Issue Date: 2018/07/31

Important Note: Confirmation and acceptance of the terms of this Agreement

Welcome to use Coohom software and services.

If you need to use Coohom software and services, please be sure to read and fully understand this Agreement, especially the terms of the exemption or restriction of the responsibilities of Coohom, the terms of exclusion or restriction of user rights, and the terms of the jurisdiction, etc. These terms are usually underlined and bolded to alert you.

If you disagree with any of the following terms in this Agreement, you shall stop using Coohom products and services, as your use of Coohom software and services will be deemed to be the approval and full acceptance of the entire content in this Agreement.

If you are under the age of 18, please read this Agreement with your guardian and pay special attention to the terms of use for minors.

1. Scope of This Agreement

1.1 Definition of Coohom Software and Services: The meanings of Coohom software and services described in this Agreement are as follows:

Coohom software refers to the collective name of products developed and operated by Coohom, including the desktop client tool, web tool, HTML5 tool, app and other product versions that can be run on different operating systems and device terminals, as well as web servers, websites, media, printed materials, software and related documentations concerning different tool products.

Coohom service refers to the software-related online operation services provided by Coohom, including the transaction, app, rendering, training, forum and online store services offered by our cloud-based design tool. The specific details are subject to the services provided by Coohom by then. Unless the terms of this Agreement refer to the “software” at the same time, the “service” includes Coohom software itself.

1.2 Main Body of This Agreement: The legal right holder of Coohom software and services belong to Exacloud (HongKong) Ltd. (hereinafter referred to as “Coohom” ). This Agreement is an agreement between you and Coohom regarding the use of Coohom software and services and is contractual. This Agreement is considered a supplementary agreement of the Coohom User Service Agreement, the Intellectual Property Terms and the Privacy Policy and is an integral part of it. In the event of a conflict between the contents of this Agreement and the above, this Agreement shall prevail.

1.3 Composition of This Agreement: Coohom specifically draws your attention: When you use a specific Coohom service, the service may have separate agreements and related business rules. The above contents will be published and demonstrated in various forms such as website announcements, notifications, messages, e-mails and Help Center documents, etc. Once officially released, it is considered an integral part of this Agreement and you shall abide by it. Your acceptance of any of the aforementioned business rules and separate agreements is deemed to be your full acceptance of this Agreement.

2. Sign Up, Sign In and Law-abiding Commitment

2.1 Sign Up & Sign In: You need to register and use Coohom account or sign in through a third-party website account to use Coohom software and services.

2.2 Authentication: In order to protect the legitimate rights and interests of users and the transaction security, Coohom may require you to complete the real-name authentication and provide more identity materials and information for further identity authentication or qualification verification when you need to activate some features and services. You must provide the true, latest, valid and complete information at the request of Coohom. At the same time, for some paid features and services, you can use them only after completing the corresponding payment.

2.3 Law-abiding Commitment

When using Coohom software and services, you should fully understand and agree to:

2.3.1 You are responsible for all actions under your own Coohom account, including any content you post and any consequence arising therefrom. You shall personally judge the content of Coohom service and bear all risks arising from the use of Coohom service, including risks arising from the reliance on the correctness, completeness or usefulness of Coohom service. Coohom is unable and will not be liable for any loss or damage caused by the aforementioned risks.

2.3.2 You shall abide by relevant local laws and regulations during the use of Coohom services and respect local ethics and customs. If your actions violate local laws, regulations or ethical customs, you should be solely responsible for that.

2.3.3 You shall avoid the involvement of Coohom in political and public events due to the use of its tool, otherwise Coohom has the right to suspend or terminate your services.

2.3.4 Coohom tool service may involve the intellectual property rights of third parties, and such third parties reserve the requirements for you to use their intellectual property rights in Coohom tool service based on this Agreement. In this case, Coohom will inform you with such requirements in a proper manner and you shall also abide by it.

3. Software Acquisition, Update and Uninstallation

3.1 Acquisition: Coohom may develop different software versions for different terminal devices or operating systems. Please select the appropriate version to install according to your actual situation. After downloading the installation program, you shall follow the steps mentioned in the program to install correctly.

3.2 Update: In order to improve the user experience and better the service content, Coohom will continue to develop new functions and services and provide software updates all the time. These updates may take the forms of the software replacement, modification, function enhancement, version upgrade, etc. In order to ensure the security of the software and services and the consistency of functions, Coohom has the right to update the software or to change or limit some of the software's functional effects without special notice to you.

Older versions of the software may not be available after the new version is released. Coohom does not guarantee that the old version and the corresponding customer service will continue to be available, please check and download the latest version.

3.3 Uninstallation: If you decide to stop using the tool software or to install a new version of the software, you can freely uninstall the software yourself. After you uninstall the software, we may send you a survey to find out your uninstallation reason in order to improve the product quality and service of ours.

4. Intellectual Property & License of Coohom Software

4.1 Intellectual Property Statement of Coohom Software: All legitimate rights and interests, including but not limited to copyrights, trademark rights, patent rights, etc. of any software (including but not limited to any image, photo, animation, video, audio recording, music, text, additional program and attached material) used by Coohom to provide services belong to Coohom.

4.2 License: Under the premise of your compliance with this Agreement and related laws and regulations, Coohom hereby grants you a personal, non-transferable and non-exclusive license when you use Coohom software and services. You can only use Coohom tool service for non-commercial purposes.

4.3 Limitations and Prohibitions on Use: As a licensee, you shall not involve in any intellectual property right’s infringement of Coohom tool service or perform any activity that may damage the legitimate rights and interests of Coohom or other third parties, except using Coohom tool service in accordance with this Agreement.

4.3.1 You shall not use Coohom software and services in any of the following restricted or prohibited ways without the written permission of Coohom, otherwise the suspension or termination of your right to continue to use Coohom software, services or support may result. For the damage you made to Coohom, Coohom also has right to pursue your legal responsibility for the loss of Coohom:

You shall not, and shall not permit others to, directly or indirectly sell, rent, lease, time-share or sublicense Coohom software. You shall not allow any person other than yourself to use Coohom software and services by transferring your username, password or authentication code. If you are a corporate user such as a company or an organization, you shall also use Coohom software and services in accordance with the number of authorized end users, time, and geography obtained by the enterprise user. At the same time, you shall request and ensure that the natural person authorized by you shall comply with the provisions of the terms of this Agreement.

4.3.2 Coohom particularly reminds you that you shall not , and shall not permit others to, directly or indirectly engage in any of the following actions:

(1) Modify, delete or obscure the names, logos, trademarks, graphics, texts and watermarks of Coohom software and its copy concerning intellectual property rights like the copyright, trademark right and patent right, as well as other types of legitimate rights and interests;

(2) Reverse engineer, reverse assemble and reverse compile or otherwise attempt to derive the source code of all and any part of the Software;

(3) Scan, probe and test the software to detect, discover and find potential problems or weaknesses;

(4) Add, delete and change the function or operation effect of the software by modifying or forging the instructions and data during the operation, or operate or transmit the software and method for the above purposes to the public, whether or not these behaviors are for business purposes;

(5) Copy, modify, add, delete and hang the data released to the memory of any terminal of the software or during the running of the it, the interaction data between the client and the server during the running of the software, and the system data necessary for the software to run. Or create any derivative works, including but not limited to third-party tool/service access software and related systems that use plug-ins, external hangings or non-Coohom licenses;

(6) Other use methods that prohibited by laws and regulations or infringing on the legitimate rights and interests of Coohom.

5. Intellectual Property and License of Coohom Service

5.1 Intellectual Property Statement of Platform Content: The intellectual property rights, including but not limited to trademark rights, patents, copyrights and trade secrets of all contents on Coohom platform, including but not limited to projects, images, files, information, documentations, platform architecture, platform screen arrangement and web design belong to Coohom or other obligees.

5.2 Content-related Prohibited Behaviors: Without the specific written agreement of Coohom, no one shall use, rent, lend, copy, modify, link, reproduce, compile, publish, print, build a mirror site, take a web snapshot or set up a server to provide others with the same or similar services as Coohom software and services.

5.3 Website-related Prohibited Behaviors: Without the specific written agreement of Coohom, no one shall reproduce, copy, forge, sell, resell or access Coohom website, the client application or any part thereof for any commercial purposes.

6. Intellectual Property and License of Coohom User Content

6.1 Intellectual Property Statement of User Content: Coohom software and services allow users to upload the contents that contain intellectual property rights or have legally been authorized. Before uploading any content such as models, floor plans, decoration plans, design specifications and tutorials to Coohom platform, you shall confirm that you own the ownership and the intellectual property right of the content or you have obtained the legal authorization. At the same time, you should also confirm that the published content does not infringe on trade secrets or other legal rights of others, nor does it violate your confidentiality obligations to third parties.

6.2 User License for Coohom: By posting contents on our site, you consent to grant Coohom a worldwide non-exclusive license to use the contents and such a license shall be free, irrevocable, permanent, re-licensable or transferable. Coohom has the right to use above contents in accordance with such permission to display, promote and utilize them in other ways that are not prohibited by laws of the People’s Republic of China. As it should be, such licensing does not mean that you give up the ownership of the contents, but only granting Coohom and other users licensed by Coohom the permission to use such content.

6.3 Grant of Legal Rights Protection: If any third party infringes the related rights of Coohom users, you consent to authorize Coohom or its designated agent to file infringement warnings and complaints to third parties, defend rights through administration complaints, litigation, negotiation and reconciliation on behalf of Coohom or users.

6.4 Precautions for Using User Content: Please note that when using contents uploaded by other users: Your license is limited to use other user-generated contents for personal and non-commercial purposes.Without a permission from Coohom and the original author, you are not allowed to copy, reprint, sell or use such User Contents in any other commercial way. Otherwise, you need to bear the corresponding tort liability.

7. Privacy
Coohom respects and protects user privacy, please refer to the Privacy Policy for details.

8. Disclaimer

8.1 "As Is" Services: Coohom software and services are provided to you on an "as is" basis. Coohom is not guaranteed: Coohom software and services have no errors and no interruptions, all defects have been corrected, or Coohom software and services are not compromised by viruses or any other factors. Unless otherwise expressly provided by laws, Coohom hereby expressly disclaims all warranties, express or implied, including but not limited to the performance, suitability or non-infringement of Coohom software and services.

8.2 Force Majeure: Under no circumstances shall Coohom be liable for any damages incurred as a result of force majeure during your use of the Coohom tool service. Such force majeure events shall include, but are not limited to national laws, regulations, policies, orders of state agencies and other government actions, as well as other unpredictable, inevitable and unavoidable events such as earthquakes, floods, snowstorms, fires, tsunamis, typhoons, strikes, wars, etc.

9. Subscription and Purchase

9.1 Payment: To use Coohom paid software or service, you can complete the payment and subscription by following the guide in the software or service interface. If you subscribe to services through the client, the relevant procedures and rules shall be subjected to the terms and conditions of the payment published on the website and the client. If you purchase a Coohom service by signing an offline written contract with Coohom or its reseller, such written contract you signed with Coohom or Coohom reseller concerning the order, payment, subscription and after-sales service shall prevail.

9.2 Termination Due to Breach of Contract & Exclusive Remedy: If a party breaches the contract or violates the important terms of this Agreement and fails to make the correction within thirty (30) days claimed in the written notice for such breach and violation by the non-defaulting party or non-violator, the other party may reserve the right to terminate this Agreement. If you terminate this Agreement due to the breach of Coohom, the sole and exclusive relief you have and the full responsibility of Coohom will not exceed the total amount you have paid to Coohom under this Agreement in the past 12 months.

10. Jurisdiction and Application of Law

10.1 Application of Law: The establishment, entry into force, performance, interpretation and resolution of this Agreement shall be governed by the laws of the People's Republic of China.

10.2 Contractual Jurisdiction: All disputes in connection with this Agreement or the execution thereof shall be settled through friendly negation. In case, no settlement can be reached through consultation, you agree to refer the dispute to arbitration by the Hong Kong International Arbitration Center (“HKIAC”) pursuant to the HKIAC’s arbitration rules effective at the time of application. The arbitral award shall be final and binding on the parties.

11. Signing, Entry into Force and Modification of This Agreement

11.1 Formulation: You acknowledge and agree that this Agreement is entered into the electronic form. You agree to be legally bound by all of the terms, conditions and notices contained or referenced herein.

11.2 Agreement Effective: If you do not agree to these provisions or any of the other terms of this Agreement, please do not use or subscribe to Coohom software or services, otherwise your use or subscription will be deemed to have read and agreed to sign this Agreement. You shall not file any form of defense afterwards with the reason for not having read/ agreed to the content of this Agreement or similar reasons.

11.3 Agreement Amendment: Coohom reserves the right to amend this Agreement at any time. In this case, Coohom will publish the revised agreement on Coohom website or the client. To protect your right to know, Coohom will send you an agreement change notice in reasonable ways in advance.

11.4 Revision of Specific Individual Service Business Rules: Coohom reserves the right to revise the relevant business rules of Coohom individual services at any time. In this case, Coohom will issue the notice at least seven (7) days in advance through reasonable ways such as website or App notices, announcements, etc. on Coohom website or the client. When you enjoy each individual service, you should promptly check the revised content and consciously comply with this Agreement and the relevant terms of the individual service.

12. Supplementary

12.1 Severability: All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder or this Agreement will continue in effect.

12.2 Feedback: If you have any comment or suggestion about this Agreement or Coohom software and services, please contact Coohom’s customer service department and we will give you the necessary assistance.

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