BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY AUTOMQ OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE BINDING ARBITRATION TERMS SET FORTH IN SECTION 12.3. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY AUTOMQ OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.IF YOU ARE USING ANY AUTOMQ OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

AutoMQ respects user data and privacy. For details, please refer to the AutoMQ Privacy Policy.

Unless otherwise expressly agreed in this Agreement, the pricing standards, billing rules, payment methods, and other fee-related terms (collectively, the "Fee Rules") for the Service shall be as set forth on the relevant pages of AutoMQ’s official website https://www.automq.com/. AutoMQ shall charge Customer for the Service in accordance with the then-applicable Fee Rules as published on such pages.

The Service is offered under two billing models: pay-as-you-go based on actual usage and subscription-based prepayment for a specified duration. You can flexibly choose the service plan that best suits your actual business needs. AutoMQ welcomes eligible customers to apply for a free trial. Specific eligibility criteria, application channels, and free usage allowances are subject to the information published on the official AutoMQ website.Payment shall be made via online bank transfer, Marketplace or other designated payment channels specified by AutoMQ. The specific payment methods and related procedures shall be governed by the information published on AutoMQ’s official website and the terms of the applicable Order Form.Customer acknowledges and agrees that AutoMQ’s provision of the Service is contingent upon Customer’s timely and full payment of all applicable fees under this Agreement. In the event of Customer’s failure to pay fees as agreed, AutoMQ may issue reasonable notices or demands and reserves the right to suspend or terminate the Service. Furthermore, AutoMQ shall be entitled to recover all outstanding fees accrued prior to such suspension or termination.

Customer acknowledges and agrees that the fees, pricing, and charging standards for the Service (including any features or functionalities) may be modified by AutoMQ from time to time. Any such modifications shall be communicated by AutoMQ through a notice posted on the appropriate section of its official website. If Customer does not accept such modifications, Customer may discontinue use of the Service, provided that Customer shall (i) migrate its business data and (ii) settle all outstanding fees with AutoMQ. Customer’s continued use of the Service following such modifications shall constitute irrevocable acceptance of the revised terms.

Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the AutoMQ Offerings by its Users. If AutoMQ has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, AutoMQ will invoice Customer and Customer will pay that amount unless Customer provides AutoMQ with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to AutoMQ, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, AutoMQ receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon AutoMQ’s request, Customer will provide to AutoMQ its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the purchased services.

AutoMQ will not exercise its rights under Section 7.2 (Termination for Cause) or Section 7.5(a) (Suspension of the AutoMQ Offerings) with respect to non-payment by Customer in the event of a Payment Dispute. If the parties are unable to resolve such Payment Dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no Order Form currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.

Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice (without limiting Section 6.5 (Payment Disputes)); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within sixty (60) days (to the extent such termination is not prohibited by law). Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. For any termination of this Agreement by Customer for cause in accordance with Section 7.2(a), Customer shall be entitled to a refund of any prepaid unused Fees for the Service purchased hereunder.

Upon written notice to AutoMQ, Customer will have up to thirty (30) calendar days from termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. AutoMQ shall have no further obligation to make Customer Data available after the later of (a) the effective date of termination of this Agreement, or (b) the Retrieval Right period, if applicable, and thereafter AutoMQ shall promptly delete the Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data and shall cease use of and access to the AutoMQ Offerings (including any related AutoMQ Technology) and delete all copies of Client Software, Documentation, any associated passwords or access codes, and any other AutoMQ Confidential Information in its possession. Notwithstanding any termination or anything to the contrary in this Agreement or any Order Form, Customer shall pay for all of its use of the AutoMQ Offerings.

The following sections will survive any expiration or termination of this Agreement: 1.4 (General Restrictions), 3 (Intellectual Property and Trademarks), 4 (Confidentiality), 6 (Fees and Payment; Taxes; Payment), 7 (Term and Termination), 8.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Remedies and Damages), 12 (General Terms), and 13 (Definitions).

In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, AutoMQ reserves the right to suspend provision of the AutoMQ Offerings: (a) if any Fees are thirty (30) days or more overdue (and are not otherwise subject to Section 6.5 (Payment Disputes)); (b) if AutoMQ deems such suspension necessary as a result of Customer’s breach of Sections 1.4 (General Restrictions) or 2.2 (Use Obligations); (c) if AutoMQ reasonably determines suspension is necessary to avoid material harm to AutoMQ or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of AutoMQ’s control; or (d) as required by law or at the request of governmental entities.

8. Warranty ; Disclaimer

During a Subscription Term, AutoMQ will provide Customer the level of support for the Service set forth in the applicable Order Form, in accordance with the SLA.

AutoMQ will defend Customer against any claim by a third party alleging that the Service when used in accordance with this Agreement, infringes any intellectual property right of such third party and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by AutoMQ (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the Service results (or in AutoMQ’s opinion is likely to result) in an infringement claim, AutoMQ may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Service ; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form, and refund to Customer any prepaid unused Fees for the applicable Service . The foregoing indemnification obligation of AutoMQ will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service by any party other than AutoMQ or based on Customer’s specifications or requirements; (2) the combination of the Service with products or processes not provided by AutoMQ; (3) any use of the Service in non-conformity with this Agreement; or (4) any action arising as a result of Customer Data, or any deliverables or components not provided by AutoMQ. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.

Customer will defend AutoMQ against any claim by a third party arising from or relating to any Customer Data, Customer Materials or any Customer-offered product or service used in connection with the Service and will indemnify and hold harmless AutoMQ from and against any damages and costs awarded against AutoMQ or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.

In the event of a potential indemnity obligation under Section 10, the indemnified party will: (a) promptly notify the indemnifying party in writing of the claim, (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under Section 10 shall not relieve the indemnifying party of its obligations under Section 10. However, the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under Section 10 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

‍“AutoMQ” means AutoMQ HK Limited or an Authorized AutoMQ Affiliate, as applicable.

‍“AutoMQ Offering(s)” means the Service and any support and other ancillary services (including, without limitation, services to prevent or address service or technical problems) provided by AutoMQ.

‍“AutoMQ Technology” means the Service, Documentation, Client Software, Deliverables, and any and all related and underlying technology and documentation in any AutoMQ Offerings; and any derivative works, modifications, or improvements of any of the foregoing.

‍“Client Software” is any desktop client software that is made available to Customer by AutoMQ for installation on Users’ computers to be used in connection with the applicable Service.

‍“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data will be deemed Confidential Information of Customer without any marking or further designation. All AutoMQ Technology and the terms and conditions of this Agreement will be deemed Confidential Information of AutoMQ without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party.

‍“Contractor” means Customer’s and its Affiliates’ independent contractors and consultants.

‍“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.

‍“Customer Materials” means any materials provided to AutoMQ in connection with the Service.

‍“Disclosing Party” is defined in Section 4 (Confidentiality).

‍“Documentation” means AutoMQ’s technical documentation and usage guides expressly designated by AutoMQ as applicable to the Service at https://www.automq.com/docs/automq-cloud/overview.

‍“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

‍“Order Form” means the AutoMQ ordering document governed by this Agreement that is signed by AutoMQ and Customer and specifies the AutoMQ Offerings procured by Customer.

‍“Payment Dispute” means Customer’s reasonable and good faith dispute over the applicability of certain charges that have not yet been paid by Customer which Customer is diligently cooperating to resolve.

‍“Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.

‍“Receiving Party” is defined in Section 4 (Confidentiality).

‍“Retrieval Right” is defined in Section 7.3 (Effect of Termination; Customer Data Retrieval).

‍“Service” means the generally available software-as-a-service offering hosted by or on behalf of AutoMQ and ordered by or for Customer as set forth in an Order Form.

‍“SLA” means AutoMQ’s Service Level Agreement available at https://automq.com/sla.

‍“Subscription Term” means the period of time during which Customer is authorized to access the relevant AutoMQ Offering(s), as specified in the applicable Order Form.

‍“Taxes” means taxes, levies, duties, tariffs, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of AutoMQ.

‍“Usage Data” means usage and operations data in connection with the Customer’s use of the Service, including query logs and metadata (e.g., object definitions and properties).

‍“User” means the persons designated and granted access to the Service by or on behalf of Customer, including, as applicable, any of its and its Affiliates’ Contractors.

‍“VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Customer is legally registered and the ordered services are used for business use.