Legal / HuoPuo End User License Agreement

1. Definitions

“Software” means the applicable HuoPuo software, applications, modules, client applications, Documentation, deployment materials, protected runtime environments, updates, and similar materials made available by HuoPuo, excluding Third-Party Components.

“Documentation” means user guides, administrator guides, release notes, technical materials, support materials, security materials, privacy materials, configuration instructions, online documentation, and other written materials made available by HuoPuo for the Software, as updated from time to time.

“HuoPuo Proprietary Materials” means materials owned or controlled by HuoPuo and not constituting Customer Data or Third-Party Components, including protectable source code, object code, applications, modules, workflows, configurations, reports, user-interface elements, Documentation, technical architecture, deployment materials, database logic, metadata structures, prompts, AI workflow instructions, connectors, license mechanisms, encryption mechanisms, security controls, backup and recovery mechanisms, and similar HuoPuo-controlled materials. HuoPuo claims rights only to the extent such materials are owned or controlled by HuoPuo and protectable under applicable law or protected by contract, confidentiality, trade-secret, access-control, license, database, unfair-competition, or similar rights.

HuoPuo Proprietary Materials do not include Customer Data, Third-Party Components, open-source materials, third-party APIs, third-party platforms, third-party trademarks, independently developed third-party materials, or general ERP, accounting, payroll, inventory, procurement, sales, audit, reporting, business, regulatory, technical, database, or user-interface concepts that are not protectable or controllable by HuoPuo under applicable law or written agreement.

“Third-Party Components” means externally licensed software, libraries, frameworks, packages, operating systems, databases, runtimes, SDKs, tools, scripts, fonts, icons, assets, documentation, AI models, model weights, security tools, backup tools, reporting tools, or similar components licensed by their respective rights holders under their own terms, including open-source, free-software, proprietary, commercial, platform, marketplace, or model-license terms.

“Third-Party Notices” means notices, attribution materials, license texts, and other materials that HuoPuo is legally required, or expressly agrees in writing, to make available for Identified Components. Third-Party Notices may be provided through the Software, Documentation, an Order, a notice file, or another HuoPuo-designated compliance channel.

“Open-Source Notices” means Third-Party Notices for Third-Party Components licensed under open-source, free-software, copyleft, source-available, or similar licenses, to the extent such notices are legally required or expressly provided by HuoPuo in writing.

“Customer Data” means data provided to, or generated within, the Software by or on behalf of Customer in the course of Customer's authorized use of the Software, including Customer-owned business records, transactions, computed records, reports, entries, attachments, documents, and exports contained in a database, export, attachment repository, or backup file. Customer Data does not by itself include HuoPuo Proprietary Materials, license status data, deployment identity data, support-entitlement data, operational telemetry, security logs, performance metrics, diagnostic information, or de-identified or aggregated information to the extent permitted by applicable law and the applicable written agreement. Excluding a category of information from this definition does not affect any obligation that applies under applicable data-protection law to information within that category that constitutes personal data.

“Licensed Scope” means the permitted deployment, user count, instance count, module scope, subscription scope, business scope, territory, term, environment, support scope, appliance scope, database scope, or other usage limits stated in the applicable Order.

“Database Backup” means a backup, snapshot, dump, restoration copy, or other recovery copy of a Customer database containing Customer Data and, where applicable, database structures or technical materials necessary for authorized restoration. A Database Backup is distinct from the appliance, virtual machine, container, protected runtime environment, or other HuoPuo deployment into which it may be restored. A standard readable Customer Data export that is not designed or designated for restoration is not a Database Backup unless HuoPuo expressly identifies it as such.

“Production Appliance” means an authorized HuoPuo appliance, virtual machine, container, protected deployment, or other environment designated under the applicable Order, license controls, or HuoPuo written authorization for Customer’s live production operation within the Licensed Scope. For the recovery rules in Sections 8 and 10, the Production Appliance is the authorized live production environment affected by the applicable restoration or recovery process.

“Recovery Appliance” means a temporary, non-production HuoPuo appliance, virtual machine, container, protected deployment, or other environment authorized solely for restoration, restore testing, verification, migration, cut-over, data recovery, or export. A Recovery Appliance is not an additional production license and may not be used for ongoing, parallel, standby-production, branch, hosted, or other live commercial production operation unless HuoPuo expressly redesignates it in writing or through applicable license controls as a Production Appliance.

“Archival Access Mode” means a limited, non-production, read-only and export-only access mode or other technical mechanism designated by HuoPuo after production-use rights end, solely to permit Customer to view, search, display, or export Customer Data and records as provided in Section 18. Archival Access Mode does not permit new transaction processing, configuration changes, new integrations, new production users, or other production operation.

“Customer,” “Recipient,” and “you” mean the person or entity that enters into an Order with HuoPuo or otherwise accepts this EULA, whether on its own behalf or through an authorized representative.

“Authorized User” means an employee, contractor, consultant, reseller, hosting provider, system administrator, developer, implementer, auditor, or other individual or entity that Customer permits to access or use the Software within Customer's Licensed Scope. Customer is responsible for each Authorized User's compliance with this EULA and for their acts and omissions in connection with the Software as if they were Customer's own. Nothing in this EULA creates a direct contractual relationship between HuoPuo and an Authorized User who has not independently accepted this EULA or an applicable Order.

“Client Application” means any HuoPuo web, mobile, desktop, module-specific, standalone, offline, synchronization-enabled, or other client software or interface that accesses, displays, stores, synchronizes, or interacts with authorized HuoPuo functionality, Customer Data, a HuoPuo server, a HuoPuo appliance, a customer-controlled environment, or a central HuoPuo database.

“DPA” means any data processing agreement, data protection addendum, privacy addendum, or similar written agreement between HuoPuo and Customer that governs processing of personal data, including any HuoPuo Data Processing Addendum made available through HuoPuo legal materials, a customer portal, an applicable Order, or another location or method designated by HuoPuo in writing.

“Identified Component” means a Third-Party Component that is specifically identified by HuoPuo in applicable Third-Party Notices, Open-Source Notices, a written agreement, a notice file, or another HuoPuo-designated compliance material. A general reference to a license family, technology category, possible component, third-party vendor, industry platform, migration source, or comparison context does not by itself make that item an Identified Component.

“Order” means a written ordering, subscription, licensing, implementation, support, hosting, service, or other transaction document between HuoPuo and Customer that expressly identifies or incorporates this EULA, including an order form, statement of work, or master agreement, but excluding a DPA except where this EULA expressly states otherwise.

“Operational Data” means license-status data, deployment-identity data, activation data, entitlement data, version data, support-status data, security events, diagnostic data, performance metrics, and other technical or administrative information reasonably necessary for license administration, security, product integrity, support, service delivery, and legal compliance. Operational Data does not include Customer business records merely because those records are stored in or processed by the Software, and any Operational Data that constitutes personal data remains subject to applicable data-protection law and the applicable privacy terms.

“Customer Confidential Information” means non-public information disclosed by or on behalf of Customer that is marked confidential or that a reasonable recipient should understand to be confidential given its nature and the circumstances of disclosure, excluding information that is publicly available without breach, lawfully known without restriction, lawfully received from a third party without restriction, or independently developed without use of Customer Confidential Information.

“Business Day” means Monday, Tuesday, Wednesday, Thursday, or Friday, excluding any official public holiday generally observed in the United Arab Emirates.

“Day” means a calendar day. A reference to a number of days means consecutive calendar days unless the term “Business Day” is expressly used.

Back to contents ↑

2. Proprietary Ownership and Reserved Rights

As between HuoPuo and Customer, HuoPuo Proprietary Materials are proprietary materials of HuoPuo and, where non-public, may also constitute confidential information and trade secrets.

Except for clearly identified Third-Party Components and materials HuoPuo expressly releases under another license, HuoPuo Proprietary Materials are not offered by HuoPuo under an open-source license.

Except for rights expressly granted in writing by HuoPuo, all ownership and intellectual-property rights in HuoPuo Proprietary Materials are reserved by HuoPuo to the maximum extent permitted by applicable law.

No Customer, Recipient, partner, contractor, reseller, consultant, hosting provider, system administrator, developer, implementer, auditor, or other person receives ownership of HuoPuo Proprietary Materials by possession, delivery, access, installation, deployment, demonstration, support access, backup, hosting, technical availability, audit access, evaluation, testing, or use.

Except for Customer Data, Customer Confidential Information, and materials that an applicable Order expressly identifies as Customer-owned deliverables, all software, modules, enhancements, customizations, configurations, workflows, reports, integrations, templates, Documentation, and other development deliverables created by or for HuoPuo, including those created in response to a Customer request, suggestion, specification, or funded engagement, are HuoPuo Proprietary Materials to the extent HuoPuo owns or controls the applicable rights. Such deliverables are not assigned to Customer unless an applicable Order expressly states otherwise in writing. They are licensed to Customer under this EULA and the applicable Order. HuoPuo may generalize, adapt, reuse, incorporate, and make such deliverables available to other customers or in HuoPuo products generally, provided that HuoPuo does not disclose or reuse Customer Data or Customer Confidential Information in a manner inconsistent with the applicable written agreement. Generalized functionality, industry-standard processes, concepts, methods, skills, and know-how that do not disclose Customer Confidential Information remain available to HuoPuo.

Fallback Assignment and Further Assurances. Except for Customer Data, Customer Confidential Information, and Customer-owned deliverables expressly identified in an applicable Order, to the extent Customer now owns or later acquires any right, title, or interest in a development deliverable described in the preceding paragraph that would otherwise prevent or restrict HuoPuo from owning, using, adapting, commercializing, licensing, or enforcing that deliverable as contemplated by this EULA, Customer hereby assigns that right, title, and interest to HuoPuo, including by present assignment of future rights to the extent permitted by applicable law. To the extent any such assignment is ineffective, unavailable, or requires a further instrument, Customer grants HuoPuo, pending completion of the assignment, a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to exercise and authorize all rights necessary for those purposes, and Customer will execute and procure the execution of reasonable further documents, waivers, consents, and assurances requested by HuoPuo to give effect to this allocation. This paragraph does not transfer Customer Data, Customer Confidential Information, or any deliverable that an applicable Order expressly identifies as Customer-owned.

Development, modification, extension, and customization of HuoPuo Proprietary Materials may be performed only by HuoPuo or by persons HuoPuo engages or expressly authorizes in writing, and HuoPuo may coordinate and contract with development resources of its choosing. HuoPuo may accept, decline, prioritize, schedule, or discontinue any development, feature, or customization request at its sole discretion, and no obligation to develop, deliver, or maintain any feature, module, or customization exists unless expressly stated in a written Order. Functionality not delivered and described in the Documentation is not promised, as stated in Sections 3 and 19.

Source-Code Escrow. No source-code escrow, source deposit, release arrangement, or access to HuoPuo source code is included in the license or fees unless an applicable Order expressly states otherwise. If HuoPuo agrees to an escrow arrangement, it will be governed solely by a separate written escrow agreement or an escrow schedule expressly incorporated into an applicable Order and accepted by HuoPuo, at Customer’s cost unless that document expressly states otherwise. Any escrow deposit may exclude Third-Party Components, credentials, passwords, encryption keys, signing keys, security-sensitive materials, and materials that HuoPuo is not legally entitled to deposit. Release events, beneficiary rights, verification procedures, deposit-update frequency, fees, and permitted post-release use must be expressly defined in the applicable escrow document. A release does not transfer ownership of HuoPuo Proprietary Materials and grants only the limited rights expressly stated in the escrow document, subject to applicable Third-Party Component licenses, confidentiality, security requirements, and non-waivable law. Insolvency, a support dispute, change of control, delay, service interruption, or any other circumstance does not create an implied escrow, source-code-delivery, or source-code-access right.

Back to contents ↑

3. Limited License Grant

Subject to the applicable Order and this EULA, HuoPuo grants Customer a limited, non-exclusive, non-transferable except as expressly permitted under Section 26, non-sublicensable license to use the applicable HuoPuo Proprietary Materials solely within the Licensed Scope and solely for the authorized business or commercial purpose stated in the applicable Order, unless the Order expressly states otherwise.

If Customer receives or accesses the Software without an applicable Order, the license granted under this Section 3 is limited to internal, non-production evaluation for thirty (30) days or such other period as HuoPuo states in writing. Evaluation use does not include production processing, customer-facing use, resale, hosting, managed-service use, or commercial operation unless HuoPuo expressly authorizes it in writing.

Notwithstanding Section 4(a), Customer may create and retain a reasonable number of backup and disaster-recovery copies of the Software and of any authorized appliance, virtual-machine, container, or deployment image within the Licensed Scope, solely for archival, business-continuity, restore-testing, and restoration purposes. All such copies remain HuoPuo Proprietary Materials subject to this EULA, and Customer must protect them with measures no less protective than those applied to the production deployment. Nothing in this EULA limits Customer's rights in backups of Customer Data.

HuoPuo makes evaluation of the Software available before purchase, including through the evaluation license described in this Section 3 or an evaluation, test, or demonstration environment made available by HuoPuo. Customer is responsible for evaluating, before entering into an Order, all functionality, modules, workflows, reports, integrations, performance characteristics, and deployment models material to Customer’s purchase decision, and for requesting an extended or expanded evaluation from HuoPuo where needed. Each Order is entered into on the basis of Customer’s own evaluation and the Documentation as they exist at the time of the Order.

The Software is licensed in its current state as described in the Documentation. Functionality, features, modules, integrations, or capabilities that are not included in the Software and described in the Documentation at the time of the applicable Order are not promised, owed, or part of the licensed scope unless expressly committed in a written Order. Statements about possible future functionality, roadmaps, previews, prototypes, demonstrations, announcements, press releases, marketing materials, or concepts, whether made publicly or privately and whether made by HuoPuo or its personnel, resellers, or partners, are informational only, may change or be withdrawn at any time, and do not create any obligation, warranty, or right, even where a feature has been publicly announced.

Evaluation licenses and evaluation instances or environments of the Software (each, a “Test Appliance”) are provided for testing and evaluation only and must not be used for production operation, live business records, or any data Customer cannot afford to lose. Upon expiration of the evaluation period stated in this Section 3 or the applicable Order, the Test Appliance or evaluation environment automatically deactivates, and the environment and any data, configurations, or customizations within it may be automatically, permanently, and irretrievably deleted or rendered inaccessible, without any obligation of HuoPuo to preserve, export, recover, or restore them. The evaluation expiration date is communicated through the product, the Documentation, or the applicable Order where technically practicable, and no further notice is required before expiration takes effect. No right exists to migrate data, configurations, customizations, or settings from a Test Appliance or evaluation environment to a production environment, to convert an evaluation license into a production license, or to transfer an evaluation license or Test Appliance to any other person or environment, except as expressly stated in a written Order.

No rights are granted by implication, possession, access, installation, deployment, delivery, evaluation, demonstration, backup, testing, hosting, review, audit, support access, appliance delivery, virtual-machine delivery, container delivery, or delivery of files.

Back to contents ↑

4. Restrictions

Except as expressly permitted by an applicable Order, by this EULA, by non-waivable law, or by the license of an Identified Component, Customer may not:

(a) copy, reproduce, publish, disclose, distribute, sublicense, resell, lease, transfer, or make available HuoPuo Proprietary Materials;

(b) modify, adapt, translate, extract, separate, merge, reuse, or create derivative works from HuoPuo Proprietary Materials, or use non-public HuoPuo Proprietary Materials to develop, support, train, benchmark, market, or commercialize a competing or substitute product or service;

(c) reverse engineer, decompile, disassemble, decode, inspect, bypass, disable, circumvent, or attempt to discover source code, technical architecture, internal logic, database structure, workflows, license mechanisms, encryption mechanisms, security controls, protected runtime configuration, or proprietary methods;

(d) remove, obscure, alter, misrepresent, or conceal HuoPuo notices or required third-party notices, except as necessary to comply with an applicable Third-Party Component license or non-waivable law;

(e) use the Software outside the Licensed Scope, outside the authorized deployment model, or after expiration, suspension, or termination of the applicable license or agreement;

(f) provide hosting, managed services, outsourcing, service-bureau, white-label, sublicensed, public-demonstration, or third-party access using HuoPuo Proprietary Materials unless expressly authorized in writing by HuoPuo;

(g) clone, snapshot, publish, transfer, resell, or make available any encrypted appliance, virtual machine, container image, backup image, deployment image, license file, activation material, or protected runtime configuration except as expressly permitted under Section 3 or expressly authorized in writing by HuoPuo; or

(h) use automated tools, scraping, extraction, AI systems, machine-learning systems, reverse-engineering systems, vulnerability-analysis systems, or comparable methods to copy, reconstruct, imitate, extract, train on, or create substitute materials based on HuoPuo Proprietary Materials without prior written authorization from HuoPuo.

The restrictions in this section do not limit rights that apply to an Identified Component under its own license or under non-waivable law. Any such exception applies only to the Identified Component and only to the extent required.

Back to contents ↑

5. Third-Party Components and Required Notices

The Software may use, link to, depend on, interoperate with, embed, include, be installed on, or be distributed together with Third-Party Components.

Each Third-Party Component remains subject to its own applicable license terms, notices, restrictions, permissions, attribution requirements, source-code obligations, modification rights, redistribution rights, reverse-engineering allowances, relinking rights, installation-information obligations, trademark rules, patent provisions, disclaimers, ownership rights, and other applicable conditions.

Nothing in this EULA narrows, overrides, conflicts with, or replaces rights or obligations that apply to an Identified Component under its own license.

Where a Third-Party Component license or applicable law requires HuoPuo to provide specific notices, license texts, attributions, corresponding source, written source offers, relinking materials, replacement materials, installation information, or similar materials, HuoPuo will make the legally required materials available in a manner permitted by that license or law. HuoPuo will maintain component-level compliance records reasonably sufficient to identify the obligations applicable to Third-Party Components that HuoPuo conveys with the Software.

Any internal compliance record, component register, bill of materials, source-compliance record, legal analysis, technical assessment, or similar internal material maintained by HuoPuo does not, merely because it exists or is referenced in this EULA, create any Customer inspection, disclosure, audit, discovery, delivery, or access right except to the extent such right is expressly granted in an applicable Order, required by an applicable license governing an Identified Component, required by mandatory law, or ordered by a competent authority in accordance with applicable procedure.

HuoPuo may make additional third-party, security, vulnerability-management, or supply-chain information available at its discretion, under a written agreement, procurement process, legal requirement, or HuoPuo-designated compliance channel. Unless expressly required by an applicable Third-Party Component license, applicable law, or a written agreement, this EULA does not require HuoPuo to publish or provide any particular component list, bill of materials, source package, relinking package, replacement package, installation package, or assurance report.

The presence of a component in compliance documentation does not transfer ownership of that component to HuoPuo and does not transfer ownership of HuoPuo Proprietary Materials to the third-party rights holder. Conversely, a defensive, comparative, migration-related, or trademark reference to a third-party product or vendor does not make that product or vendor an Identified Component.

Any additional disclosure by HuoPuo may be conditioned on confidentiality, security, legal, procurement, or commercial requirements and may exclude source code, contributor identities, contractor identities, sensitive internal records, and other non-public materials where disclosure is not legally required or expressly agreed in writing.

Back to contents ↑

6. Open-Source License Treatment and Component Boundary

Open-source and free-software permissions and obligations apply to the relevant Third-Party Component according to its own license. Those permissions do not convert HuoPuo Proprietary Materials into open-source software unless HuoPuo expressly releases those HuoPuo-owned materials under an open-source license.

The applicable permissive license, not this EULA, governs use of permissively licensed Identified Components. Permissively licensed components may be used in commercial, proprietary, encrypted, appliance-based, private-cloud, offline, or controlled deployments to the extent permitted by the applicable license, provided that required copyright notices, license texts, attribution notices, patent notices, modification notices, disclaimers, and other required notices are preserved where required.

LGPL-covered components are subject to the legally applicable LGPL requirements for those Identified Components. To the extent required by the applicable LGPL license, HuoPuo permits reverse engineering, debugging, modification, relinking, replacement, or installation activities solely for the identified LGPL-covered component and solely to the extent necessary to exercise rights granted by that LGPL license. HuoPuo will make available the materials legally required by the applicable LGPL license for the relevant Identified Component, if any, by a method permitted by that license.

GPL-covered and AGPL-covered Identified Components are subject to the applicable GPL or AGPL terms, including corresponding-source, conveying, notice, installation-information, and, for AGPL-covered modified programs where applicable, remote-network-interaction obligations. Proprietary restrictions in this EULA do not apply to covered code in a manner that conflicts with the applicable license. The scope of any copyleft obligation depends on the specific component, license version, modification status, technical combination or linking method, manner of conveyance or network use, and applicable law.

HuoPuo Proprietary Materials are licensed only under this EULA and the applicable Order. Third-Party Components are licensed only under their own applicable licenses. The legal status of an interaction between HuoPuo Proprietary Materials and a Third-Party Component depends on the applicable license terms, technical integration method, modification status, distribution model, linking or embedding method, network interaction, and applicable law.

If there is a conflict between this EULA and a mandatory third-party, free-software, open-source, or proprietary license obligation that legally applies to an Identified Component, the third-party license controls only for that Identified Component and only to the extent required. HuoPuo Proprietary Materials remain proprietary to the maximum extent permitted by applicable law.

Back to contents ↑

7. Controlled Deployment and Protected Runtime Environments

HuoPuo may distribute Software through controlled deployment models, including appliances, virtual machines, containers, hardened images, offline deployments, encrypted deployments, encrypted databases, encrypted backups, protected module repositories, controlled runtime environments, or other protected environments. Such measures may be used for product integrity, cybersecurity, confidentiality, deployment control, trade-secret protection, license enforcement, anti-tamper protection, supportability, and protection of HuoPuo Proprietary Materials.

Controlled deployment measures do not limit non-waivable rights that apply to an Identified Component under its own license.

If HuoPuo conveys an Identified Component in a manner that legally requires notices, license texts, source materials, relinking materials, replacement materials, installation information, or similar materials, HuoPuo will make the required materials available by a method permitted by the applicable license.

Nothing in this section grants any right to access, decrypt, copy, modify, reverse engineer, redistribute, resell, sublicense, or continue using HuoPuo Proprietary Materials.

Back to contents ↑

8. Database Backups, Production Appliances, Recovery Appliances, and Restoration

A Database Backup is separate from the Production Appliance, Recovery Appliance, virtual machine, container, protected runtime environment, or other HuoPuo deployment into which it may be restored. The database or backup contains Customer Data, while the appliance or protected runtime contains or embodies HuoPuo Proprietary Materials and technical controls. Possession of one does not transfer ownership of the other.

Database Backups may contain Customer Data. Customer retains its rights in Customer Data as provided in this EULA, the applicable Order, any applicable DPA, and applicable law. Deactivation, expiration, suspension, retirement, or deletion of an appliance does not, by itself, transfer ownership of Customer Data or extinguish Customer’s rights in an independently retained Database Backup.

Database Backups, encrypted backups, snapshots, restoration copies, and related recovery materials may also contain, reflect, depend on, or reveal HuoPuo Proprietary Materials, including database schema design, metadata structures, migration logic, business-rule structures, configuration logic, license mechanisms, encryption mechanisms, backup mechanisms, protected runtime configuration, technical architecture, and proprietary methods.

Customer may create and restore Database Backups as permitted under Section 3. Possession, access, receipt, export, restoration, or recovery of a Database Backup, encrypted backup, snapshot, appliance image, virtual-machine image, container image, or recovery material does not grant any right to decrypt, extract, copy, modify, reverse engineer, reconstruct, redistribute, resell, sublicense, disclose, publish, benchmark, train on, or create derivative works from HuoPuo Proprietary Materials, except through functionality provided by the Software for authorized backup, restoration, export, and archival access within the Licensed Scope or Section 18, or to the extent expressly authorized in writing by HuoPuo or required by non-waivable law or an applicable Third-Party Component license.

Encrypted Database Backups, protected backup images, snapshots, appliance backups, virtual-machine backups, container backups, and other protected recovery materials designated by HuoPuo may be encrypted and technically bound to an authorized HuoPuo deployment. Such protected recovery materials may be unreadable, unrestorable, or unusable outside an authorized HuoPuo deployment or HuoPuo-designated archival or recovery mechanism. This is an intentional protective control designed to protect Customer Data and HuoPuo Proprietary Materials against unauthorized access, copying, tampering, or use and is not, by itself, a defect, failure, or breach. Standard Customer Data exports created through documented export functionality are not treated as protected recovery materials solely because they were generated by the Software, unless HuoPuo expressly identifies the particular export format or file as encrypted or technically protected.

Customer may restore a Database Backup directly into the authorized Production Appliance through supported or authorized restoration functionality. Restoration directly into the authorized Production Appliance does not, by itself, create a duplicate deployment, Recovery Appliance, or additional production instance and does not trigger the temporary Recovery Appliance restrictions or duplicate-deployment enforcement described below. No data is deleted merely because Customer restores a Database Backup directly into the authorized Production Appliance.

Where Customer requires a separate environment for restoration, restore testing, verification, migration, cut-over, data recovery, or export while the Production Appliance remains available, HuoPuo may authorize a temporary Recovery Appliance. A Recovery Appliance is a non-production environment and may coexist with the Production Appliance only for the authorized recovery period and only for the authorized recovery purpose.

Unless an applicable Order or HuoPuo’s written authorization expressly provides otherwise, a Recovery Appliance may remain active for no more than fifteen (15) days from activation or restoration (the “Recovery Period”). HuoPuo may extend the Recovery Period in writing where a migration, disaster recovery, or cut-over reasonably requires additional time. The Recovery Appliance must not be used for live or parallel production processing during the Recovery Period.

For purposes of this Section 8, a “Recovery Event” means a specific recovery incident, disaster, planned migration, cut-over, restore test, or other specifically identified recovery objective affecting a particular Production Appliance, or a specifically identified group of Production Appliances that HuoPuo expressly authorizes in writing to be treated as one Recovery Event. Creating, re-creating, restoring, replacing, deleting and re-creating, reauthorizing, or issuing a subsequent Recovery Appliance does not restart the Recovery Period for the same Recovery Event. Unless HuoPuo expressly authorizes otherwise in writing, all Recovery Appliances and replacement or successive Recovery Appliances associated with the same Recovery Event share a single cumulative Recovery Period of fifteen (15) days measured from the first relevant activation or restoration for that Recovery Event. A later incident affecting the same Production Appliance constitutes a new Recovery Event only where it is materially distinct in cause or recovery objective and is not a continuation, workaround, recurrence, staged rollout, branch-by-branch implementation of the same recovery objective, or an attempt to extend the earlier Recovery Period. HuoPuo may extend the cumulative Recovery Period in writing at its discretion and may, acting reasonably by reference to deployment and technical records, determine whether particular Recovery Appliances form part of the same Recovery Event.

Customer must not use a Recovery Appliance as a substitute, secondary, parallel, standby-production, branch, hosted, service-bureau, or other commercial production environment. Customer accepts that transactions, attachments, configurations, changes, or other information created or stored solely within a Recovery Appliance are temporary and may be permanently lost when that Recovery Appliance expires, is retired, or is deleted. Customer must export or otherwise preserve any Customer Data it is authorized and required to retain before the Recovery Period ends.

Where the recovery or migration process requires the restored environment to become the continuing production environment, HuoPuo may expressly redesignate the Recovery Appliance as the new Production Appliance through written authorization or applicable license controls. Once the redesignation is effective and the former Production Appliance has been retired or otherwise brought within the Licensed Scope, the redesignated Production Appliance is no longer treated as a Recovery Appliance for deletion under this Section.

Upon expiration of the Recovery Period, a Recovery Appliance is designed to deactivate and, where the applicable deployment model and technical controls support lifecycle deletion, may be permanently and irretrievably deleted together with the restored copy of the database and any temporary configurations, attachments, transactions, or other information stored within that Recovery Appliance. Customer expressly acknowledges and accepts this lifecycle for a Recovery Appliance. Because the Recovery Period and lifecycle are stated in this EULA and may also be displayed through the Software, Documentation, or applicable Order, no additional notice is required before automatic deactivation or lifecycle deletion except to the extent an applicable Order, an applicable DPA, or mandatory law requires otherwise. Where HuoPuo processes personal data on Customer’s behalf in the Recovery Appliance, any HuoPuo-controlled deletion remains subject to the applicable DPA and mandatory data-protection law.

Deletion or destruction under the preceding paragraph applies only to the Recovery Appliance and the copy of data or materials stored within that Recovery Appliance. It does not authorize deletion of the authorized Production Appliance, the production database stored within the Production Appliance, or Customer’s independently retained Database Backups or standard Customer Data exports.

If a Recovery Appliance remains active beyond the Recovery Period, the automatic technical enforcement controls described in Section 10 may deactivate or delete the expired Recovery Appliance and may temporarily suspend or deactivate the Production Appliance until the unauthorized parallel condition has been resolved and license validation confirms that the deployment is again within the Licensed Scope. Any such suspension or deactivation of the Production Appliance does not authorize deletion of the production database or Customer Data stored in the Production Appliance.

Customer bears sole responsibility for retiring or permitting deletion of every expired Recovery Appliance, maintaining independent and verified Database Backups before restoration, preserving records Customer is required to retain, and exporting any Customer Data that exists only in a Recovery Appliance before the Recovery Period ends. To the maximum extent permitted by applicable law, HuoPuo is not responsible or liable for deletion, loss, corruption, unavailability, interruption, recovery cost, business interruption, regulatory consequence, or other damage to the extent resulting from Customer’s unauthorized production use of a Recovery Appliance, Customer’s failure to preserve data stored solely in a Recovery Appliance, or Customer’s failure to maintain adequate independent Database Backups and exports.

Customer should retain independently readable exports of critical records where Customer’s continuity, audit, tax, accounting, legal, or regulatory requirements call for records that can be read without restoring a Database Backup into a HuoPuo deployment. Section 18 provides additional post-term archival and export protections without granting continued production-use rights.

Customer is responsible for protecting backup credentials, encryption keys under Customer’s control, access credentials, recovery media, restored environments, administrative accounts, backup storage, and backup access controls, except to the extent a written agreement expressly assigns such responsibility to HuoPuo. Unless expressly agreed in writing, HuoPuo is not responsible for Customer’s backup frequency, backup retention, backup storage location, key management, restore testing, disaster-recovery planning, business-continuity planning, regulatory archiving, or backup compliance obligations. Customer is responsible for verifying that its Database Backups are complete and restorable and for periodically testing them through authorized restore tests.

Back to contents ↑

9. Client Applications and Platform Distribution

HuoPuo Proprietary Materials may be made available through central-server deployments, private-cloud deployments, offline deployments, encrypted appliances, virtual machines, containers, web applications, mobile applications, desktop applications, module-specific client applications, standalone client applications, operating-system-specific applications, or other client software.

A Client Application may provide access to selected HuoPuo functionality, workflows, reports, forms, approvals, notifications, dashboards, offline functions, synchronization functions, or user-interface components while connecting to a central HuoPuo database, HuoPuo server, HuoPuo appliance, customer-controlled environment, or other authorized backend environment.

Unless an applicable Order expressly states otherwise, each Client Application is licensed only as a client interface to the authorized HuoPuo environment and does not grant any independent right to access, copy, extract, modify, reverse engineer, reproduce, redistribute, resell, sublicense, host, emulate, imitate, reconstruct, or create derivative works from HuoPuo Proprietary Materials, APIs, database structures, workflows, synchronization logic, offline logic, security logic, user-interface logic, business logic, prompts, AI workflow instructions, or proprietary methods.

Any local cache, offline data store, synchronization file, encrypted local storage, mobile database, desktop database, token, credential, license file, configuration file, backup file, or temporary file created or used by a Client Application is provided only for authorized operation within the Licensed Scope.

Customer is responsible for controlling user devices, mobile-device management, endpoint security, operating-system updates, device access controls, lost-device procedures, credential protection, user permissions, network access, backup settings, local-storage settings, and synchronization settings, except to the extent a written agreement expressly assigns such responsibility to HuoPuo.

Where a Client Application supports payment acceptance, point-of-sale, or similar transaction functionality, Customer is responsible for selecting and contracting with its payment service provider, acquirer, gateway, or processor unless an applicable Order expressly states that HuoPuo provides or resells such service. The legal role of each party in relation to transaction or personal data is determined by the actual processing arrangement, applicable law, and the applicable DPA or privacy documentation; this EULA does not recharacterize a party’s legal role where applicable law provides otherwise.

The Client Application invokes the payment provider's interface and is not designed to capture, transmit, process, or store cardholder data, primary account numbers, magnetic-stripe or chip data, card verification values, or authentication data. Payment card data is handled by the payment provider under its own standards and certifications, and Customer, as the merchant, is responsible for its own obligations under applicable payment-card industry standards, acquirer rules, and law. HuoPuo makes no representation that Customer's overall payment environment is compliant with any payment-card standard.

Where the Software provides electronic-invoicing, tax-reporting, or fiscalization functionality for a particular jurisdiction, the applicable functionality and its scope are as described in the Documentation and the applicable Order. Customer remains responsible for its own registration, onboarding, credentials, certificates, master data, tax determinations, filing or submission obligations, and continued compliance with requirements that apply directly to Customer. HuoPuo remains responsible for obligations that applicable law imposes directly on HuoPuo in its capacity, if any, as a software provider, platform provider, accredited service provider, processor, intermediary, or other regulated role, and no disclaimer in this EULA excludes such non-waivable obligations.

HuoPuo Client Applications may be distributed through third-party application stores, device platforms, operating systems, marketplaces, enterprise deployment systems, mobile-device-management systems, sideloading mechanisms, or other distribution channels. Use of such channels may be subject to additional third-party platform terms. Nothing in this EULA transfers ownership of HuoPuo Proprietary Materials to any app store, marketplace, platform provider, operating-system provider, device manufacturer, or third-party distribution channel.

If a Client Application is distributed through a third-party application store or marketplace whose rules require minimum end-user license terms, and HuoPuo uses this EULA as a custom end-user license agreement for that distribution, Customer acknowledges, to the extent required by the applicable platform rules, that: (a) this EULA is between HuoPuo and Customer, not the platform provider; (b) the license is limited to use of the Client Application on devices and platforms permitted by the applicable platform usage rules; (c) the platform provider has no obligation to provide maintenance or support for the Client Application; (d) HuoPuo, not the platform provider, is responsible for addressing product claims, warranty claims, legal-compliance claims, consumer-protection claims, privacy claims, and intellectual-property claims relating to the Client Application or Customer’s possession or use of it, except to the extent mandatory law provides otherwise; (e) Customer must comply with applicable third-party terms when using the Client Application; (f) to the extent required by the applicable platform rules and applicable law, Customer represents that it is not located in a country subject to a relevant government embargo or designated as supporting terrorism, and is not listed on any relevant government restricted-party list; and (g) the platform provider and its subsidiaries are third-party beneficiaries of this paragraph and may enforce it against Customer. If HuoPuo elects to rely on a platform provider’s standard end-user license terms for a specific distribution channel, those platform terms may apply to that distribution to the extent stated by the platform or the applicable listing.

For clarity, where an applicable application-store, marketplace, operating-system, device-platform, or distribution-channel rule requires HuoPuo, as the developer or licensor of a particular Client Application distributed through that channel, to assume or address a specified product, warranty, legal-compliance, privacy, consumer, or intellectual-property responsibility, HuoPuo will do so only for that Client Application, only for that distribution channel, and only to the extent required by the applicable platform rule, applicable Order, or mandatory law. No such platform-specific requirement creates a broader duty to defend, indemnify, reimburse, compensate, or hold harmless Customer in relation to other Software, deployments, services, or claims. Except to that required extent, Section 20 governs third-party intellectual-property claims.

Back to contents ↑

10. License Verification and Operational Data

HuoPuo Proprietary Materials may include license validation, activation, subscription validation, deployment-integrity, anti-tamper, support-entitlement, recovery-lifecycle, or related verification functions.

In HuoPuo’s standard commercial configuration, ordinary license-validation functions are designed to validate license status, deployment identity, Licensed Scope, support status, subscription status, Production Appliance identity, Recovery Appliance status, and deployment integrity.

Unless separately authorized by written agreement, applicable law, support request, customer-administered configuration, or other authorization documented in writing, ordinary license-validation functions are not designed to access, read, collect, modify, or transmit Customer business records, accounting entries, payroll records, inventory records, operational transactions, documents, attachments, or other Customer Data.

Except as separately agreed or reasonably required for support, security, legal compliance, recovery, archival access, or service delivery under a written agreement, HuoPuo does not ordinarily require access to Customer Data for ordinary license validation.

The categories of data processed by license-validation and operational-integrity functions are described in the Documentation and, for personal data, in Section 25, the applicable DPA, and applicable privacy notices.

A failed license validation, expired license, suspected unauthorized use, or material integrity issue may restrict functionality as described in this EULA or the applicable Order. Except where required by law, technically unavoidable, or reasonably necessary to address a material security, legal, intellectual-property, integrity, or unauthorized-use risk, a remote deactivation decided and initiated by HuoPuo will not occur without prior written notice. That notice requirement does not apply to automatic technical enforcement controls that operate by design in the circumstances expressly described below or in Section 8. Suspension, including for good-faith fee disputes, is governed by Section 17.

For the purposes of this EULA, a good-faith fee dispute means a specific written objection, raised promptly and before the due date where practicable, to an identified billing error, such as an incorrect amount, a duplicate charge, an agreed discount not applied, a charge for an item not covered by the applicable Order, or a tax or calculation error. It does not include an objection based on Customer’s actual usage being lower than the tier, package, or quantity purchased, on non-use or reduced use, on a change in Customer’s requirements, or on dissatisfaction with functionality described in the Documentation. Customer must pay all amounts not subject to a good-faith fee dispute when due, and the protections stated in Section 17 for a good-faith fee dispute apply only to the specific disputed amount.

The Software may include automatic technical enforcement controls that operate by design and without human intervention, including Production Appliance identity checks, clone and duplication detection, Recovery Appliance lifecycle enforcement, deployment-integrity checks, and anti-tamper verification. These controls may restrict or deactivate unauthorized clone, duplicate, parallel-production, or tampered deployments immediately and without prior notice where they detect use outside the Licensed Scope, circumvention or tampering with license, activation, encryption, or integrity mechanisms, or operation of an expired Recovery Appliance.

Where an authorized Recovery Appliance remains active beyond the Recovery Period stated in Section 8, the automatic controls may deactivate and, where technically supported, permanently delete the expired Recovery Appliance and the restored copy of data stored within it. The controls may also temporarily suspend or deactivate the Production Appliance until the unauthorized parallel condition is resolved. Such suspension or deactivation of the Production Appliance does not authorize deletion of the Production Appliance, the production database, or Customer Data stored within the Production Appliance.

Restoration of a Database Backup directly into the authorized Production Appliance does not, by itself, constitute cloning, duplication, or parallel production and does not trigger Recovery Appliance enforcement. Likewise, a Recovery Appliance that HuoPuo has validly redesignated as the Production Appliance under Section 8 is not subject to Recovery Appliance deletion after the former Production Appliance has been retired or the deployment has otherwise been brought within the Licensed Scope.

Customer is responsible for ensuring that expired Recovery Appliances, unauthorized clones, and other redundant deployments are retired or decommissioned as required by Sections 8 and 17. HuoPuo may require Customer to delete or decommission an unauthorized clone or duplicate deployment as a condition of restoring normal production functionality. Nothing in this Section grants Customer any right to operate more Production Appliances, Recovery Appliances, instances, users, or environments than are permitted by the Licensed Scope.

Where automatic enforcement is triggered by a technical fault rather than a breach or an actual out-of-scope condition, HuoPuo may, at its discretion, investigate the event and may elect to restore affected functionality following verification of Customer’s identity, entitlement, and deployment status. Except for an express remedial obligation that HuoPuo has specifically assumed under Section 19 or an applicable Order, or the limited Replacement Production Appliance Reauthorization obligation stated in the following paragraph, nothing in this Section 10 obligates HuoPuo to re-activate, reissue, replace, restore, recreate, or provide a replacement for any license, activation, appliance authorization, deployment authorization, credential, Production Appliance, Recovery Appliance, protected runtime, or other deployment following loss, damage, replacement, corruption, deletion, expiration, suspension, enforcement, technical failure, or other interruption. Any investigation, restoration, reactivation, replacement, recovery, or other remedial action is subject to HuoPuo’s prior approval, verification of identity and entitlement, technical feasibility, security and integrity checks, the then-current Licensed Scope, payment of all applicable fees and outstanding amounts, applicable support and commercial terms, and any other conditions HuoPuo reasonably requires. No response, investigation, restoration, reactivation, replacement, recovery, or service timeframe is guaranteed unless an applicable Order expressly states otherwise or mandatory law requires otherwise.

Limited Replacement Production Appliance Reauthorization. Notwithstanding the preceding paragraph, during an active paid license term, if an authorized Production Appliance becomes permanently unusable because of physical loss, destruction, or hardware failure and Customer is not in material breach affecting its entitlement, HuoPuo will, after reasonable verification of Customer’s identity, payment status, Licensed Scope, the affected deployment, and retirement, disablement, or invalidation of the former Production Appliance, reissue or reauthorize the remaining license entitlement for one supported replacement Production Appliance within the existing Licensed Scope within a commercially reasonable period. HuoPuo may require reasonable technical evidence and controls to prevent duplicate, parallel, or unauthorized simultaneous use. This obligation is limited solely to license and deployment authorization and does not require HuoPuo to provide replacement hardware; recover, host, preserve, restore, or migrate Customer Data; rebuild, install, configure, or validate any environment; reinstall Third-Party Components; provide onsite, implementation, support, or professional services; preserve unsupported versions; waive applicable fees; or meet any service level, response time, recovery-time objective, or recovery-point objective unless expressly stated in an applicable Order. If the former Production Appliance later becomes usable, Customer must not reactivate or use it unless HuoPuo expressly authorizes that use within the Licensed Scope. This limited reauthorization obligation does not apply to expiration, non-renewal, suspension or termination permitted by this EULA, unauthorized cloning, circumvention, prohibited modification, or any event in which reauthorization would violate applicable law, third-party license terms, or security requirements.

Back to contents ↑

11. Customer Data, AI Features, and Feedback

As between HuoPuo and Customer, Customer retains rights in Customer Data, subject to the applicable written agreement and applicable law.

Customer grants HuoPuo a limited, non-exclusive license to process Customer Data solely to provide, maintain, secure, validate, troubleshoot, migrate, export, and support the Software and related services under the applicable written agreement, and only to the extent HuoPuo has access to such Customer Data.

During the term, Customer may export Customer Data using the Software's standard export functionality, subject to the Licensed Scope, Documentation, security controls, applicable law, and the applicable written agreement.

HuoPuo will not use Customer Data to train, fine-tune, or improve any AI or machine-learning model, whether HuoPuo’s or a third party’s, unless Customer gives prior express, affirmative consent through an authorized administrative control or written agreement that identifies the relevant purpose and data use. A general acceptance of this EULA does not by itself constitute consent for AI training.

Customer remains responsible for the data sources, prompts, files, integrations, external services, third-party providers, and features that Customer or its users enable, connect, activate, configure, or use, including any third-party AI service that Customer chooses to connect, activate, or use.

External AI integrations are customer-administered configurations unless the applicable Order states otherwise. HuoPuo may require administrative warnings, enablement confirmations, audit logs, permissions, or other controls before external AI features are activated. Customer is responsible for reviewing the data-handling, training, retention, security, confidentiality, privacy, and sub-processor terms of any third-party AI service selected or enabled by Customer.

Offline, private-cloud, encrypted-appliance, or customer-controlled deployments may use local, private, or customer-selected AI components in accordance with the applicable configuration and written agreement.

Any AI model, machine-learning model, embeddings model, reranking model, model weights, dataset, tokenizer, runtime, or related AI component provided by a third party remains a Third-Party Component unless expressly owned by HuoPuo. HuoPuo-owned prompts, workflow instructions, ERP logic, connectors, permission rules, audit controls, Documentation, training materials, and AI orchestration logic remain HuoPuo Proprietary Materials unless expressly released by HuoPuo under another license.

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, recommendations, comments, or other feedback relating to HuoPuo Proprietary Materials or services (“Feedback”), Customer grants HuoPuo a perpetual, irrevocable, worldwide, royalty-free, transferable right to use, reproduce, modify, and incorporate that Feedback for developing, improving, supporting, documenting, and providing HuoPuo products and services, without attribution or compensation. Feedback excludes Customer Data and Customer Confidential Information and does not authorize HuoPuo to disclose Customer-identifiable confidential information or trade secrets. HuoPuo may nevertheless use generalized ideas, skills, experience, concepts, and know-how that do not disclose Customer Confidential Information. Nothing in this paragraph permits AI training on Customer Data except as expressly authorized in this Section 11.

Back to contents ↑

12. Independent Development and Third-Party Marks

HuoPuo Proprietary Materials may be developed and maintained using employees, contractors, development partners, and modern development tools, including AI-assisted development tools. Use of such personnel or tools does not by itself make HuoPuo Proprietary Materials open source, does not transfer ownership of HuoPuo Proprietary Materials to any third party, and does not grant any person rights not expressly granted in writing by HuoPuo.

HuoPuo’s policy is to develop HuoPuo Proprietary Materials independently and not knowingly to incorporate third-party confidential information, source code, or proprietary materials except for Identified Components or other materials used under valid rights or licenses. Individuals involved in development may possess general skill, knowledge, and professional experience acquired through education, certification, and prior implementation, consulting, integration, or support work involving third-party business software. Use of such general skill, knowledge, and experience does not by itself establish derivation from any third-party product. HuoPuo maintains contractual and compliance measures intended to secure rights in materials developed by employees and contractors and to identify third-party components used in the Software.

HuoPuo is an independent ERP software provider. Except for Identified Components expressly listed in applicable Third-Party Notices, Open-Source Notices, a written agreement, a notice file, or another HuoPuo-designated compliance material, nothing in this EULA states or implies that HuoPuo, HuoPuo Proprietary Materials, Client Applications, modules, appliances, workflows, Documentation, or services are affiliated with, sponsored by, endorsed by, authorized by, certified by, approved by, derived from, based on, or connected with any third-party software provider, open-source project, platform provider, trademark owner, or other technology provider.

All third-party product names, logos, and brands referenced in HuoPuo materials are trademarks or trade names of their respective owners. Such references, if any, are used solely for identification, comparison, migration description, compatibility discussion, customer-request context, or compliance-notice purposes. Except for Identified Components expressly listed in applicable Third-Party Notices, HuoPuo and HuoPuo Proprietary Materials are not affiliated with, endorsed by, sponsored by, certified by, partnered with, licensed by, approved by, reviewed by, or derived from any such third party.

Similarity in business purpose, feature category, terminology, workflow category, user-interface convention, accounting treatment, regulatory requirement, industry practice, database concept, API pattern, mobile-app behavior, reporting concept, operational process, or use of general industry skill, knowledge, and experience by personnel does not by itself establish copying, derivation, infringement, affiliation, endorsement, sponsorship, authorization, partnership, compatibility, certification, approval, or transfer of rights.

Back to contents ↑

13. No Rights Implied by Access and Confidentiality

Access to HuoPuo Proprietary Materials, whether in source-code, object-code, appliance, virtual-machine, container, Documentation, configuration, or any other form, does not transfer ownership and does not grant source-code rights, modification rights, resale rights, redistribution rights, sublicensing rights, derivative-work rights, reverse-engineering rights, decryption rights, appliance-extraction rights, model-training rights, AI-training rights, benchmarking rights, or other rights not expressly granted in writing by HuoPuo.

Non-public HuoPuo Proprietary Materials may include confidential and non-public information of HuoPuo, including source code, object code, architecture, configurations, workflows, internal logic, license mechanisms, encryption mechanisms, security controls, Documentation, technical structures, implementation materials, deployment methods, pricing structures, business methods, AI prompts, AI workflow instructions, support methods, and implementation methods.

Recipients must use non-public materials only within the Licensed Scope for the authorized business or commercial purpose and must protect them from unauthorized access, disclosure, copying, publication, distribution, modification, misuse, reverse engineering, and competitive use.

These obligations do not apply to information that: (a) is or becomes publicly available without breach of this EULA; (b) was lawfully known to the Recipient without restriction before receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the non-public materials. If disclosure is compelled by law or legal process, the Recipient may disclose to the extent required, giving prompt notice to HuoPuo where legally permitted. Recipients will protect non-public materials with at least the degree of care they use for their own similar materials, and no less than reasonable care.

The independent-development exception in this Section 13 does not permit reverse engineering, decryption, circumvention, extraction, copying, or other conduct prohibited by Section 4 or applicable law.

Back to contents ↑

14. Competition, Benchmarking, Public Claims, and Reviews

Unless expressly authorized in writing by HuoPuo, Customer may not use non-public HuoPuo Proprietary Materials to develop, improve, benchmark, train, market, publish, or support a competing product or service.

Customer may not publish benchmarks, performance claims, evaluations, non-public screenshots, screen recordings, AI behavior evaluations, security analysis, internal architecture descriptions, or implementation documents that disclose or are derived from non-public HuoPuo Proprietary Materials, including internal architecture, source code, protected runtime configuration, non-public security controls, or non-public pricing, without prior written authorization, except to the extent such restriction is prohibited by applicable law.

This section does not restrict confidential reporting of an incidentally discovered security issue to HuoPuo as provided in Section 15, including a factual description of the issue reasonably necessary for that confidential report. It does not permit public or third-party disclosure of a security issue.

This section does not restrict ordinary-course customer reviews, comments, testimonials, training references, general descriptions of user experience, or UI screenshots of licensed functionality used in ordinary reviews, provided they do not disclose non-public HuoPuo Proprietary Materials, source code, security controls, confidential architecture, non-public pricing, non-public benchmarks, screenshots prohibited by written agreement, or information obtained through unauthorized access.

This section does not restrict publication of information that relates exclusively to a Third-Party Component, that is required to be disclosed by an applicable open-source or free-software license, or that cannot lawfully be restricted. Nothing in this section prevents lawful fair competition based on independently developed software, publicly available information, or rights that cannot legally be waived.

Customer Reference and Publicity. Unless an applicable Order expressly prohibits it, HuoPuo may identify Customer by its legal or trade name, without using Customer’s logo, in confidential proposals, due-diligence materials, communications with bona fide investors, lenders, insurers, professional advisers, and transaction counterparties, and non-public customer or experience lists, subject to applicable confidentiality obligations. HuoPuo may publicly use Customer’s name, logo, marks, testimonial, case study, or relationship details for promotional or reference purposes only with Customer’s prior written consent, or to the extent Customer has itself publicly announced the relationship and applicable law permits a factual nominative reference. Public promotional use involving a governmental, public-sector, healthcare, educational, financial-services, or other regulated Customer requires prior written consent. Any consent is non-exclusive, limited to the approved purpose and materials, and may be withdrawn prospectively on reasonable written notice unless an applicable Order expressly provides otherwise. No reference or permitted use implies endorsement, sponsorship, certification, or approval.

Back to contents ↑

15. Security Reporting

This EULA does not authorize, invite, or permit security testing, penetration testing, vulnerability research, reverse engineering, decompilation, probing, scanning, or circumvention of HuoPuo Proprietary Materials. An exception exists only to the extent that: (i) HuoPuo expressly authorizes the specific activity and scope in a separate written authorization or published policy; (ii) the activity is permitted for an Identified Component by that component’s applicable license; or (iii) the activity cannot lawfully be restricted or waived under applicable law. Unless HuoPuo separately publishes or issues such authorization, HuoPuo operates no bug bounty, vulnerability-research, penetration-testing, or security-testing program, and no safe harbor, permission, or authorization is implied by this Section 15, by HuoPuo’s receipt of a report, or by publication of a security contact address. The restrictions in Section 4 apply in full, subject only to those limited exceptions.

If, in the course of authorized and ordinary use of the Software within the Licensed Scope, Customer or an Authorized User incidentally becomes aware of a security issue affecting HuoPuo Proprietary Materials, that person must report it promptly and confidentially to security@huopuo.com or another HuoPuo-designated security channel, must not investigate, test, probe, replicate, or explore the issue further beyond what is strictly necessary to describe the incidental observation, must not exploit it, must not access any data or system the person is not authorized to access, and must not disclose it to any third party or publicly except to the extent disclosure cannot lawfully be restricted. Incidental awareness arising in this way, followed by compliance with this paragraph, does not by itself constitute a breach of Section 4 or Section 14.

The limited allowance in the preceding paragraph applies only where the person was using the Software under a valid license and within the Licensed Scope at the time of the incidental discovery. Deliberate testing, scanning, probing, reverse engineering, decompilation, circumvention, or vulnerability research is permitted only to the extent of one of the specific exceptions stated in the first paragraph of this Section 15 and remains subject to every condition and limitation of that authorization, component license, or applicable law. Good faith alone does not enlarge the authorized scope or create a safe harbor. Unauthorized access, persistence, malware, destructive activity, data exfiltration, extortion, commercial exploitation of non-public vulnerability information, or out-of-scope public or third-party disclosure remains prohibited, and HuoPuo reserves all available rights and remedies.

Nothing in this Section 15 or Section 4 restricts an act only to the extent that the act cannot lawfully be restricted or waived, including any non-waivable right of a lawful user to observe, study, test, or decompile software under applicable law. Any such right is limited strictly to the statutory conditions and purpose that create it and does not by itself authorize access to source code, credentials, Customer Data, third-party data, encryption keys, license mechanisms, protected systems, or any conduct beyond what the applicable law specifically protects.

Back to contents ↑

16. Customer Responsibilities; Legacy Systems and Migration

Customer is responsible for its own business data, data entry, accounting treatment, tax treatment, payroll treatment, regulatory filings, user permissions, approval workflows, internal controls, backups, system configuration, access management, operating environment, business decisions, review of outputs, and compliance with laws applicable to Customer's own business.

Customer is responsible for testing and validating HuoPuo configurations, reports, workflows, permissions, integrations, AI-assisted outputs, and system outputs before relying on them for operational, accounting, tax, payroll, legal, regulatory, financial-reporting, employment, or business-decision purposes.

Unless a written agreement expressly states otherwise, HuoPuo does not provide legal, tax, accounting, audit, payroll, cybersecurity, or regulatory advice.

Where Customer deploys or hosts the Software in an environment selected or controlled by Customer or its hosting provider, including on-premises, private-cloud, third-party-cloud, colocation, or offline environments, Customer selects that environment at its own discretion and risk. HuoPuo is not responsible for the availability, capacity, compatibility, connectivity, security, physical protection, regulatory suitability, or performance of the hosting environment, for acts or omissions of Customer’s hosting or infrastructure providers, or for loss, corruption, unavailability, or breach to the extent attributable to the hosting environment, except to the extent HuoPuo expressly provides hosting or managed services under a written agreement.

In customer-controlled, on-premises, private-cloud, and offline encrypted-appliance deployments, Customer ordinarily determines where Customer Data is stored and processed and is responsible for identifying data-localization, residency, sectoral, or in-country hosting requirements that apply directly to Customer. HuoPuo does not transfer, export, replicate, or route Customer Data outside the environment selected by Customer except where Customer requests or enables a service requiring such processing. Nothing in this paragraph excludes obligations that applicable data-protection or sector law imposes directly on HuoPuo in relation to processing that HuoPuo actually performs.

Customer acknowledges that the Software connects to HuoPuo or a HuoPuo-designated service only for license activation, periodic license verification, and updates. These connections process license, activation, deployment-identity, version, and entitlement metadata only, and are not designed to transmit Customer Data or Customer business records. Where Customer is subject to a strict data-localization or restricted-connectivity requirement, Customer must state that requirement in the applicable Order so that the deployment can be configured accordingly, including offline or restricted-connectivity license handling and locally delivered updates where HuoPuo makes such options available. Absent such a statement in the Order, HuoPuo may rely on its standard license-verification and update mechanisms, and HuoPuo is not responsible for a localization requirement that Customer did not state in the Order.

The Software may import, migrate, transform, or receive data exported from Customer's other systems ("Legacy Systems"). Customer is solely responsible for: (a) holding valid licenses and rights for its Legacy Systems; (b) ensuring that any extraction, export, or migration of data, configurations, templates, reports, documents, attachments, customizations, or content from a Legacy System complies with that system's license terms and applicable law; and (c) third-party claims arising from Customer's extraction, export, or migration activities. Migration tooling operates on materials Customer represents it may lawfully migrate. HuoPuo does not access Legacy Systems except as expressly agreed in writing, and HuoPuo does not provide, and Customer will not request, third-party software, patches, support materials, documentation, partner-portal materials, license keys, activation materials, or proprietary materials for any Legacy System.

Insurance. Customer will maintain, at its own cost, insurance required by applicable law and insurance that is commercially reasonable having regard to Customer’s business, deployment model, and the risks arising from its use, operation, hosting, data processing, personnel, and integrations. Depending on the applicable risk, appropriate coverage may include commercial general liability, professional liability or errors-and-omissions, cyber/privacy liability, employers’ liability or workers’ compensation, and property or business-interruption coverage. Specific minimum limits, policy forms, additional-insured requirements, or tail coverage apply only if expressly stated in an applicable Order. Following a material incident or claim, or for a regulated or materially high-risk deployment, HuoPuo may reasonably request a certificate or other reasonable evidence of required coverage. HuoPuo’s receipt or review of insurance evidence does not constitute approval of its adequacy, waive any right, or limit Customer’s liability or indemnification obligations. Nothing in this EULA creates an implied obligation for HuoPuo to maintain any particular type or amount of insurance unless an applicable Order expressly states otherwise.

Limited Non-Solicitation. To the extent permitted by applicable competition and employment law, and only to the extent reasonably necessary to protect service continuity, Customer Confidential Information, HuoPuo confidential information, and Customer-specific implementation or account knowledge, Customer will not, during any period in which a HuoPuo employee or individual contractor is materially and directly involved in Customer’s account in connection with implementation, support, professional services, account management, technical assistance, or other Customer-specific activity, and for six (6) months after that person’s material involvement ends, directly target and solicit that person for employment or individual engagement. This restriction does not prohibit general advertisements, non-targeted recruiter searches, unsolicited applications, contact initiated by the individual without direct or indirect solicitation by Customer, or engagement of a person whose employment or individual engagement with HuoPuo ended at least three (3) months before Customer’s targeted solicitation. This paragraph does not apply to the extent it is prohibited or unenforceable under applicable competition or employment law, does not restrict any individual’s freedom to seek or accept work, and, with respect to each covered person, survives only for the stated six-month period after that person’s material involvement ends.

Back to contents ↑

17. Term, Fees, Taxes, Payment, Suspension, and Termination

The license to use HuoPuo Proprietary Materials begins and continues only for the period authorized in the applicable Order or other written authorization issued or accepted by HuoPuo. Unless an Order expressly states otherwise, each license is granted for an initial term of twelve (12) months commencing on the date HuoPuo receives cleared payment in full for the applicable license, regardless of when Customer installs, activates, accesses, deploys, configures, or begins using the Software, and does not renew automatically. Any delay by Customer in installation, activation, deployment, configuration, access, or commencement of use does not extend, suspend, restart, or otherwise modify the license term.

The term renews for successive twelve (12) month terms only where both Customer and HuoPuo expressly agree in writing to renew before the end of the then-current term, at HuoPuo's then-current list price. Each renewal term commences immediately upon expiration of the preceding term, regardless of the date of any subsequent activation, reactivation, installation, deployment, or actual use. HuoPuo will give written notice of the applicable renewal price at least sixty (60) days before the end of the then-current term. Neither party is obliged to renew, no reason for declining renewal is required, and no notice of non-renewal is required. If the term expires without an express written renewal, the license ends automatically and Sections 17 and 18 apply. No license is perpetual, paid-up, or one-time unless an Order expressly states otherwise in writing.

HuoPuo may suspend access, license validation, support, updates, services, deployment authorization, appliance authorization, activation, or other functionality if HuoPuo reasonably determines that continued use may create a security risk, legal risk, intellectual-property risk, data-protection risk, export-control risk, system-integrity risk, unauthorized-access risk, an actual material payment default involving an undisputed amount after expiration of any applicable cure period, an actual entitlement or Licensed Scope violation, or a risk of material harm to HuoPuo, Customer, another customer, or a third party. Subject to any notice requirement that expressly applies under Section 10, an applicable Order, or mandatory law, HuoPuo may determine the scope of the suspension and may maintain it while the relevant risk, breach, payment default, entitlement issue, or other triggering condition remains unresolved. Once the triggering condition has ceased and the conditions reasonably required under this EULA have been satisfied, HuoPuo will, within a commercially reasonable period, determine whether to resume or reauthorize the affected functionality or to exercise any termination or other contractual disposition right then available to HuoPuo under this EULA or an applicable Order. Nothing in the preceding sentence creates a guaranteed restoration, reactivation, response, or service timeframe or an obligation to reactivate where Section 10, another provision of this EULA, an applicable Order, or mandatory law permits otherwise. HuoPuo will not suspend or terminate a license or service solely because the specific amount subject to a good-faith fee dispute remains unpaid while Customer timely maintains the dispute, pays all undisputed amounts when due, and provides reasonable information supporting the dispute. This protection does not prevent suspension or termination on any independent ground under this EULA or an applicable Order and does not require HuoPuo to activate, commence, renew, or expand a license or service before receipt of amounts required in advance under this Section 17.

The cure period for non-payment applies only to an undisputed amount that becomes due after commencement of an active license or service term, including an amount arising from a payment reversal, rejection, chargeback, shortfall, legally required withholding or deduction, bank or payment-processing charge, additional amount due under an Order, or another post-commencement contractual payment obligation. For such an undisputed post-commencement amount, HuoPuo will provide written notice and at least ten (10) days to cure before terminating the affected license or service. Initial activation, commencement, renewal, or expansion remains subject to HuoPuo’s receipt of the full amount due in cleared and final funds in advance and does not carry an implied grace or cure period unless an applicable Order expressly provides otherwise.

For any other material breach that is capable of cure, HuoPuo may terminate the affected license, service, or applicable Order if Customer fails to cure the breach within fifteen (15) days after written notice from HuoPuo describing the breach in reasonable detail. During that cure period, HuoPuo may suspend or restrict the affected Software, rights, access, or services to the extent reasonably necessary to prevent continuing legal, security, intellectual-property, compliance, data-protection, or material operational harm, without waiving HuoPuo’s right to terminate if the breach is not timely cured.

HuoPuo may terminate immediately, without a cure period, for unauthorized redistribution, resale, sublicensing, appliance cloning, license-control circumvention, encryption circumvention, unauthorized disclosure of non-public HuoPuo Proprietary Materials, unauthorized extraction of source code or protected runtime materials, intentional infringement, unlawful use, sanctions or export-control violation, or another breach that is objectively incapable of cure.

Fees, Taxes, Withholding, and Payment

Except as expressly stated in this EULA or an applicable Order, or to the extent required by applicable law, all fees are non-refundable, prepaid fees are not returned on expiration, termination, suspension, non-use, or reduced use, and no credit, refund, or compensation is owed for functionality Customer elects not to use or did not evaluate before purchase.

Fees are determined by the tier, package, or quantity purchased under the applicable Order, which sets a maximum entitlement, and not by Customer's actual usage within that entitlement. No refund, credit, set-off, or fee reduction arises because Customer activates fewer users, deploys fewer instances, or uses fewer modules than the tier or package purchased. Customer may move to a smaller tier or package with effect from the start of a renewal term, and not during a current term.

HuoPuo, LLC, a Delaware limited liability company organized under the laws of the State of Delaware, United States of America, is the contracting party and licensor under this EULA and each Order unless an Order expressly identifies another HuoPuo contracting entity. HuoPuo may designate an affiliate, agent, bank, payment provider, reseller, or other authorized collection channel to receive payments or issue commercial documents on HuoPuo’s behalf where permitted by applicable law. The applicable Order or invoice will identify the relevant supplier, merchant, invoicing, tax, or collection role where required by law. Use of an authorized collection channel does not by itself transfer HuoPuo’s intellectual-property rights or make that channel the licensor unless the applicable Order expressly states otherwise.

Unless an Order expressly states otherwise, all fees are due and payable in full in advance. HuoPuo has no obligation to activate, commence, renew, or expand any license, Software, or service unless and until HuoPuo has received in cleared and final funds the full advance amount applicable to that activation, commencement, renewal, or expansion in accordance with the applicable Order. After an active license or service term has commenced, any suspension, deactivation, or termination based on a post-commencement undisputed payment obligation is governed by the notice, cure, and enforcement provisions of this Section 17. Any delay, non-activation, non-renewal, or non-expansion caused by HuoPuo’s failure to receive the applicable advance amount does not constitute a breach by HuoPuo.

If any undisputed amount becomes due to HuoPuo after the commencement of a license or service term, including as a result of a payment reversal, refund, rejection, chargeback, payment shortfall, tax, withholding, deduction, bank or payment-processing charge, additional amount due under an Order, or any other contractual payment obligation, and Customer fails to pay that amount within the applicable cure period stated in this Section after written notice from HuoPuo, HuoPuo may suspend or deactivate the affected Software or services, including through license-validation, deployment-control, concurrency-enforcement, or other applicable technical enforcement mechanisms.

Suspension or deactivation may prevent Customer from accessing Customer Data through normal production functionality during the suspension and after termination. Suspension, deactivation, expiration, or termination does not, by itself, authorize deletion of the production database or Customer Data stored in the Production Appliance. Customer remains responsible for maintaining current, independent, and verified Database Backups and standard exports of Customer Data. Post-term read-only, archival, and export rights are governed exclusively by Section 18.

Where reasonably practicable, HuoPuo may apply suspension or deactivation proportionately to the affected products or services. Following suspension, deactivation, expiration, or termination for uncured non-payment, HuoPuo has no obligation to continue production operation, managed hosting, preservation, export, return, recovery, restoration, or other data-related services except to the extent expressly required by the applicable Order, Section 18, an applicable DPA, or mandatory law. Any post-termination export assistance remains subject to Section 18 and to payment of accrued undisputed amounts to the extent permitted by applicable law.

All fees are exclusive of all taxes, duties, levies, and charges of any kind. Customer is solely responsible for, and will pay or reimburse, all value-added tax, sales tax, use tax, service tax, excise tax, stamp duty, customs and import duties, clearance and handling charges, and any similar present or future government, regulatory, or e-invoicing charge imposed in connection with an Order, the Software, any appliance or media delivered, or any service, excluding only taxes on HuoPuo's net income.

All amounts are payable free and clear of, and without deduction or withholding for, any tax, levy, charge, or set-off, except to the extent a deduction or withholding is required by applicable law. If Customer is legally required to withhold an amount, Customer will gross up the payment so that HuoPuo receives the amount it would have received absent the withholding, except to the extent the withholding results from HuoPuo’s failure to provide documentation reasonably required and legally available to claim an applicable exemption or reduced rate. Customer will promptly provide official withholding certificates or receipts on request.

Customer bears all costs of payment, including bank charges, correspondent and intermediary bank fees, transfer and remittance charges, payment-gateway or processor commissions, card fees, currency-conversion costs, and exchange-rate differences, so that the full invoiced amount is received by HuoPuo in the invoiced currency. Any shortfall in the amount received is treated as an unpaid fee. Customer is also responsible for any agent, reseller, introducer, or intermediary commission it agrees with a third party, and no such commission reduces the amount payable to HuoPuo.

Each undisputed amount not paid when due accrues interest at a rate of one and one-half percent (1.5%) per month, calculated on a simple basis from the due date until actual payment, or the maximum rate permitted by applicable law, whichever is lower. Customer will also reimburse HuoPuo for reasonable external collection costs incurred to collect that overdue amount, to the extent permitted by applicable law. Accrual of interest or collection costs does not limit any other right or remedy available to HuoPuo under this EULA, an applicable Order, or applicable law.

Saudi Mandatory-Law Payment Carve-Out. For a Customer established in the Kingdom of Saudi Arabia, an Order designated for performance or enforcement in the Kingdom of Saudi Arabia, or any payment obligation subject to mandatory Saudi law, no interest or other time-based amount is intended to accrue or be recoverable to the extent it is prohibited or unenforceable under that mandatory law. Any resulting reduction or non-accrual does not limit HuoPuo’s rights, to the extent permitted by applicable law, to require advance payment or security, suspend or terminate affected rights or services, decline renewal, withhold further performance permitted by this EULA, recover principal amounts due, or recover actual and reasonable external collection or enforcement costs. No administrative or late fee is imposed merely as a substitute for prohibited interest unless separately agreed in writing and legally permissible.

All accrued fees, taxes, reimbursement obligations, payment shortfalls, indemnification amounts, and other amounts that became due or arose before expiration or termination survive until fully paid, performed, or discharged, together with any rights and remedies relating to them.

Upon expiration or termination, Customer must stop all production use of HuoPuo Proprietary Materials except to the extent expressly permitted by applicable law, Section 18 through Archival Access Mode or another permitted export mechanism, an applicable Third-Party Component license, or a written agreement. Termination of production-use rights in HuoPuo Proprietary Materials does not terminate rights Customer receives directly from third-party licensors for Identified Components under their applicable licenses.

Sections 1, 2, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 29, 30, 31, 33, 34, 35, and 36 survive expiration or termination to the extent applicable. Any provision that by its nature should survive also survives.

Back to contents ↑

18. Data Export and Archival Access After Expiration or Termination

Expiration, non-renewal, suspension, or termination of a production license ends Customer’s right to continue production operation except as expressly provided in an applicable Order or mandatory law. It does not transfer ownership of Customer Data to HuoPuo and does not, by itself, authorize deletion of Customer Data stored in the Production Appliance or extinguish Customer’s rights in independently retained Database Backups or standard Customer Data exports.

Customer should use the Software’s standard export functionality before expiration or termination and should maintain current, independent, and verified Database Backups and independently readable exports of records that Customer is required to retain. The post-term rights in this Section are intended to preserve access to Customer Data and regulatory records without extending or restoring production-use rights.

For environments hosted or controlled by HuoPuo in which HuoPuo possesses Customer Data, Customer may submit a written request for post-term export within sixty (60) days after expiration or termination, unless the applicable Order, an applicable DPA, HuoPuo’s applicable retention rules, or mandatory law establishes a different period. To the extent the Customer Data remains in HuoPuo’s possession or control and has not already been lawfully deleted, HuoPuo will, where technically feasible and legally permitted, make the Customer Data reasonably available in a commonly used electronic format and provide an export window of not less than thirty (30) days from notice that the export is available. This does not require HuoPuo to continue full production operation, hosting, support, or other services after the applicable term ends.

For customer-controlled deployments in which HuoPuo does not possess or control Customer Data, HuoPuo has no obligation to host or retain that Customer Data. Following ordinary expiration or non-renewal, or following termination solely for uncured non-payment after Customer has paid all accrued undisputed amounts then due to HuoPuo, Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable right to use Archival Access Mode, where technically supported, solely to read, search, display, and export Customer Data retained in the Production Appliance, a supported Database Backup, or another HuoPuo-designated archival environment. This archival right is separate from the production license and does not authorize continued production operation or require restoration of production functionality.

Archival Access Mode does not permit new transaction processing, posting, creation or modification of operational records, new users for production purposes, new integrations, automated production interfaces, changes to workflows or configurations, ongoing synchronization, new AI processing, new commercial operation, or any other production use. HuoPuo may technically restrict modules, features, users, integrations, write operations, APIs, background jobs, synchronization, or other functions as reasonably necessary to maintain the archival-only purpose.

For standard Archival Access Mode made available with a customer-controlled deployment following ordinary expiration or non-renewal, or following a termination solely for uncured non-payment after payment of all accrued undisputed amounts then due to HuoPuo, HuoPuo will not require Customer to purchase a new production license solely to read and export Customer Data already lawfully stored in that deployment. HuoPuo may charge reasonable fees for support, recovery, migration, conversion, media, professional services, custom exports, restoration from damaged or obsolete backups, or other assistance beyond standard archival functionality.

Where Customer identifies a legal, tax, accounting, audit, regulatory, or litigation-retention requirement applicable to particular Customer Data, Archival Access Mode or an equivalent HuoPuo-designated export mechanism may be used for the period reasonably necessary to satisfy that requirement. HuoPuo is not required to maintain obsolete operating systems, obsolete versions, unsupported infrastructure, third-party technologies, or a particular appliance indefinitely. HuoPuo may satisfy the archival-access obligation by providing, enabling, or requiring migration to a reasonably usable read-only archive or a reasonably complete export of Customer Data in a commonly used electronic format. Once such a usable archival copy or export has been made available and Customer has had a reasonable opportunity to obtain it, HuoPuo may discontinue software-based Archival Access Mode for the obsolete environment unless an applicable Order or mandatory law requires otherwise.

For avoidance of doubt, a mandatory legal, tax, accounting, audit, regulatory, litigation-retention, data-return, or data-access requirement is not extinguished solely because termination occurred for another breach; however, to the maximum extent permitted by applicable law, HuoPuo may satisfy that requirement through a controlled export, supervised recovery process, or another HuoPuo-designated technically and legally appropriate mechanism rather than by continuing or restoring software-based Archival Access Mode or production rights.

If HuoPuo terminates a license or service for unlawful use, sanctions or export-control risk, security abuse, unauthorized redistribution, cloning, circumvention, infringement, misappropriation, or another material breach involving HuoPuo Proprietary Materials, HuoPuo may restrict or disable software-based Archival Access Mode to the extent reasonably necessary to address that risk. To the extent mandatory law, an applicable DPA, or an applicable Order nevertheless requires return or access to Customer Data, HuoPuo may satisfy that requirement through a controlled export, supervised recovery process, or another technically and legally appropriate method that does not restore production rights or expose HuoPuo Proprietary Materials.

Any post-term export, Archival Access Mode, or recovery process applies only to Customer Data and Customer-owned attachments or documents to the extent technically available. It does not grant any right to receive, access, decrypt, copy, modify, reverse engineer, redistribute, resell, sublicense, continue production use of, or extract HuoPuo source code, object code, appliance images, virtual machines, containers, license mechanisms, encryption mechanisms, AI prompts, workflow instructions, protected runtime materials, database logic, security controls, or other HuoPuo Proprietary Materials, except to the extent required by mandatory law or by the applicable license governing an Identified Component.

A full database image, appliance image, virtual-machine image, container image, restored environment, or appliance-level export is provided only if expressly agreed in writing, technically supported, legally required, or made available as standard functionality. HuoPuo may use restricted export tools, archival views, reports, standard file formats, or other reasonable technical methods to separate Customer Data from HuoPuo Proprietary Materials.

Subject to applicable data-protection law and any applicable DPA, HuoPuo may condition non-statutory assistance beyond standard Archival Access Mode or standard export functionality on payment of accrued and undisputed amounts and may charge reasonable fees and expenses for that assistance. Basic archival or export rights that mandatory law requires cannot be withheld solely because Customer owes an amount where such withholding would be unlawful.

Nothing in this Section requires HuoPuo to retain Customer Data beyond any retention period established by the applicable Order, an applicable DPA, HuoPuo’s applicable retention rules, or mandatory law. Customer remains responsible for its own legal record-retention obligations and for maintaining independent Database Backups and readable exports. Nothing in this Section limits any independent obligation HuoPuo may have under an applicable DPA or mandatory data-protection law to return or delete personal data, or any mandatory right Customer may have in relation to an Identified Component under its own license.

Back to contents ↑

19. Limited Warranty and Disclaimer of Warranties

During the applicable subscription or license term or, for any perpetual, paid-up, or one-time license expressly granted in an applicable Order, for ninety (90) days following initial delivery, HuoPuo warrants that HuoPuo Proprietary Materials, when used strictly within the Licensed Scope, in a supported environment, without unauthorized modification, and in accordance with the applicable Order and published Documentation, will materially conform to the material functionality expressly described in the applicable Documentation made available by HuoPuo for that Software.

Customer acknowledges that, before entering into the applicable Order, it evaluated the Software or had a reasonable opportunity to request and conduct an evaluation through a Test Appliance, trial, demonstration, Documentation, specifications, or other evaluation means made available by HuoPuo. Customer is responsible for identifying and validating before purchase its material business, technical, operational, regulatory, integration, performance, localization, workflow, reporting, infrastructure, security, and deployment requirements and for requesting clarification, an extended evaluation, proof of concept, or an express written commitment in the applicable Order where any such requirement is material to its purchase decision.

To the maximum extent permitted by applicable law, a feature, functionality, limitation, behavior, design choice, workflow, deployment characteristic, integration limitation, or other matter that was disclosed, documented, reasonably apparent, or reasonably available for evaluation before purchase does not, by itself, constitute a breach of warranty, misrepresentation, failure of conformity, or basis for refund, cancellation, termination, compensation, or other remedy. HuoPuo is not responsible for the Software failing to satisfy a Customer-specific purpose, outcome, process, integration, or requirement that was not expressly identified before purchase and expressly accepted by HuoPuo in writing as a contractual commitment.

If Customer believes the limited warranty in this Section has been breached, Customer must give HuoPuo reasonably prompt written notice during the applicable warranty period, identify the alleged material non-conformity in reasonable detail, and provide information and cooperation reasonably necessary for HuoPuo to reproduce, verify, and address it. Failure to provide such information or cooperation may suspend HuoPuo's remediation obligation to the extent the failure prevents reasonable verification or remediation.

Customer's exclusive contractual remedy and HuoPuo's sole contractual obligation for a verified breach of the limited warranty is, at HuoPuo's option, to use commercially reasonable efforts to correct the material non-conformity, provide a workaround, replace the affected functionality with materially comparable functionality, re-perform the affected service, or, if HuoPuo reasonably determines that none of those measures is commercially and technically reasonable, terminate the affected functionality, license, service, or affected portion of the applicable Order. No termination under this paragraph creates an automatic refund, pro-rata refund, credit, price reduction, compensation, damages, or other monetary remedy. Any monetary remedy applies only if and to the extent expressly provided in the applicable Order, expressly agreed by HuoPuo in writing, or required by mandatory law. Where mandatory law requires a monetary remedy, the remedy is limited to the amount and form required by that law, subject to any legally permitted conditions, deductions, exclusions, limitations, and remedy-selection rights.

This limited warranty does not apply to Third-Party Components; Customer Data; Customer instructions, specifications, requirements, configurations, workflows, code, scripts, prompts, or materials; unsupported or Customer-controlled environments; unauthorized modifications; unsupported customizations; external systems; third-party integrations, services, APIs, platforms, hardware, networks, infrastructure, models, datasets, or providers; Legacy Systems or migration materials; beta, preview, prototype, experimental, evaluation, or Test Appliance materials; AI-assisted outputs; use outside the Licensed Scope; use contrary to the Documentation or applicable Order; failure to apply an available update, correction, workaround, or remediation; or an issue caused or materially contributed to by Customer, an Authorized User, contractor, reseller, implementation partner, hosting provider, system administrator, developer, consultant, integration provider, or other third party acting for or through Customer.

Except for the limited warranty expressly stated in this Section 19 or in an applicable Order or other written agreement expressly accepted by HuoPuo, and to the maximum extent permitted by applicable law, HuoPuo Proprietary Materials and related services are provided "as is" and "as available."

To the maximum extent permitted by applicable law, HuoPuo disclaims all other warranties, representations, guarantees, terms, and conditions, whether express, implied, statutory, collateral, or otherwise, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, accuracy, completeness, availability, compatibility, security, performance level, or suitability for any particular business, accounting, tax, payroll, audit, regulatory, operational, financial, reporting, AI-assisted, integration, or Customer-specific purpose. Any warranty, condition, term, guarantee, or remedy that cannot lawfully be excluded remains applicable only to the minimum extent required by mandatory law.

Customer acknowledges that functionality, features, modules, integrations, capabilities, roadmaps, previews, prototypes, demonstrations, announcements, release targets, marketing materials, proposals, sales statements, or future-functionality statements that are not expressly incorporated into the applicable Order are not contractual commitments. Nothing in this paragraph excludes or restricts liability for fraud or fraudulent misrepresentation or any liability for misrepresentation that cannot lawfully be excluded or restricted. Any exclusion or restriction subject to a statutory reasonableness, fairness, transparency, or other mandatory enforceability standard applies only to the maximum extent that standard permits.

Unless an applicable Order expressly authorizes a specific regulated or safety-critical use, the Software is not designed or licensed to serve as the fail-safe control system for environments in which its failure would reasonably be expected to cause death, serious personal injury, or catastrophic physical or environmental damage, including direct control of life-support systems, medical devices, nuclear facilities, air-traffic-control systems, weapons systems, or comparable safety-critical systems. This restriction does not by itself prohibit administrative, financial, ERP, scheduling, inventory, education, research, analytics, documentation, or other non-safety-critical use by organizations operating in healthcare, emergency services, aviation, energy, government, or other regulated sectors.

Third-Party Components remain subject to their own applicable license terms, including any warranties, warranty disclaimers, support terms, and limitations of liability stated in those licenses. HuoPuo provides no additional warranty for a Third-Party Component except to the extent expressly stated in an applicable Order or required by mandatory law.

Back to contents ↑

20. Third-Party Intellectual Property Claims and Limited Remedy

If a third party asserts or threatens a claim alleging that unmodified HuoPuo Proprietary Materials, as delivered by HuoPuo and used by Customer strictly within the Licensed Scope, infringe or misappropriate that third party’s intellectual-property rights, Customer must promptly notify HuoPuo in writing and provide HuoPuo with reasonable information and cooperation concerning the claim.

HuoPuo may, at its sole option and without admitting liability, infringement, misappropriation, or fault: (a) procure for Customer the right to continue using the affected HuoPuo Proprietary Materials; (b) modify or update the affected materials so that they are non-infringing; (c) replace the affected materials with materially similar non-infringing functionality; (d) provide a workaround; (e) restrict, suspend, or disable the affected functionality; or (f) terminate the affected license or affected portion of the applicable Order. Customer must implement any replacement, update, modification, workaround, restriction, suspension, disablement, or other remediation reasonably designated by HuoPuo and must cease using affected materials if HuoPuo instructs Customer to do so.

Any refund or credit following such termination, restriction, suspension, or disablement is limited to the amount, if any, expressly required by the applicable Order, another written agreement expressly accepted by HuoPuo, or mandatory law. Nothing in this Section creates an automatic right to a refund, credit, compensation, replacement product, continued use, or substitute service.

Except where an applicable Order expressly states otherwise, HuoPuo has no obligation under this EULA to defend, indemnify, reimburse, compensate, or hold harmless Customer, any Authorized User, or any other person against any third-party intellectual-property claim, allegation, demand, investigation, proceeding, judgment, award, settlement, legal fee, expert fee, investigation cost, business interruption, loss, liability, damage, cost, or expense.

Any intellectual-property indemnity provided by HuoPuo must be expressly granted in the applicable Order or another written agreement expressly accepted by HuoPuo. Any such indemnity may be subject to its own scope, covered rights, covered territories, exclusions, conditions, notice requirements, defense and settlement procedures, liability cap or sub-cap, insurance requirements, commercial terms, and other limitations stated in that agreement. No intellectual-property indemnity arises by implication, course of dealing, prior practice, payment, delivery, installation, activation, acceptance, demonstration, support activity, cooperation, remediation, or use of the Software.

Unless an applicable Order expressly provides otherwise, HuoPuo provides no indemnity for patent or patent-infringement claims, trademark or trade-dress claims, database-right claims, moral-right claims, publicity or personality-right claims, or similar intellectual-property claims. Any indemnity for such rights, if granted, applies only to the extent expressly stated in the applicable Order and remains subject to the limitations, exclusions, procedures, and financial caps stated there.

HuoPuo has no responsibility under this Section for any claim arising from or relating to: (a) Customer Data; (b) Customer instructions, specifications, requirements, or configurations; (c) Customer-provided materials; (d) Third-Party Components; (e) open-source, free-software, source-available, marketplace, platform, model, dataset, or externally licensed materials; (f) third-party integrations, APIs, services, platforms, or systems; (g) Legacy Systems or migration activities; (h) use outside the Licensed Scope; (i) unauthorized modification or unsupported customization; (j) combination with products, services, data, software, code, hardware, systems, processes, models, or materials not supplied or expressly approved in writing by HuoPuo; or (k) any act or omission attributable to Customer or a person acting for or through Customer.

HuoPuo also has no responsibility under this Section to the extent a claim arises from continued use after HuoPuo makes available or directs Customer to use a replacement, update, modification, workaround, restriction, suspension, disablement, or termination option; Customer’s failure to apply an update or remediation made available by HuoPuo; use contrary to the Documentation, this EULA, or the applicable Order; or any act or omission of an Authorized User, contractor, reseller, implementation partner, hosting provider, consultant, developer, system administrator, integration provider, or other third-party service provider acting for or through Customer.

For clarity, interoperability, invocation, dependency, linking, installation alongside, embedding, or distribution together with an Identified Component does not by itself create any indemnification obligation for HuoPuo. HuoPuo does not defend or indemnify Third-Party Components, open-source or free-software components, upstream code, upstream licensors, upstream notices, upstream license obligations, third-party APIs, platforms, models, datasets, or other externally licensed materials unless HuoPuo expressly agrees otherwise in an applicable Order.

Customer may not settle, compromise, consent to judgment, admit liability in respect of, or otherwise dispose of any third-party intellectual-property claim in a manner that: (a) imposes or purports to impose any payment, liability, admission, restriction, injunction, license obligation, disclosure obligation, product modification, operational limitation, or other obligation on HuoPuo; (b) admits, alleges, or implies infringement, misappropriation, wrongdoing, or fault by HuoPuo; (c) affects HuoPuo Proprietary Materials or HuoPuo’s intellectual-property, confidentiality, trade-secret, licensing, or enforcement rights; or (d) restricts HuoPuo’s development, modification, licensing, distribution, support, commercialization, enforcement, or use of HuoPuo Proprietary Materials, without HuoPuo’s prior written consent.

HuoPuo may, at its option, participate in or assume control of discussions, proceedings, defense, settlement negotiations, remediation, or other actions relating to a claim that affects or may affect HuoPuo Proprietary Materials or HuoPuo’s rights. Any participation, cooperation, technical assistance, investigation, modification, replacement, workaround, negotiation, remediation, or other action by HuoPuo does not create or imply an obligation to defend or indemnify Customer and does not constitute an admission of liability, infringement, misappropriation, wrongdoing, or fault.

If HuoPuo expressly grants an intellectual-property indemnity in an applicable Order, the scope, defense, settlement, cooperation, exclusions, remedies, and financial responsibility applicable to that indemnity are governed by that Order. Unless the applicable Order expressly provides otherwise, any liability assumed by HuoPuo under such indemnity remains subject to the aggregate liability cap in Section 21 and does not constitute unlimited liability.

This Section states Customer’s exclusive contractual remedies under this EULA with respect to third-party intellectual-property claims relating to HuoPuo Proprietary Materials, except to the extent an applicable Order expressly grants additional remedies or mandatory law does not permit such limitation.

Back to contents ↑

21. Limitation of Liability and Contractual Claim Period

To the maximum extent permitted by applicable law and unless an applicable Order expressly provides otherwise, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, or for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of reputation, loss of business opportunity, business interruption, loss of use, or cost of substitute software, services, systems, or facilities, whether arising in contract, tort, negligence, statute, misrepresentation, restitution, or otherwise, and whether or not the possibility of such loss or damage was disclosed or reasonably foreseeable.

The exclusions in the preceding paragraph do not apply to Customer’s payment obligations; Customer’s indemnification obligations under Sections 22 or 23; Customer’s breach of Sections 4, 13, 14, or 15; Customer’s infringement, misappropriation, unauthorized disclosure, copying, extraction, circumvention, decryption, unauthorized competitive use, or other misuse of HuoPuo Proprietary Materials; Customer’s unauthorized cloning, duplication, redistribution, sublicensing, resale, hosting, or production use outside the Licensed Scope; or Customer’s fraud, fraudulent conduct, or other liability that applicable law does not permit to be excluded or restricted. To the maximum extent permitted by applicable law, those liabilities remain recoverable in accordance with this EULA and applicable law notwithstanding the categories of loss excluded in the preceding paragraph.

For the avoidance of doubt, amounts that would have been payable to HuoPuo for unauthorized users, deployments, Production Appliances, Recovery Appliances, instances, modules, environments, subscriptions, copies, hosting, redistribution, or other use outside the Licensed Scope are not excluded merely because the measure of recovery is based on HuoPuo’s license, subscription, usage, or commercial charges. To the maximum extent permitted by applicable law, HuoPuo may recover such amounts as unpaid contractual charges, debt, reasonable license-value damages, restitution, or another legally available measure, as applicable, in addition to any other remedy available under this EULA or applicable law without double recovery.

In addition, and to the maximum extent permitted by applicable law, HuoPuo is not liable for any loss, damage, liability, interruption, corruption, unavailability, expense, or cost to the extent caused by or resulting from Customer Data; Customer configurations; Customer instructions, specifications, or business decisions; Customer-controlled environments; third-party systems, services, platforms, providers, integrations, APIs, networks, hardware, software, or infrastructure; unauthorized modifications; unsupported customizations; appliance cloning or tampering; unauthorized decryption, circumvention, or access; failure to apply available updates or remediation; failure to maintain, verify, secure, or restore-test Database Backups or exports; use outside the Licensed Scope; use contrary to the Documentation or an applicable Order; unauthorized production use of a Recovery Appliance; or Customer’s reliance on AI-assisted outputs without the testing and validation required under Section 16.

To the maximum extent permitted by applicable law, HuoPuo’s total aggregate monetary liability arising out of or relating to this EULA, any applicable Order, the Software, HuoPuo Proprietary Materials, or related services will not exceed the fees actually paid to and retained by HuoPuo for the specific Software or service directly giving rise to the claim under the applicable Order during the twelve (12) months preceding the event first giving rise to liability.

If the applicable Software or service has been provided for less than twelve (12) months, the cap will not exceed the fees actually paid to and retained by HuoPuo for that specific Software or service during that shorter period.

If no fees were actually paid to and retained by HuoPuo for the specific Software or service directly giving rise to the claim, HuoPuo will have no monetary liability with respect to that claim except to the extent mandatory law requires otherwise.

For any perpetual, paid-up, or one-time license expressly granted under an applicable Order, HuoPuo’s total aggregate liability relating to that license will not exceed the license fees actually paid to and retained by HuoPuo for the specific affected Software, unless the applicable Order expressly provides a lower or different cap permitted by applicable law.

All claims and causes of action arising from the same event, series of connected events, defect, circumstance, transaction, security incident, implementation, configuration, service, or substantially related facts are aggregated and treated as a single claim for purposes of the liability cap. The liability cap is cumulative and does not reset for each claim, theory of liability, Authorized User, Order, module, incident, proceeding, or remedy unless an applicable Order expressly provides otherwise.

The exclusions and aggregate monetary cap in this Section 21 apply to HuoPuo regardless of the legal or equitable theory asserted and notwithstanding any failure of an exclusive or limited remedy to achieve its essential purpose, to the maximum extent permitted by applicable law.

Customer’s payment obligations are not subject to the monetary cap in this Section 21. Customer’s liability for the matters expressly excluded from the mutual loss exclusions above, including breach of Sections 4, 13, 14, or 15; infringement, misappropriation, unauthorized disclosure, copying, extraction, circumvention, decryption, unauthorized competitive use, cloning, redistribution, or other misuse of HuoPuo Proprietary Materials; and Customer’s indemnification obligations under Sections 22 or 23, is not limited by the monetary cap in this Section 21, to the maximum extent permitted by applicable law.

Any intellectual-property indemnity, enhanced warranty, service credit, data-protection liability, security liability, confidentiality liability, or other additional liability expressly assumed by HuoPuo in an applicable Order is subject solely to the scope and liability cap or sub-cap expressly stated in that Order. If the applicable Order grants such additional obligation but does not expressly state a separate cap or sub-cap, the obligation remains subject to the aggregate monetary cap stated in this Section 21 and does not constitute unlimited liability.

No statement, negotiation, procurement response, security questionnaire, proposal, demonstration, representation by sales or support personnel, prior practice, or course of dealing creates a carve-out from the exclusions or liability cap in this Section 21. Any carve-out, enhanced cap, super-cap, or uncapped liability applicable to HuoPuo must be expressly stated in an applicable Order or other written agreement expressly accepted by HuoPuo.

If HuoPuo expressly provides managed backup, managed recovery, managed hosting, or another managed service under a written agreement, liability for direct loss caused by HuoPuo’s failure to perform that specific service remains subject to the liability cap expressly stated in that agreement or, if no separate cap is expressly stated, the aggregate cap in this Section 21.

Nothing in this EULA excludes or limits liability to the extent such liability cannot lawfully be excluded or limited under applicable law, including, where and to the extent applicable, liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that applicable law prohibits the parties from excluding or limiting. Where applicable law requires a limitation or exclusion to satisfy a reasonableness, fairness, proportionality, transparency, or similar statutory standard, the applicable provision is intended to apply only to the maximum extent that standard permits.

The exclusions and limitations in this Section 21 are independent, cumulative, severable, and material elements of the commercial allocation of risk between HuoPuo and Customer and apply to the maximum extent permitted by applicable law.

Contractual Claim Period. To the maximum extent permitted by applicable law, Customer must commence any arbitration, court proceeding, or other formal adjudicative process asserting a claim against HuoPuo no later than twelve (12) months after Customer knew, or exercising reasonable diligence should have known, the material facts giving rise to the claim. A claim not commenced within that period is contractually time-barred. This paragraph does not shorten any period that mandatory law does not permit the parties to shorten and does not apply to fraud or fraudulent misrepresentation, death or personal injury caused by negligence to the extent non-waivable, or any other claim whose time limit cannot lawfully be shortened. For clarity, this Customer claim period does not limit HuoPuo’s claims or remedies for unpaid fees, taxes, reimbursement obligations, Licensed Scope violations, unauthorized use, infringement, misappropriation, misuse or disclosure of HuoPuo Proprietary Materials, confidentiality or security violations, audit or compliance obligations, indemnification, fraud, injunctive or equitable relief, or any obligation expressly stated to survive. Where a statutory reasonableness, fairness, transparency, or similar enforceability requirement applies to this contractual time bar, it applies only to the maximum extent that requirement permits.

Back to contents ↑

22. Customer Indemnification

To the maximum extent permitted by applicable law and except to the extent an applicable Order expressly provides otherwise, Customer must defend, indemnify, and hold harmless HuoPuo and its officers, directors, employees, contractors, representatives, successors, and permitted assigns from and against all third-party claims, allegations, demands, actions, investigations, proceedings, losses, liabilities, damages, judgments, awards, settlements, penalties, fines, costs, and reasonable legal, expert, investigation, remediation, and professional expenses to the extent arising from or relating to:

(a) Customer’s or any Authorized User’s unauthorized, prohibited, unlawful, fraudulent, negligent, or abusive use of the Software or HuoPuo Proprietary Materials;

(b) use outside the Licensed Scope, including unauthorized users, instances, deployments, environments, territories, modules, business uses, hosting, managed-service use, resale, sublicensing, sharing, or other unauthorized access or use;

(c) unauthorized copying, modification, adaptation, translation, extraction, disclosure, distribution, hosting, resale, sublicensing, cloning, snapshotting, reverse engineering, decompilation, circumvention, decryption, tampering, benchmarking, competitive use, AI training, model training, or other misuse of HuoPuo Proprietary Materials;

(d) Customer Data, Customer Confidential Information, Customer-provided materials, Customer instructions, specifications, requirements, configurations, workflows, reports, designs, prompts, code, scripts, modules, documents, assets, or other materials provided, selected, requested, uploaded, imported, configured, supplied, or directed by or for Customer;

(e) any allegation that materials, data, instructions, configurations, combinations, modifications, or other content supplied or directed by Customer infringe, misappropriate, or violate a third party’s intellectual-property, confidentiality, privacy, publicity, contractual, database, data-protection, or other rights;

(f) Customer’s collection, use, processing, disclosure, transfer, retention, deletion, or other handling of Customer Data, except to the extent a claim results solely from processing performed by HuoPuo in material breach of an applicable DPA;

(g) Legacy Systems, migration activities, migration materials, extracted data, converted data, third-party software, third-party documentation, credentials, activation materials, or other materials supplied, selected, obtained, or directed by Customer;

(h) Customer-enabled or Customer-selected third-party integrations, APIs, platforms, payment providers, AI services, models, datasets, hosting providers, infrastructure, applications, devices, networks, systems, or other external services;

(i) Customer’s violation of applicable law, regulation, sanctions, export-control requirements, tax requirements, employment requirements, data-protection requirements, sector-specific rules, third-party contractual obligations, or third-party rights;

(j) any security incident, unauthorized access, malware, vulnerability, compromise, data disclosure, or other harm introduced or caused by Customer, an Authorized User, Customer-controlled infrastructure, Customer-provided materials, or a person acting for or through Customer; or

(k) any act or omission of an Authorized User, employee, contractor, consultant, reseller, implementation partner, hosting provider, system administrator, developer, integration provider, agent, or other person who accesses or uses the Software through Customer or acts for or on Customer’s behalf.

If Customer, an Authorized User, reseller, implementation partner, hosting provider, system administrator, contractor, consultant, developer, or other person acting for or through Customer provides, uploads, configures, imports, modifies, integrates, requests, selects, or supplies code, scripts, modules, templates, workflows, reports, database objects, data, documents, prompts, AI outputs, connectors, integrations, configurations, translations, assets, designs, specifications, instructions, or similar materials for use with or in connection with HuoPuo Proprietary Materials, Customer represents and warrants that it has all rights, permissions, licenses, notices, consents, and legal authority necessary for such materials and their intended use and that they do not introduce or cause infringement, misappropriation, open-source or source-disclosure obligations affecting HuoPuo Proprietary Materials, malware, security vulnerabilities, confidentiality violations, privacy violations, unlawful processing, export-control violations, sanctions violations, or license conflicts.

Customer’s indemnification obligations do not apply to the extent a third-party claim is finally determined by a court or arbitral tribunal of competent jurisdiction to have resulted solely and directly from HuoPuo’s own infringement through unmodified HuoPuo Proprietary Materials as originally delivered by HuoPuo, without contribution from Customer Data, Customer instructions, specifications, configurations, modifications, combinations, third-party materials, unauthorized use, continued use after remediation was made available, or any act or omission attributable to Customer or a person acting for or through Customer. This exclusion from Customer’s indemnification obligation does not create or imply any obligation for HuoPuo to defend, indemnify, reimburse, or hold harmless Customer except where HuoPuo expressly assumes such obligation in an applicable Order.

Unauthorized modification, copying, distribution, reverse engineering, or similar conduct for purposes of this Section does not include an activity that Customer is expressly entitled to perform under a non-waivable provision of applicable law or under the applicable license of an Identified Component, but only to the extent and subject to the conditions of that right. No such right extends to HuoPuo Proprietary Materials merely because they interoperate with or are distributed alongside an Identified Component.

HuoPuo will provide Customer with reasonably prompt written notice of a third-party claim for which HuoPuo seeks indemnification under this Section, provided that any delay in notice relieves Customer of its obligations only to the extent Customer demonstrates that the delay materially and irreversibly prejudiced its defense.

Customer must assume and diligently conduct the defense with qualified counsel reasonably acceptable to HuoPuo. HuoPuo may participate in the defense, investigation, negotiations, proceedings, and settlement with counsel of its choosing. Where HuoPuo reasonably determines that a conflict of interest exists, that the claim may materially affect HuoPuo Proprietary Materials, HuoPuo’s intellectual-property rights, licensing model, business operations, reputation, regulatory position, or other material interests, HuoPuo may assume or take joint control of the defense or relevant portion of the defense, without relieving Customer of its indemnification obligations.

Customer may not settle, compromise, consent to judgment, admit liability, or otherwise dispose of any claim without HuoPuo’s prior written consent if the proposed disposition: (a) imposes or may impose any payment, liability, admission, restriction, injunction, license, disclosure obligation, product modification, operational limitation, or other obligation on HuoPuo; (b) does not provide HuoPuo with a complete and unconditional release from the relevant claim; (c) admits, alleges, or implies fault, infringement, wrongdoing, unlawful conduct, security deficiency, or regulatory violation by HuoPuo; (d) affects HuoPuo Proprietary Materials or HuoPuo’s intellectual-property, confidentiality, trade-secret, licensing, enforcement, or commercial rights; or (e) requires HuoPuo to modify, disclose, license, discontinue, restrict, or otherwise alter any product, service, technology, business practice, or legal position.

Customer must reimburse HuoPuo on demand for reasonable costs and expenses covered by this Section that HuoPuo incurs in responding to, investigating, defending, mitigating, or resolving an indemnified claim, subject to applicable law. Customer’s obligations under this Section are separate from, and are not limited by, any obligation to pay fees or other amounts under the applicable Order.

The indemnification obligations in this Section survive expiration or termination of this EULA and any applicable Order with respect to acts, omissions, circumstances, data, materials, uses, or events occurring before or during the applicable period of use or otherwise giving rise to a covered claim.

To the maximum extent permitted by applicable law, Customer’s obligations under this Section 22 are not subject to the aggregate monetary liability cap applicable to HuoPuo under Section 21.

Back to contents ↑

23. Export Control, Sanctions, Anti-Bribery, and Prohibited Use

HuoPuo Proprietary Materials may be subject to export-control, sanctions, import, technology-transfer, cybersecurity, data-protection, AI-governance, and other laws and regulations, including the United States Export Administration Regulations, the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the export-control, sanctions, and restricted-party laws of the United Arab Emirates, the Kingdom of Saudi Arabia, the European Union, the United Kingdom, the United Nations, and any other applicable jurisdiction.

Customer must not use, export, re-export, transfer, provide, or make available HuoPuo Proprietary Materials in violation of applicable law, sanctions programs, restricted-party rules, embargoes, export-control requirements, or prohibited-use restrictions.

Customer represents that neither Customer nor, to Customer’s knowledge after reasonable due diligence, any person whose involvement would make the transaction unlawful is a person with whom HuoPuo is prohibited from dealing under applicable sanctions or export-control law. Where an applicable sanctions regime treats an entity as blocked or restricted because of ownership, control, aggregation, or another attribution rule, that rule applies according to its own legal terms; this EULA does not substitute a different ownership or control test.

Customer must not use HuoPuo Proprietary Materials for unlawful activity, infringement, unauthorized surveillance, circumvention of security controls, unauthorized access, corruption, fraud, money laundering, sanctions evasion, unauthorized scraping, unauthorized AI training, or any prohibited purpose.

Compliance with export-control, sanctions, and restricted-party requirements in connection with Customer’s own acquisition, deployment, access, use, onward supply, and end use of HuoPuo Proprietary Materials is Customer’s responsibility. Customer will, at its own cost, obtain and maintain any license, permit, authorization, registration, or clearance required for its acquisition, deployment, or use; screen its own users, affiliates, contractors, resellers, and recipients against applicable restricted-party lists; and not export, re-export, transfer, provide access to, or make available HuoPuo Proprietary Materials, directly or indirectly, to any embargoed or comprehensively sanctioned country, region, or territory, to any person on an applicable restricted-party list, to any person owned or controlled by such a person, or for any prohibited end use.

Customer represents and warrants on the date of each Order, renewal, and material change in ownership or control that it is not prohibited from receiving the Software under applicable sanctions or export-control law and will notify HuoPuo promptly if that status changes. Customer will use reasonable, risk-based measures appropriate to its activities to prevent unauthorized access, diversion, or prohibited end use by persons acting through Customer.

Customer will indemnify HuoPuo against all claims, losses, penalties, fines, sanctions, and costs arising from Customer’s breach of this Section 23, from an inaccurate representation under it, or from any export, re-export, transfer, or end use by Customer or a person acting through Customer. HuoPuo may suspend, deactivate, refuse to activate, refuse to renew, or terminate immediately, without notice and without liability, where HuoPuo reasonably determines that continued performance would or may violate export-control, sanctions, or restricted-party law, and no refund is owed in that case. Nothing in this Section 23 requires HuoPuo to act contrary to applicable law, or relieves either party of an obligation imposed directly on it by export-control or sanctions law.

Anti-Bribery and Anti-Corruption. Each party will comply with anti-bribery and anti-corruption laws applicable to that party in connection with this EULA, an applicable Order, and related services, including the UK Bribery Act 2010 where applicable. Neither Customer nor any person acting for or through Customer may, directly or indirectly, offer, promise, give, request, agree to receive, or accept any improper financial or other advantage in connection with the Software, an Order, or related services, including an improper payment to a public official or a facilitation payment prohibited by applicable law. HuoPuo will not knowingly authorize a person acting on HuoPuo’s behalf in connection with an applicable Order to engage in conduct that violates anti-bribery law applicable to HuoPuo.

Customer will maintain reasonable, risk-based controls appropriate to its activities for employees, agents, resellers, introducers, consultants, intermediaries, and other persons acting for or through Customer in connection with HuoPuo, and will not cause or request HuoPuo to take any action that would violate applicable anti-bribery or anti-corruption law. To the extent legally permitted, Customer will promptly notify HuoPuo of a credible allegation, investigation, request for an improper payment, or material compliance concern directly related to the transaction. HuoPuo may refuse a transaction, suspend affected performance, deactivate relevant rights, or terminate the affected Order immediately where HuoPuo reasonably determines that continued performance would create a material anti-bribery, corruption, sanctions, or legal-compliance risk, without limiting any other right or remedy and subject to mandatory law.

Back to contents ↑

24. Audit and Compliance

HuoPuo may request reasonable information necessary to verify compliance with Licensed Scope and the applicable Order, such as user counts, deployment scope, appliance identity, environment details, license status, activation status, and authorized-use information.

If HuoPuo has a reasonable basis to believe there has been a material breach of Licensed Scope or material underpayment, HuoPuo may require verification by an independent auditor that is professionally qualified, bound by confidentiality obligations, and not materially conflicted. HuoPuo will consult with Customer regarding the proposed auditor, but Customer may not unreasonably delay or withhold acceptance. If the parties do not agree within ten (10) Business Days, HuoPuo may appoint a recognized independent audit firm meeting those criteria.

Any audit must be conducted on reasonable notice, during normal business hours, in a manner designed to minimize disruption and protect Customer Data and confidential information.

Unless otherwise authorized by written agreement or required by law, audits and compliance reviews do not require disclosure of Customer Data for ordinary license-compliance verification.

Customer will bear the reasonable cost of an independent audit if the audit confirms a material breach of Licensed Scope or an underpayment of more than five percent (5%) for the audited period. Otherwise, HuoPuo bears the independent auditor’s cost. HuoPuo may conduct such an audit no more than once in any twelve-month period unless HuoPuo reasonably suspects fraud, license circumvention, unauthorized redistribution, or material misuse.

Customer must promptly pay any verified shortfall at the rates in the applicable Order, together with any applicable taxes and undisputed charges, without limiting HuoPuo's other remedies.

Back to contents ↑

25. Data Protection Addendum and Privacy Terms

The parties’ data-protection roles are determined by the actual processing activities and applicable law. For Customer Data processed solely within customer-controlled, on-premises, private-cloud, offline, or encrypted-appliance deployments where HuoPuo has no routine access, Customer ordinarily acts as controller, or equivalent role, for its own processing. Where HuoPuo processes personal data on Customer’s behalf in connection with hosting, support, managed services, backup recovery, migration, or export assistance, HuoPuo ordinarily acts as processor, sub-processor, service provider, or equivalent role as applicable. For account, billing, license-status, deployment-identity, entitlement, security, and Operational Data that HuoPuo determines and uses for its own legitimate administrative, security, fraud-prevention, product-integrity, and legal-compliance purposes, HuoPuo may act as an independent controller or equivalent role as described in applicable privacy documentation. Nothing in this EULA overrides a role or obligation imposed by mandatory data-protection law.

Where HuoPuo processes personal data on behalf of Customer and the parties have not executed a separate DPA, the HuoPuo Data Processing Addendum made available by HuoPuo through its legal materials, customer portal, the applicable Order, or another written location or method designated by HuoPuo, as updated consistently with Section 28, is incorporated into this EULA by reference and applies automatically to that processing to the extent legally effective. If the parties execute a separate DPA, that DPA controls for the subjects it covers, consistently with Section 29.

Where required by applicable data-protection law, the applicable DPA, Order, implementation document, or another written processing description made part of the parties’ agreement will identify the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects, and the applicable rights and obligations of Customer as controller or equivalent role.

Where HuoPuo processes personal data on behalf of Customer, and without limiting the applicable DPA, HuoPuo will: (a) process such personal data only on documented instructions from Customer unless otherwise required by law; (b) ensure appropriate confidentiality obligations; (c) implement appropriate technical and organizational measures; (d) engage sub-processors only under protective written terms and remain responsible for their performance; (e) provide reasonable assistance with data-subject requests, security obligations, data-protection impact assessments, and consultations with supervisory authorities; (f) notify Customer without undue delay after becoming aware of a personal-data breach affecting such personal data; (g) delete or return such personal data in accordance with Section 18, the applicable DPA, and applicable law, except where retention is required by law; and (h) make available information reasonably necessary to demonstrate compliance and allow for and contribute to audits, as set out in the applicable DPA.

Where applicable data-protection law restricts cross-border transfers of personal data, the parties will rely on an appropriate lawful transfer mechanism, such as an adequacy decision, Standard Contractual Clauses, a transfer addendum, or another valid mechanism, as identified in the applicable DPA or privacy documentation.

Jurisdiction-Specific Processor and Service-Provider Requirements. Where HuoPuo processes personal data on behalf of Customer, HuoPuo will act in the processor, sub-processor, service-provider, or equivalent capacity required by applicable data-protection law and will comply with restrictions that apply to that role, including, where applicable, restrictions on selling, sharing, retaining, using, disclosing, or combining personal data outside the documented services or permitted business purposes. Jurisdiction-specific requirements may be addressed in the applicable DPA or in a HuoPuo data-protection schedule expressly incorporated into the applicable Order or DPA, including requirements arising under UAE federal law, DIFC law, ADGM regulations, Saudi law, US state privacy law, or another applicable regime. Any such DPA or incorporated schedule controls personal-data processing matters to the extent provided in Section 29. Where applicable law requires a processor, service provider, or equivalent recipient to notify Customer that it can no longer meet an applicable obligation, HuoPuo will provide that notice as required by law. Identifying a jurisdiction in this paragraph does not by itself make that jurisdiction’s law applicable.

Customer is responsible for the lawfulness of Customer Data, for providing legally required notices to and obtaining legally required consents from its own data subjects, for its own retention and deletion decisions, and for configuring and using the Software, including AI features under Section 11, in accordance with applicable data-protection law.

HuoPuo's Privacy Notice, Subprocessor List, Technical and Organizational Measures, and security documentation may apply depending on the deployment model, services, support arrangement, and written agreement. Nothing in this EULA limits rights or obligations that cannot lawfully be limited under applicable data-protection law.

Back to contents ↑

26. Assignment, Transfer, and Change of Control

Customer may not assign, transfer, delegate, novate, sublicense, convey, or otherwise dispose of this EULA, any applicable Order, or any right or obligation arising under them, in whole or in part, without HuoPuo’s prior written consent.

As an exception, Customer may, without HuoPuo’s prior consent but upon prompt written notice to HuoPuo, transfer this EULA and the applicable Orders to Customer’s legal successor resulting from a merger, reorganization, or sale of all or substantially all of the relevant business or assets, provided that all of the following conditions are satisfied:

(a) the successor is not a direct or indirect competitor of HuoPuo or any HuoPuo affiliate;

(b) the successor assumes in writing all obligations applicable to Customer under this EULA and the relevant Orders;

(c) use of the Software remains within the existing Licensed Scope and the transfer does not increase the number of users, entities, instances, environments, locations, business scope, or any other entitlement beyond what was purchased;

(d) the transfer does not violate applicable law, sanctions, export-control requirements, third-party license restrictions, security requirements, data-protection requirements, or any other applicable regulatory obligation;

(e) neither Customer nor the successor has any due and unpaid amounts owing to HuoPuo at the time of the transfer; and

(f) the transfer does not materially increase HuoPuo’s legal, security, commercial, intellectual-property, or compliance risk.

Any assignment, transfer, delegation, sublicense, novation, conveyance, or other disposition by Customer in violation of this Section is void and unenforceable against HuoPuo to the maximum extent permitted by applicable law and does not release the original Customer from any obligation or liability arising before the effective date of the transfer unless HuoPuo expressly agrees otherwise in writing.

HuoPuo may, without Customer’s prior consent and to the maximum extent permitted by applicable law, assign, transfer, delegate, convey, or novate this EULA, any applicable Order, or any related rights, benefits, and obligations, in whole or in part, to any affiliate or member of the HuoPuo group, legal successor, entity resulting from a merger, acquisition, reorganization, or restructuring, or to any acquirer or purchaser of all or substantially all of HuoPuo’s relevant business, assets, operations, or line of business relating to the Software or services covered by this EULA.

Customer gives its advance consent to any such assignment, transfer, or novation, provided that the entity to which the agreement is transferred assumes the applicable contractual obligations transferred to it to the extent required by applicable law.

HuoPuo may also, separately and without Customer’s consent, sell, assign, transfer, convey, discount, finance, or otherwise dispose of any accounts receivable, payment rights, fees, or other amounts due to HuoPuo, or create or grant any lien, charge, security interest, assignment by way of security, or other security over them, in favor of any affiliate, bank, financial institution, financing provider, collection agency, factoring company, credit insurer, receivables purchaser, security agent, lender, assignee, or secured party, subject to any notice or other formality required by applicable law.

Any sale, assignment, transfer, financing, discounting, or granting of security over accounts receivable or payment rights does not, by itself, transfer any obligation relating to development, operation, hosting, support, maintenance, implementation, or provision of any Software or service from HuoPuo to the financing party, assignee, receivables purchaser, or secured party, and does not make such party responsible for performing HuoPuo’s obligations unless those obligations are expressly transferred to that party under this Section or another legally effective written agreement.

Where reasonably necessary to give legal effect to any assignment, transfer, novation, financing, or security arrangement permitted under this Section, HuoPuo may require Customer to execute, acknowledge, or cooperate with any reasonable document, notice, confirmation, or administrative action required to complete or perfect that transaction, and Customer may not unreasonably withhold or delay such cooperation.

No change in the ownership or control of HuoPuo, merger, acquisition, reorganization, restructuring, sale of business or assets, assignment, transfer, novation, financing, or creation of security permitted under this Section constitutes a breach of this EULA or, by itself, gives Customer any right to terminate this EULA, cancel any Order, obtain a refund, receive a credit, claim compensation, or suspend its obligations.

Any change of control of Customer, merger, reorganization, sale of all or substantially all of Customer’s assets, transfer of the Software environment, or transfer of the business using the Software requires HuoPuo’s prior written consent if it results in or could reasonably be expected to result in:

(a) use outside the Licensed Scope;

(b) transfer of use to a competitor of HuoPuo;

(c) transfer to a legal entity not covered by the applicable Order;

(d) an increase in users, instances, locations, entities, environments, or other licensed use;

(e) a material increase in legal, security, intellectual-property, sanctions, export-control, data-protection, or compliance risk; or

(f) an adverse effect on HuoPuo’s rights or its ability to enforce this EULA.

Nothing in this Section limits HuoPuo’s right to require a new Order, revised Licensed Scope, revised fees, or revised commercial terms where any assignment, transfer, or change of control affecting Customer results in an actual or required change to the licensed use of the Software.

Back to contents ↑

27. Notices

All contractual notices under this EULA may be given electronically. Legal notices to HuoPuo must be sent by email to the legal notice address stated in Section 36 or another electronic notice address designated by HuoPuo in writing. HuoPuo is not required to accept, and Customer must not rely on, notices delivered by post, courier, hand delivery, or other physical means, except where the applicable Order expressly provides otherwise or mandatory law or applicable rules governing service of legal process require otherwise.

HuoPuo may provide notices to Customer through the customer portal, the account administrator’s email address, the contact identified in the applicable Order, an electronic address associated with Customer’s registered business details, an in-product or product notification, or any other electronic contact channel reasonably associated with Customer’s account, Order, or use of the Software.

Contractual notices sent by email or through the customer portal are deemed received on the next Business Day after transmission, provided that the sender does not receive an automated delivery-failure message, unless the applicable Order or mandatory law requires another method or timing. A failure by Customer to maintain current contact information, monitor its designated email addresses, customer portal, account, or other designated communication channels does not invalidate a notice properly sent by HuoPuo in accordance with this Section.

Notices of material breach, termination, non-renewal where notice is required, or legal dispute may additionally be sent to the legal, administrative, account, or other contact identified in the applicable Order or associated with Customer’s account. Failure to send such an additional notice through more than one permitted channel does not invalidate a notice otherwise properly given under this Section, except to the extent mandatory law expressly requires otherwise.

Service of legal process, court proceedings, arbitration-related process where formal service is required, and other documents subject to mandatory procedural requirements remains governed by applicable procedural law and the applicable arbitration rules. Nothing in this Section modifies any mandatory rule governing service of legal process.

Operational, security, support, license-validation, privacy, product, service, maintenance, update, availability, and other non-legal notices may be provided through the Software, Documentation, support channel, customer portal, account administrator email, in-product or product notification, or any other reasonable electronic communication channel associated with Customer or its use of the Software.

Back to contents ↑

28. EULA Versions, Updates, and Changes

Each Order or license is governed by the version of this EULA that Customer expressly accepted or that was incorporated into, or identified as governing, the applicable Order, purchase, renewal, or expansion, unless the applicable Order expressly provides otherwise. The mere publication, availability, or delivery of a newer version of this EULA does not, by itself, replace the version governing an existing Order during an active paid term.

HuoPuo may amend, update, or replace this EULA from time to time. The version designated by HuoPuo will apply to new Orders, renewals, expansions, upgrades, additions, and any subsequent purchase of products, services, modules, users, entities, locations, instances, environments, or additional Licensed Scope when that version is incorporated into or referenced in the relevant transaction.

During an existing paid license term, HuoPuo may apply an amendment before the next renewal only to the extent the amendment is reasonably necessary or justified and proportionate to its intended purpose in order to address one or more of the following:

(a) a change in applicable law, regulation, judicial, governmental, or regulatory requirement;

(b) sanctions, export controls, international trade requirements, or related legal-compliance obligations;

(c) privacy, data protection, cybersecurity, or security-risk-management requirements;

(d) an actual or potential vulnerability, threat, incident, or security risk affecting the Software, services, data, infrastructure, or deployment environment;

(e) protection of the integrity, availability, reliability, or security of the Software or services, including update, license-validation, or technical-enforcement mechanisms;

(f) prevention of fraud, abuse, unauthorized use, circumvention of license restrictions, copying, tampering, decryption, bypassing technical protections, or use outside the Licensed Scope;

(g) protection of HuoPuo’s or any third party’s intellectual-property rights, trade secrets, protection mechanisms, or other legal rights;

(h) any addition, removal, modification, restriction, condition, or obligation arising from a license, component, software, service, platform, or technology provided by a third party;

(i) any material discontinuation, modification, restriction, or change affecting a third-party technology, platform, interface, service, or infrastructure on which the Software or related services depend;

(j) a material legal, regulatory, security, technical, or operational risk that cannot reasonably be deferred until the next renewal; or

(k) correction of an error, inconsistency, ambiguity, or internal reference, or an administrative, editorial, clarifying, or procedural change that does not materially alter the Licensed Scope expressly purchased under the applicable Order.

HuoPuo will provide reasonable advance notice of any material amendment applied during an existing term where reasonably practicable. If immediate or expedited implementation is necessary because of applicable law, an order or requirement of a competent authority, a security risk, a threat to the Software, services, data, intellectual-property rights, compliance, or service integrity, HuoPuo may implement the amendment without advance notice and will provide notice afterward where legally required or reasonably practicable.

Except for amendments expressly permitted during an existing term under this Section, a mere update to this EULA during an active paid term will not:

(a) impose new license fees on Licensed Scope for which Customer has already paid;

(b) materially reduce the Licensed Scope expressly purchased under the applicable Order; or

(c) impose a new material commercial obligation that was not part of the applicable Order,

unless Customer expressly agrees, the applicable Order expressly permits the change, another provision of this EULA expressly authorizes it for a reason stated in this Section, or mandatory law requires it.

The foregoing does not prevent HuoPuo from modifying, removing, replacing, restricting, or discontinuing a particular feature, mechanism, component, integration, security control, or technical procedure where reasonably justified by one or more of the reasons specified in this Section, provided that such action is not used merely as a means to materially reduce the Licensed Scope expressly purchased under the applicable Order without a legitimate reason covered by this Section.

No additional Customer acceptance is required for an amendment that may validly be applied during an existing term under this Section unless mandatory law or the applicable Order requires otherwise. Customer’s objection to a permitted amendment does not suspend its effectiveness, suspend Customer’s obligations, extend the license term, or require HuoPuo to maintain any previous version of this EULA, the Software, any license-validation mechanism, verification mechanism, security mechanism, integration, configuration, or other feature that has been lawfully modified or discontinued.

No amendment to this EULA or issuance of a new version, by itself, gives Customer any contractual right to terminate this EULA, any Order, or any license, or to obtain a refund, pro-rata refund, credit, price reduction, license-term extension, compensation, damages, or any other remedy, unless the applicable Order expressly provides otherwise, HuoPuo expressly agrees otherwise in writing, or mandatory law requires otherwise.

An update to this EULA does not affect any right, claim, obligation, liability, breach, amount due, or enforcement right that arose before the effective date of the update unless the updated version expressly provides otherwise and such application is legally permitted.

HuoPuo may update technical and operational Documentation, system requirements, security requirements, deployment and usage instructions, support and maintenance procedures, update procedures, license-validation mechanisms, and other technical or operational requirements from time to time. Not every such update constitutes an amendment to this EULA, provided that such update is not used, by itself, to impose a new material commercial obligation on Customer during an existing paid term contrary to this Section.

If mandatory law gives a particular Customer a right that cannot lawfully be excluded or restricted in connection with changes to contractual terms or services, that right remains effective only to the extent required by such law. Nothing in this Section, including the existence of this savings provision, creates consumer status or consumer-protection rights for any Customer that does not qualify for such status or rights under applicable law.

Back to contents ↑

29. Order of Precedence and Entire Agreement

Unless an applicable document expressly states that it overrides another document with respect to a specified matter, any conflict, inconsistency, or ambiguity among the documents forming the agreement between HuoPuo and Customer will be resolved according to the subject matter concerned as follows:

(a) with respect to the processing, protection, return, deletion, or other handling of personal data, any separately executed data processing agreement or DPA between HuoPuo and Customer controls for that subject matter, followed by any HuoPuo DPA validly incorporated into the applicable Order or this EULA;

(b) with respect to pricing, fees, payment terms, Licensed Scope, quantities, users, entities, locations, instances, environments, subscription or license term, products or services purchased, transaction-specific commercial terms, and any expressly negotiated deviation identified in the applicable Order, the applicable Order controls;

(c) with respect to support, service levels, hosting, security commitments, managed services, maintenance, implementation, professional services, or another subject governed by a specific addendum, schedule, statement of work, or service-specific document, the applicable subject-specific document controls for that subject, except to the extent the applicable Order expressly states that it overrides or modifies that document for the particular transaction; and

(d) this EULA controls all matters not expressly displaced by an applicable Order, DPA, addendum, schedule, statement of work, or other HuoPuo-approved contractual document in accordance with this Section.

A more specific provision governs over a more general provision only with respect to the subject matter that the specific provision expressly addresses. A later document does not supersede or amend an earlier document merely because it has a later date unless it expressly states, or clearly identifies, the provision or subject matter it is intended to modify.

Third-Party Components remain governed by their applicable third-party licenses. Nothing in the contractual hierarchy established by this Section limits, overrides, or subordinates any right or obligation that must apply under the applicable license of an Identified Component or under mandatory law.

This EULA, together with the applicable Order and any DPA, addendum, schedule, statement of work, or other document validly incorporated into or expressly made part of the agreement by HuoPuo, constitutes the entire agreement between HuoPuo and Customer with respect to its subject matter and supersedes all prior or contemporaneous proposals, negotiations, discussions, correspondence, understandings, representations, commitments, and agreements relating to that subject matter, whether oral, written, electronic, express, or implied.

No purchase order, procurement condition, vendor-registration or vendor-portal term, supplier onboarding term, request for proposal or quotation, tender document, security or compliance questionnaire, supplier code, customer policy, invoice instruction, email footer, click-through term imposed by Customer, or other Customer-generated or Customer-required document modifies, supplements, overrides, or forms part of this EULA or any Order unless an authorized representative of HuoPuo expressly agrees to that modification in writing and the writing identifies the provision or subject matter being modified.

HuoPuo’s acknowledgment or processing of a purchase order, registration on or use of a Customer procurement or vendor portal, submission of an invoice, acceptance or retention of payment, activation or delivery of Software, performance of services, response to a questionnaire, commencement or continuation of performance, or failure to object to a Customer document does not constitute acceptance of any Customer terms and does not amend this EULA or any applicable Order.

No course of dealing, course of performance, usage of trade, prior practice, silence, delay, or conduct between the parties will amend this EULA or an applicable Order or create an additional contractual commitment unless the amendment or commitment is expressly agreed in writing by HuoPuo in accordance with this EULA.

Customer acknowledges that, in entering into this EULA and each applicable Order, it has relied only on the terms, warranties, commitments, and representations expressly set out in this EULA, the applicable Order, or another written contractual document expressly incorporated into them.

To the maximum extent permitted by applicable law, no roadmap, product plan, future-functionality statement, anticipated release date, demonstration, prototype, beta feature, presentation, proposal, marketing or promotional material, sales statement, forecast, estimate, target, assurance, response to an RFI, RFP, tender, questionnaire, due-diligence request, or other statement not expressly incorporated into the applicable contractual documents constitutes a warranty, representation, undertaking, promise, service commitment, or contractual obligation of HuoPuo.

Customer’s purchase, renewal, expansion, or continued use of the Software is not conditioned on the delivery of any future feature, functionality, product, integration, release, roadmap item, development, or improvement unless that obligation is expressly stated in the applicable Order or another written agreement expressly accepted by HuoPuo.

Nothing in this Section excludes or restricts liability for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or restricted.

To the extent any provision of this Section constitutes or operates as an exclusion or restriction of liability or remedy for misrepresentation and is subject to a statutory reasonableness or other mandatory enforceability requirement, that provision applies only to the extent that the applicable requirement is satisfied.

Nothing in this Section creates any warranty, representation, remedy, or liability beyond that otherwise expressly provided in this EULA, the applicable Order, another applicable contractual document, or mandatory law.

Except for (a) the platform provider and its subsidiaries expressly identified as third-party beneficiaries in Section 9; (b) HuoPuo’s officers, directors, employees, contractors, representatives, successors, and permitted assigns expressly protected under Section 22, solely for purposes of enforcing the defense, indemnification, hold-harmless, reimbursement, and related protections expressly conferred on them by Section 22; and (c) any other person expressly identified in an applicable Order as having a right to enforce a specified term, a person who is not a party to this EULA or the applicable Order has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of it. Any enforcement by a person described in clause (b) is subject to Section 33 and to all applicable defenses, conditions, exclusions, limitations, procedures, and other relevant terms of this EULA as if that person were enforcing the relevant Section 22 protection through HuoPuo. To the maximum extent permitted by applicable law and subject to any mandatory platform terms, HuoPuo and Customer may rescind, vary, waive, or terminate this EULA or an applicable Order, including any third-party benefit, without the consent of any third-party beneficiary. Nothing in this paragraph limits any right that cannot lawfully be excluded or any right conferred directly by an applicable license governing a Third-Party Component.

Back to contents ↑

30. Non-Waiver and Severability

No failure or delay by either party in exercising or enforcing any right, power, remedy, entitlement, or provision under this EULA or any applicable Order operates as a waiver of that right, power, remedy, entitlement, or provision, nor does any single or partial exercise or enforcement prevent or restrict any further or other exercise or enforcement of it.

A waiver is effective only if it is expressly made in writing by an authorized representative of the party granting the waiver and only for the specific matter, circumstance, breach, right, or occasion expressly identified in that writing. A waiver of any particular breach, default, requirement, or obligation does not constitute a waiver of any prior, continuing, subsequent, or different breach, default, requirement, or obligation.

No consent, approval, accommodation, indulgence, extension of time, temporary non-enforcement, commercial concession, continued performance, acceptance of payment, provision of support, or other act or omission by HuoPuo constitutes a waiver, amendment, modification, or surrender of any right or remedy unless HuoPuo expressly states otherwise in writing through an authorized representative.

If any provision, part of a provision, restriction, requirement, or application of this EULA or an applicable Order is held by a court, tribunal, or other competent authority to be invalid, illegal, void, or unenforceable, that provision or part will, to the extent legally permissible, be interpreted or modified only to the minimum extent necessary to make it valid and enforceable while preserving as closely as legally possible its intended purpose and commercial effect.

If such minimum interpretation or modification is not legally permissible, the invalid, illegal, void, or unenforceable provision or part will be severed only to the minimum extent necessary, and the remaining provisions and applications of this EULA and the applicable Order will remain in full force and effect.

The invalidity, illegality, or unenforceability of a provision in one jurisdiction, circumstance, or application does not, by itself, affect the validity or enforceability of that provision in any other jurisdiction, circumstance, or application, or of any other provision of this EULA.

Nothing in this Section requires a court, tribunal, or other competent authority to rewrite a provision beyond what applicable law permits.

Back to contents ↑

31. Irreparable Harm and Injunctive Relief

Customer acknowledges that any actual or threatened unauthorized disclosure, access, acquisition, copying, reproduction, extraction, reverse engineering, decompilation, disassembly, circumvention, decryption, modification, distribution, disclosure, competitive use, exploitation, or other misuse of non-public HuoPuo Proprietary Materials, trade secrets, confidential information, protected runtime environments, license-control mechanisms, encryption mechanisms, source materials, technical materials, or other protected technology may cause HuoPuo immediate, substantial, or irreparable harm for which monetary damages alone may not provide an adequate remedy.

Accordingly, in the event of an actual or threatened breach of Sections 4, 8, 9, 13, 14, or 15, or of any related confidentiality, intellectual-property, trade-secret, security, anti-circumvention, encryption, license-control, deployment-control, access-control, or protection obligation under this EULA or an applicable Order, HuoPuo may seek any interim, emergency, conservatory, equitable, or protective relief available under applicable law or the applicable arbitration rules.

Such relief may include, where available and appropriate, interim or permanent injunctions, specific performance, orders restraining use, access, disclosure, copying, transfer, distribution, circumvention, or destruction, orders requiring preservation or delivery up of evidence or property, search or imaging orders, freezing or asset-preservation measures, confidentiality or protective directions, orders preserving evidence, systems, accounts, devices, records, data, or other materials, and any other interim, conservatory, equitable, or protective measure available from a competent court, arbitral tribunal, or Emergency Arbitrator.

HuoPuo may seek such relief in respect of an actual breach or where a breach is threatened or reasonably imminent and preventive relief is available under applicable law. Nothing in this Section requires HuoPuo to wait until unauthorized disclosure, copying, extraction, circumvention, decryption, competitive use, destruction, dissipation, or other harm has been completed before seeking relief.

Any application by HuoPuo to a competent court, arbitral tribunal, or Emergency Arbitrator for interim, emergency, conservatory, or protective relief does not waive, limit, or otherwise affect any agreement to arbitrate, any jurisdictional objection, or any other right or remedy available to HuoPuo under this EULA, an applicable Order, the applicable arbitration rules, or applicable law.

The remedies described in this Section are cumulative and are in addition to, and not in substitution for, any damages, termination rights, suspension rights, contractual remedies, statutory remedies, arbitration remedies, or other rights or remedies available to HuoPuo.

The availability, scope, conditions, security, undertakings, evidentiary requirements, and grant of any interim, emergency, equitable, conservatory, or protective relief remain subject to applicable law, applicable procedural rules, the applicable arbitration rules, and the discretion and authority of the competent court, arbitral tribunal, or Emergency Arbitrator.

Back to contents ↑

32. Force Majeure

Neither party will be in breach of this EULA or any applicable Order, or liable for any delay in or failure to perform an affected non-payment obligation, to the extent that such delay or failure is caused by an event, circumstance, or cause beyond that party’s reasonable control that could not reasonably have been prevented, avoided, or overcome through commercially reasonable measures (a “Force Majeure Event”).

Force Majeure Events may include, to the extent they satisfy the foregoing requirements, natural disasters; flood; fire; earthquake; epidemic or pandemic; war; armed conflict; terrorism; civil unrest; riot; governmental or regulatory action; embargo; sanctions or export-control restrictions; interruption or failure of electricity, telecommunications, internet, cloud, data-center, hosting, or utility infrastructure; material outage or failure of a third-party platform, network, service, technology, or infrastructure; widespread cyberattack or malicious activity not caused by the affected party’s failure to comply with its contractual security obligations; labor strike or industrial action beyond the affected party’s reasonable control; material transportation or supply-chain disruption; shortage or unavailability of critical components or services; and any other comparable event beyond the affected party’s reasonable control.

A Force Majeure Event does not include, to the extent caused by or reasonably attributable to: (a) the affected party’s breach of this EULA or an applicable Order; (b) its negligence, willful misconduct, or failure to take commercially reasonable precautions; (c) lack of funds or inability to make payment; (d) ordinary changes in market conditions, profitability, cost, or demand; (e) a failure of personnel, contractors, suppliers, infrastructure, systems, or services where the affected party could reasonably have prevented, avoided, mitigated, or replaced the affected resource; or (f) an event that the affected party could reasonably have overcome without disproportionate cost, material degradation of security, violation of law, or material impairment of the integrity of the Software or services.

The affected party must notify the other party within a reasonable time after becoming aware that a Force Majeure Event is materially affecting performance, where notification is reasonably practicable. The notice should describe the nature of the event, the obligations materially affected, and, where reasonably determinable, the anticipated effect on performance.

The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume affected performance when reasonably practicable. The affected party is not required, however, to incur disproportionate or commercially unreasonable expense, procure substitute goods or services on commercially unreasonable terms, compromise security or technical integrity, settle a labor dispute on terms it considers unacceptable, violate applicable law, sanctions, export controls, third-party license requirements, or regulatory obligations, or implement a workaround that would materially increase legal, security, operational, or intellectual-property risk.

Any relief under this Section applies only to the obligations actually affected by the Force Majeure Event and only for the period and to the extent that performance is prevented or materially delayed. Obligations capable of being performed despite the Force Majeure Event remain in effect. Where reasonably practicable, the parties will continue performance of unaffected portions of the applicable Order.

Any time for performance of an affected obligation will be extended for a reasonable period corresponding to the effect of the Force Majeure Event, unless the nature of the obligation, the applicable Order, or mandatory law requires otherwise.

This Section does not excuse, suspend, reduce, defer, or cancel Customer’s obligation to pay any amount that became due before the Force Majeure Event or any amount properly due for Software, licenses, services, work, deliverables, third-party commitments, or other performance already provided, committed, or incurred. A Force Majeure Event does not, by itself, entitle Customer to withhold, reverse, charge back, set off, or recover any amount properly due to HuoPuo.

This Section also does not excuse obligations that, by their nature or express terms, are intended to continue notwithstanding a Force Majeure Event, including applicable confidentiality, intellectual-property protection, license restrictions, anti-circumvention obligations, protection of credentials and security mechanisms, data-protection obligations to the extent performance remains legally and practically possible, sanctions and export-control compliance, and other obligations required by applicable law.

If a Force Majeure Event prevents substantial performance of the material obligations under an affected Order for more than ninety (90) consecutive days, either party may terminate only the materially affected Order or materially affected portion of that Order by written notice, unless the parties agree in writing to continue, suspend, modify, or reschedule performance.

Termination under this Section does not, by itself, entitle Customer to any refund, pro-rata refund, credit, price reduction, compensation, damages, reimbursement, or other payment. Any refund, credit, or other financial adjustment arising solely from a Force Majeure termination will apply only if expressly provided in the applicable Order, expressly agreed by HuoPuo in writing, or required by mandatory law.

In no event will HuoPuo be required to refund amounts attributable to Software, licenses, services, deliverables, implementation, configuration, customization, migration, onboarding, training, support, hardware, appliances, third-party products or services, work already performed, rights already made available, costs already incurred, commitments already entered into, or amounts that are non-refundable or irrecoverable by HuoPuo.

If the applicable Order expressly provides for a refund following termination for a Force Majeure Event, that refund will be limited to the portion of prepaid fees expressly identified as refundable and directly attributable to the affected performance not yet provided, after deduction of accrued amounts, services or rights already provided, and reasonable non-refundable costs and commitments incurred by HuoPuo in connection with the affected Order, to the maximum extent permitted by applicable law.

No Force Majeure Event arising from or materially contributed to by Customer’s environment, systems, infrastructure, acts or omissions, breach, non-payment, instructions, failure to cooperate, failure to maintain required prerequisites, or Customer-selected third-party products or services creates any refund, credit, compensation, or termination right against HuoPuo beyond any right expressly required by mandatory law.

Nothing in this Section limits any separate right of HuoPuo to suspend, restrict, refuse, or terminate performance where continued performance would violate applicable law, sanctions, export controls, security requirements, third-party license obligations, or another express provision of this EULA or an applicable Order.

Accrued rights, payment obligations, liabilities, and provisions intended to survive termination remain unaffected by any suspension, delay, or termination under this Section.

Back to contents ↑

33. Governing Law, Arbitration, and International Disputes

Except as provided below, if any dispute, controversy, claim, or disagreement arises out of or relates to this EULA, any applicable Order, the Software, HuoPuo Proprietary Materials, or related services, including any question concerning their existence, validity, interpretation, performance, breach, termination, or enforceability, the parties will first attempt in good faith to resolve the dispute through negotiations between representatives authorized to resolve the matter.

A party commencing the informal resolution process must provide written notice of the dispute in accordance with Section 27 describing the nature of the dispute in reasonable detail. If the dispute has not been resolved within thirty (30) days after receipt of that notice, either party may commence arbitration in accordance with this Section.

The informal resolution requirement does not apply to: (a) any request for interim, emergency, injunctive, conservatory, or protective relief; (b) any actual or threatened infringement, misappropriation, unauthorized disclosure, circumvention, decryption, copying, extraction, misuse, or other violation involving intellectual property, trade secrets, Customer Confidential Information, non-public HuoPuo Proprietary Materials, security mechanisms, license-control mechanisms, or anti-circumvention obligations; (c) preservation of evidence, systems, data, property, or assets; (d) collection of undisputed amounts due and payable to HuoPuo; (e) recognition, enforcement, protection, or challenge of an arbitral award; (f) any matter requiring urgent action to prevent material prejudice or preserve legal rights; or (g) circumstances in which delaying commencement of proceedings could reasonably prejudice a limitation period, prescription period, jurisdictional right, remedy, evidence, asset, or other legal interest.

Commencement of arbitration or court proceedings solely to preserve a limitation period, obtain permitted interim or protective relief, preserve evidence or assets, or protect a legal right does not breach this informal-resolution requirement, and the parties may continue settlement discussions while such proceedings are pending.

Unless an applicable Order expressly provides otherwise in accordance with this Section, this EULA, each applicable Order, and all contractual and non-contractual rights and obligations arising out of or relating to them are governed by the substantive laws of England and Wales, without regard to conflict-of-law principles that would require application of the substantive law of another jurisdiction.

Any dispute, controversy, or claim arising out of or in connection with this EULA, any applicable Order, the Software, HuoPuo Proprietary Materials, or related services, including any question regarding their existence, validity, interpretation, performance, breach, termination, enforceability, or any related non-contractual obligation, that is not otherwise resolved or expressly permitted to proceed in court under this Section will be finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) under the DIAC Arbitration Rules in force on the date the Request for Arbitration is submitted to DIAC, which Rules are incorporated into this Section by reference.

The tribunal will consist of one (1) arbitrator appointed in accordance with the applicable DIAC Rules, unless the applicable Order expressly provides for three (3) arbitrators.

The seat, or legal place, of arbitration will be the Dubai International Financial Centre (“DIFC”), Dubai, United Arab Emirates.

The law governing the arbitration agreement contained in this Section will be the law of the DIFC. The arbitration proceedings, supervisory jurisdiction, and other matters governed by the law of the seat will be subject to the arbitration law in force in the DIFC from time to time, together with any other mandatory law applicable at the DIFC seat. The tribunal will apply the substantive governing law specified above to the merits of the dispute unless the applicable Order expressly provides otherwise.

The language of the arbitration will be Arabic unless the applicable Order expressly specifies English or another language.

Where Arabic is the language of arbitration, the tribunal may, subject to the applicable DIAC Rules and any procedural directions it considers appropriate, permit contracts, Orders, technical Documentation, correspondence, records, software-related materials, source materials, technical evidence, legal authorities, or other documents originally created in English to be submitted in English without translation, in whole or in part. The tribunal may require translation of any material where it considers translation reasonably necessary for the fair and efficient conduct of the arbitration.

The use of Arabic as the language of arbitration does not alter the contractual-language priority stated below and does not, by itself, make an Arabic translation of this EULA controlling.

The existence of an arbitration, the identity of the parties, the dispute, pleadings, submissions, evidence, documents produced or disclosed, witness or expert materials, hearings, transcripts, procedural orders, interim decisions, awards, settlements, and outcome of the arbitration will be kept confidential to the maximum extent permitted by applicable law.

A party may disclose confidential arbitration information only to the extent reasonably necessary: (a) for the conduct of the arbitration; (b) to DIAC, the tribunal, an Emergency Arbitrator, a competent court, or another authority involved in the dispute; (c) to that party’s legal advisers, professional advisers, auditors, insurers, reinsurers, financing providers, litigation or arbitration funders, affiliates, officers, employees, experts, witnesses, or other persons reasonably required to assist with the dispute, provided that such recipients are subject to appropriate confidentiality obligations where reasonably practicable; (d) to comply with applicable law, regulation, court order, regulatory requirement, stock-exchange requirement, or governmental requirement; (e) to protect, exercise, or enforce a legal right; (f) to seek, challenge, recognize, or enforce an award or other order; or (g) in connection with a bona fide financing, restructuring, assignment, merger, acquisition, sale, insurance, or similar transaction, subject to appropriate confidentiality protections where reasonably practicable.

Nothing in this confidentiality provision authorizes disclosure of HuoPuo Proprietary Materials, source code, encryption mechanisms, license-control mechanisms, security information, trade secrets, or other protected information beyond what is reasonably necessary and legally permitted for the applicable purpose.

The tribunal’s award will be final and binding on the parties, subject only to any challenge, correction, interpretation, or other recourse that cannot lawfully be excluded under the law of the seat or the applicable DIAC Rules.

Judgment upon, recognition of, and enforcement of any arbitral award may be sought in any court or jurisdiction having authority over a party, its assets, or the subject matter, including under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards adopted in New York on 10 June 1958 (the “New York Convention”) where applicable.

Without limiting Section 31, either party may request temporary, interim, emergency, conservatory, injunctive, or protective relief from the arbitral tribunal, a DIAC Emergency Arbitrator, or any court or other competent authority where such relief is legally available. Such relief may include measures to preserve evidence, systems, data, property, rights, confidentiality, intellectual property, or assets, or to prevent threatened or continuing harm.

Seeking or obtaining such interim, emergency, conservatory, or protective relief does not waive, terminate, invalidate, or otherwise prejudice the arbitration agreement contained in this Section and does not constitute an election to resolve the merits of the dispute in court.

HuoPuo may also elect to commence proceedings before a court of competent jurisdiction solely to recover amounts that are due and payable to HuoPuo and are not subject to a bona fide dispute, or to recognize or enforce an arbitral award, judgment, order, security, or other enforceable payment obligation.

HuoPuo’s commencement of such a limited court proceeding does not constitute consent to court jurisdiction for any unrelated claim, counterclaim, set-off, or dispute that is otherwise subject to arbitration under this Section. Any substantive dispute concerning liability beyond the limited court matter remains subject to arbitration to the maximum extent permitted by applicable law.

Except for matters expressly permitted to proceed before a court under this Section, matters that are legally non-arbitrable, and relief that a tribunal or Emergency Arbitrator cannot effectively grant, the merits of disputes falling within this Section remain subject exclusively to arbitration.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA or any applicable Order to the extent its application may lawfully be excluded. The Uniform Computer Information Transactions Act (“UCITA”), in any jurisdiction in which it has been enacted, does not apply to this EULA or any applicable Order to the extent its application may lawfully be excluded, unless an applicable Order expressly provides otherwise.

To the maximum extent permitted by applicable law, each dispute will be resolved on an individual basis. Neither party may bring or participate as a claimant, representative, or class member in any class action, class arbitration, collective action, mass action, representative action, private-attorney-general proceeding, or other proceeding brought on behalf of persons who are not individually parties to the relevant dispute.

The foregoing individual-basis requirement does not prohibit consolidation of related arbitrations, joinder of parties, coordinated proceedings, or other procedural mechanisms expressly permitted by the applicable DIAC Rules, provided that such procedure does not convert the arbitration into a class, collective, mass, or representative proceeding prohibited by this Section.

If the prohibition on class, collective, mass, or representative proceedings is unenforceable with respect to a particular claim or party, that restriction will be severed only to the minimum extent required for that claim or party, and the remainder of this Section will continue to apply to the maximum extent permitted by law.

Emergency arbitration, expedited proceedings, consolidation, joinder, multiple contracts, multiple parties, appointment and replacement of arbitrators, interim measures, and other procedural mechanisms are governed by the applicable DIAC Rules and mandatory law of the DIFC seat.

The parties do not opt out of any expedited-proceedings mechanism available under the applicable DIAC Rules unless the applicable Order expressly states otherwise.

An applicable Order may establish a different governing law, arbitration institution, seat, venue, language, number of arbitrators, dispute-resolution mechanism, or country-specific dispute terms, including for governmental, regulated-sector, public-sector, or cross-border Customers, but only where the Order expressly identifies the relevant alternative term or expressly states that it overrides the corresponding provision of this Section 33 and has been accepted by HuoPuo in writing.

If mandatory law prevents or restricts enforcement of the governing-law, arbitration, seat, forum, language, individual-basis, confidentiality, or other dispute-resolution provisions of this Section with respect to a particular Customer, consumer relationship, transaction, territory, or claim, the affected provision will apply only to the maximum extent permitted by such mandatory law and will be restricted or severed only to the minimum extent necessary. The remainder of this Section and this EULA will continue in full force to the maximum extent permitted by applicable law.

Nothing in this Section creates consumer status or consumer-protection rights for a Customer that does not qualify for such status or rights under applicable law.

This EULA is drafted and adopted in English. Any Arabic or other translation may be provided for convenience, accessibility, or operational use. To the maximum extent permitted by applicable law, the English-language version is the authoritative and controlling version in the event of any inconsistency, ambiguity, discrepancy, or difference in interpretation between language versions, unless an applicable Order expressly designates another language version as controlling or mandatory law requires otherwise for the particular Customer, transaction, or territory.

The fact that arbitration is conducted in Arabic does not alter the controlling status of the English-language version of this EULA under the preceding paragraph.

Back to contents ↑

34. Consumer, Mandatory Law, and Non-Waivable Rights Savings Clause

Nothing in this EULA excludes, waives, restricts, or limits any right, remedy, warranty, condition, statutory guarantee, liability, disclosure obligation, data-protection right, consumer protection, or other legal protection, but only to the extent that such right, remedy, protection, obligation, or liability cannot lawfully be excluded, waived, restricted, or limited under mandatory law actually applicable to the particular Customer, transaction, territory, or claim.

Except to that mandatory extent, all exclusions, restrictions, disclaimers, license conditions, liability limitations, limited warranties, remedies, and other provisions of this EULA and the applicable Order remain in full force and effect.

No reference in this EULA to consumer law, mandatory rights, statutory protections, interoperability, decompilation, observation, study, testing, security reporting, security research, reverse engineering, or any similar activity creates, acknowledges, expands, or grants any independent contractual right for Customer to engage in such activity.

Any such activity is permitted only if and to the extent that:

(a) HuoPuo has expressly authorized it in writing;

(b) an applicable license governing an Identified Component expressly permits it with respect to that Identified Component; or

(c) applicable mandatory law grants a right that cannot lawfully be excluded, waived, or restricted by contract, in which case that right applies only within the purpose, conditions, limitations, and requirements imposed by that law.

No such statutory right applicable to a particular component, lawful copy, specific functionality, or legally protected activity extends to HuoPuo Proprietary Materials generally or to any component, system, environment, credential, encryption mechanism, license-control mechanism, deployment-control mechanism, access-control mechanism, security measure, data, network, or other material to which that right does not legally apply.

Customer acknowledges that, before entering into the applicable Order and purchasing the license, Customer was provided a reasonable opportunity to evaluate and test the Software and determine its suitability for Customer’s requirements, including, as made available by HuoPuo for the relevant transaction, through a Test Appliance, trial version, evaluation environment, demonstration, Documentation, specifications, or other pre-purchase evaluation means.

Customer acknowledges that it is responsible for identifying its business, technical, operational, regulatory, integration, performance, localization, and workflow requirements before purchasing the license, and that its purchase decision is based on its independent evaluation of the Software and on the commitments and specifications expressly stated in the applicable Order and incorporated contractual documents.

To the maximum extent permitted by applicable law, Customer’s dissatisfaction after purchase with any feature, functionality, limitation, behavior, design, or workflow that was reasonably apparent, disclosed, or reasonably available for evaluation or testing before purchase does not, by itself, constitute a breach by HuoPuo or provide a basis for a refund, cancellation, termination, compensation, or other remedy, unless HuoPuo expressly made a contrary commitment in the applicable Order or mandatory law requires otherwise.

To the maximum extent permitted by applicable law, HuoPuo is not responsible for the Software’s failure to satisfy any particular purpose, outcome, process, integration, or Customer-specific requirement that was not expressly identified before purchase and accepted by HuoPuo in writing as a contractual commitment.

Pre-purchase testing or evaluation does not, however, constitute a waiver by Customer of any right that Customer cannot lawfully waive under mandatory law, nor does it relieve HuoPuo of any express obligation accepted by HuoPuo in writing in the applicable Order or of any liability that cannot lawfully be excluded.

If any mandatory warranty, condition, statutory guarantee, right, remedy, disclosure obligation, or other protection applies to a particular Customer or transaction under applicable consumer-protection law or other mandatory law, this EULA does not grant Customer any additional or broader warranty, right, remedy, protection, compensation, or entitlement beyond that required by such law.

Any non-excludable right or protection applies only to the extent, for the period, for the purpose, and subject to the conditions and requirements imposed by the mandatory law actually applicable.

To the extent applicable law permits HuoPuo to exclude, restrict, qualify, cap, or otherwise limit its liability or any warranty, condition, statutory guarantee, right, remedy, or protection, HuoPuo does so to the maximum extent permitted by that law.

Where applicable law permits the parties to agree on the form, scope, or amount of a remedy, or permits HuoPuo to select among legally available remedies, HuoPuo may, at its option and to the extent legally permitted, satisfy the applicable obligation through re-performance, re-supply, repair, correction, replacement, provision of an equivalent remedy, or payment of the legally permitted cost of the applicable remedy.

No remedy identified in this Section constitutes an independent promise or guarantee by HuoPuo merely because it is referenced here. The existence and scope of any remedy depend on the mandatory law actually applicable to the relevant Customer, transaction, and claim.

This Section does not itself create any right to terminate, cancel, withdraw, obtain a refund or pro-rata refund, receive a credit, obtain a price reduction, extend a license term, receive compensation or damages, obtain service credits, require continued service, or obtain any other remedy.

Any such right exists only if and to the extent that:

(a) it is expressly provided in the applicable Order;

(b) HuoPuo expressly agrees to it in writing; or

(c) it is required by mandatory law actually applicable to the relevant Customer, transaction, territory, or claim.

Where mandatory law requires a refund, cancellation right, price reduction, re-performance, repair, replacement, compensation, or other remedy that cannot lawfully be excluded, HuoPuo will provide only the remedy and amount required by such law, subject to any legally permitted conditions, deductions, set-offs, exclusions, limitations, procedures, time limits, evidentiary requirements, or remedy-selection rights available to HuoPuo.

Nothing in this Section prevents HuoPuo from relying on any limitation, qualification, defense, exemption, statutory exception, reasonableness standard, causation requirement, contributory-fault principle, duty to mitigate, limitation period, procedural requirement, evidentiary requirement, or other protection available to HuoPuo under applicable law.

This EULA is intended primarily for business, commercial, professional, organizational, governmental, institutional, contractor, freelancer, and other use connected wholly or mainly with a trade, business, craft, profession, organization, or public function.

Neither this Section nor any reference elsewhere in this EULA to consumers, consumer law, mandatory protections, statutory guarantees, refunds, cancellation rights, or other non-waivable rights constitutes an admission or representation by HuoPuo that any Customer is a consumer, microbusiness, protected purchaser, weaker contracting party, or member of any other legally protected category.

Consumer status or any other legally protected status exists only where Customer independently satisfies the applicable legal definition and requirements under the law governing the relevant transaction or claim.

Nothing in this EULA creates consumer status or consumer-protection rights for any person or entity that does not independently qualify for such status or rights under applicable law.

If mandatory law or protected legal status applies only to a particular Customer, user, transaction, territory, product, service, Order, or claim, the resulting mandatory protection applies only to that Customer, user, transaction, territory, product, service, Order, or claim and does not enlarge the rights of any other Customer, affiliate, user, transaction, or person.

If different mandatory rules apply to consumers, microbusinesses, public-sector bodies, regulated entities, individuals, or Customers in particular jurisdictions, each relevant provision of this EULA will be applied, restricted, or severed only to the minimum extent necessary to comply with the mandatory rule applicable to the particular Customer, transaction, territory, or claim.

Any provision that cannot lawfully be enforced in its full contractual scope because of mandatory law will remain enforceable to the maximum extent permitted by law, and all unaffected provisions of this EULA will remain in full force and effect.

For the avoidance of doubt, this Section is a savings provision only and is not an independent source of Customer rights, HuoPuo obligations, warranties, remedies, permissions, authorizations, or admissions beyond those expressly created by this EULA, the applicable Order, another applicable written agreement accepted by HuoPuo, an applicable license governing an Identified Component, or mandatory law.

Back to contents ↑

35. Interpretation and Reservation of Rights

Unless the context expressly requires otherwise, the words “include,” “includes,” and “including,” and expressions such as “including without limitation,” “such as,” “for example,” and similar terms, are illustrative and not limiting. Any example, category, enumeration, or list does not limit the generality or scope of the words, rights, obligations, restrictions, remedies, or circumstances that precede or accompany it.

Headings, titles, captions, numbering, formatting, and any table of contents are provided for convenience and organization only and do not limit, expand, or otherwise affect the interpretation of this EULA.

References to a Section are references to a section of this EULA unless expressly stated otherwise. References to the singular include the plural and vice versa where the context reasonably permits.

Where this EULA requires a notice, approval, consent, authorization, acceptance, amendment, waiver, or other matter to be “written” or “in writing,” that requirement may be satisfied by an electronic record capable of being retained and reproduced, including an email or another electronic method expressly permitted by this EULA or the applicable Order, except where this EULA expressly requires a particular form, an authorized representative’s express written approval, a signature, or where mandatory law or applicable procedural rules require another form or method.

An automated notification, system-generated message, support communication, technical response, portal activity, acknowledgment, or other electronic communication does not constitute HuoPuo’s consent, waiver, amendment, contractual commitment, or acceptance of additional terms unless it expressly states that effect and is issued or approved by a representative of HuoPuo authorized to make that commitment.

Where this EULA prohibits Customer from performing an act, that prohibition also includes, to the maximum extent permitted by applicable law, causing, directing, authorizing, permitting, knowingly enabling, facilitating, assisting, or procuring another person to perform that act on Customer’s behalf or for Customer’s benefit, and attempting any prohibited act, unless this EULA expressly provides otherwise.

Where a right, permission, license, exception, remedy, or authorization is stated to apply only in specified circumstances, it does not extend beyond those circumstances merely by implication, analogy, prior practice, course of dealing, silence, tolerance, or because HuoPuo has not exercised an available enforcement right.

All right, title, and interest in and to HuoPuo Proprietary Materials that are not expressly granted to Customer under this EULA or an applicable Order are reserved by HuoPuo. No license or other right in HuoPuo Proprietary Materials arises by implication, estoppel, course of dealing, or otherwise merely from access to, delivery of, possession of, payment for, interoperability with, or use of the Software or related materials, except to the extent a right cannot lawfully be excluded or arises under an applicable license governing an Identified Component.

Nothing in this Section limits any rights independently granted under the applicable license of an Identified Component or any right that cannot lawfully be excluded or restricted under mandatory law.

Back to contents ↑

36. Contact

For licensing, authorization, general, legal, security, privacy, support, or other inquiries relating to HuoPuo, the Software, this EULA, or an applicable Order, the following contact channels apply:

HuoPuo, LLC

Website: https://www.huopuo.com

General Contact: info@huopuo.com

Security Contact: security@huopuo.com

Legal Notice Address: legal@huopuo.com

The General Contact address may be used for general commercial, licensing, administrative, privacy, and other inquiries unless HuoPuo designates a more specific channel for the relevant matter.

The Security Contact address is intended for security reports, vulnerability notifications, suspected security incidents, and communications governed by Section 15 or related HuoPuo security procedures. Submission of a communication to the Security Contact address does not, by itself, constitute authorization to conduct security testing, penetration testing, vulnerability research, reverse engineering, circumvention, decryption, or any other activity restricted by this EULA.

All contractual or legal notices required to be given to HuoPuo under this EULA or an applicable Order must be sent to legal@huopuo.com, or to another electronic legal-notice address expressly designated by HuoPuo in writing in accordance with Section 27.

Unless HuoPuo expressly agrees otherwise in writing, a communication sent only to the General Contact address, Security Contact address, a support channel, an employee, contractor, sales representative, account representative, technical representative, social-media account, customer-portal function not designated for legal notices, or any other address or channel does not constitute valid contractual or legal notice to HuoPuo.

A response, acknowledgment, forwarding, review, or other action by HuoPuo or its personnel in relation to a communication sent through a channel not designated for legal notices does not waive the notice requirements of this EULA or cause that channel to become an authorized legal-notice address unless HuoPuo expressly agrees otherwise in writing through an authorized representative.

HuoPuo receives contractual legal notices electronically and is not required to accept, and Customer must not rely upon, postal mail, courier, hand delivery, or other physical delivery for contractual notices, except where an applicable Order expressly provides otherwise or mandatory law or applicable rules governing service of legal process require another method.

Service of court proceedings, arbitral process where formal service is required, governmental process, or other documents subject to mandatory procedural requirements remains governed by applicable law, applicable procedural rules, and applicable arbitration rules. Nothing in this Section modifies or excludes any mandatory requirement governing service of legal process.

Legal, licensing, privacy, security, compliance, open-source, third-party, and other legal or compliance materials published by HuoPuo may be made available at https://www.huopuo.com/legal or at another location designated by HuoPuo.

HuoPuo may designate additional or replacement contact channels through its Website, Documentation, customer portal, support materials, applicable Order, or other written communication. However, a replacement Legal Notice Address will become effective for purposes of contractual legal notices only when expressly identified by HuoPuo as a replacement or additional legal-notice address in accordance with Section 27.

The publication of contact information, policies, notices, legal materials, compliance materials, or other information on a HuoPuo website or portal does not, by itself, amend this EULA or an applicable Order except as expressly provided in Section 28 or another applicable contractual provision.

Back to contents ↑