vouchers). This provision shall prevail all contradictory provisions in other agreements between you and FLYWHEELS or other rules of SelectDB Cloud products and services.
Notice and Delivery
- You shall ensure and maintain the validity of your customer information (including but not limited to phone number and email address). You shall be responsible for any false or invalid customer information that renders you unable to receive timely notices regarding business notifications, service alerts, customer services, technical support, dispute coordination, penalties for violations, etc.
- Unless otherwise agreed, you shall send notices to FLYWHEELS via the contact methods published on the official website of SelectDB.
- FLYWHEELS may send you notices (including but not limited to service rule updates, service upgrades, server room changes, and promotional messages) related to SelectDB Cloud products and services via one or several of the following methods: website announcement, system notification, private message, email, text message, instant messenger, letters, etc. The aforementioned notices are considered delivered once they are:
- Signed by a recipient in hand delivery;
- Posted as an announcement on our website (unless otherwise specified);
- Successfully sent by electronic means (including system notification, private message, email, text message, instant messenger);
- For delivery by prepaid courier services or registered mail, the delivery shall be deemed successful on the third calender day after posting.
- If the actual delivery date is a legal holiday, the first working day after that shall be deemed as the arrival date.
Applicable Laws and Dispute Settlement
- This EULA was signed in Hong Kong, China.
- For disputes arising from this EULA, the parties should seek mutual agreement first; if mutual agreement cannot be reached, one party shall resort to a court with jurisdiction in the place where this EULA is signed. Other parts of this EULA that are beyond the scope of dispute shall continue to be performed.
- Unless otherwise specified, all stated "days" in this EULA and its attached documents refer to calender days; the settlement currency is USD.
- If you have any questions, please send an email to email@example.com or dial: 0086-400-092-6099.
- If any provision of this EULA becomes partially or wholly invalid or unenforceable, that shall not affect the validity of the other provisions of this EULA. The invalid or unenforceable provision shall be deemed deleted from this EULA.
- You shall comply with the rules of SelectDB Cloud products and services, which, as an integral part of this EULA, have the same legal effect as the main body of this EULA.