1. ACCEPTANCE OF TERMS

1.1

This Terms of Service, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 11 (the “TOS”), is an agreement you must accept in order to use CanCan Group® ’s Service (as defined below). This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Cloud Services for SME Technology Limited (微企雲商科技有限公司) (“CanCan Group® ”, “we”, “us” or “our”) only provides its Service (as defined below) to you subject to this TOS. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms (including the Privacy Policy, the terms of which are incorporated herein by reference). If you do not agree to be bound by the terms of this TOS, then you may not use the Services.

1.2

You may be referred to in this TOS as “you” or “your”, or may be referred to specifically in your applicable role as an Administrator or an Authorized User (each as defined below). If you are entering into this TOS on behalf of a company or other legal entity, this TOS shall be a binding agreement between CanCan Group® and the company or other legal entity that you represent, and you represent that you have the authority to bind such entity, its users, and its affiliates to this TOS. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. If you are entering into this TOS as an individual and not on behalf of a company or other legal entity, this TOS shall be a binding agreement between CanCan Group® and you personally. You acknowledge that this TOS is a contract between you and CanCan Group® , even though it is electronic and is not physically signed by you and CanCan Group® , and it governs your use of the Service.

1.3

CanCan Group® reserves the right, at its sole discretion, to modify this TOS, at any time. If we modify the TOS, we will provide you with reasonable notice prior to the modifications taking effect either by emailing the email address associated with your account or by posting the modification on the Site. You can review the current version of the TOS at any time by visiting this page. We will also update the “Last Updated” date at the top of this TOS so that you will know when the latest update to the TOS occurred. By continuing to access or use the Service after we have provided you with notice of a modification or have posted a modification on the Site, you are indicating that you agree to be bound by the modified TOS. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and cease using the Services.

1.4

By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS.

2. DESCRIPTION OF SERVICE

The “Service(s)” means the online expense management, billing processing, financial data management and other related financial tools and services provided by CanCan Group® , which can be accessed through an application downloaded to a mobile device (the “Application”) and at the website http://www.cancangroup.com(the “Site”). The “Service” does not include Financial Data (as defined below). CanCan Group® reserves the right to make modifications to the Services or particular components of the Services from time to time without notice to you, and reserves the right to discontinue offering the Service at any time, subject to the applicable terms of this TOS. Any modifications and new features added to the Service are also subject to this TOS.

3. ACCESS AND USE OF THE SERVICE

3.1

In order to access the Service, you must register to create a CanCan Group® account and become a member of the Service. When registering with CanCan Group® , you agree to (i) provide true, accurate, current and complete information about yourself (or, if applicable, the entity you represent) as prompted by Service’s registration form, as updated from time to time; and (ii) maintain and promptly update the information submitted at registration to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

3.2

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the entity you represent) to access or use the Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You and/or your Authorized Users, should only access the Services within a secure environment and take appropriate steps to always ensure that login credentials and passwords are kept safe at all times. You should notify us as soon as possible if you become aware of any misuse of your password or your account, and immediately change your password within the Services. CanCan Group® cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

3.3

You acknowledge and agree that you are, or a person who you authorized to initially register for and create an account to use the Service is, the administrator (the “Administrator”). Administrators may authorize additional individuals to access or use the Service (each such individual, an “Authorized User”).

3.4

The Administrator is responsible for determining (i) which individuals shall be granted Authorized User status so that they can access the Service, and (ii) what level of access rights shall be granted to each such Authorized User. Depending on the types of access rights the Administrator grants to an Authorized User, such Authorized User might be able to delete, copy, or view the content and data accessible in the Administrator account. If the Administrator chooses to close or terminate access to the Service, Authorized Users will no longer be able to access the Service or any of the content within the Service. The Administrator might wish to provide advanced notice to each Authorized User of the Administrator’s intention to terminate access to the Services before taking such action. You will be held responsible for the actions and use of the Service by your Administrator and Authorized Users. A violation of this TOS by your Administrator or an Authorized User may result in the termination of your access to the Service or of the Administrator’s or any Authorized User’s access to the Service.

4. FEES AND PAYMENT

Signing up for a CanCan Group® account is free, and you can use certain basic features of the Services for free up to 30 days. For Services offered on a payment or subscription basis, the prices, features, and options of such Services vary depending on which subscription plan you select, the details of which are described on the Site. You will pay us the applicable fees and charges for use of the Services as described on the Site using one of the payment methods we support. The prices described on the Site exclude applicable taxes and currency exchange costs, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Unless otherwise required by law or by a particular Service offer, all payments to us are final and non-refundable.

5. INTELLECTUAL PROPERTY

5.1

“Software” shall mean the proprietary CanCan Group® software used in connection with the Service, including any software that is part of the Application or the Site. The Service, especially the Software, contains proprietary and confidential information that is protected by applicable intellectual property and other laws. CanCan Group® (or its licensor) shall own all right, title, and interest in and to the Service, Software, Application, Site and any copies and any derivatives or modifications thereof. Subject to the terms and conditions of this TOS, CanCan Group® only grants you a non-sublicensable and non-exclusive license to use the object code of the Software solely in connection with the Service. Any rights not expressly granted herein are reserved.

5.2

CanCan Group® reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential CanCan Group® customers. For example, we might list your company on one of our webpages under lists of CanCan Group® customers. We don’t want to list customers who don’t want to be listed, so you may send an email to info@cancangroup.com stating that you do not wish to be used as a reference.

5.3

If you send us any feedback or suggestions regarding the Service, you grant CanCan Group® an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

6. THIRD PARTY APPLICATIONS

By using the Services, you agree that we may market to you or offer you access to applications, integrations, services, products, or implementation, customization and other consulting services related thereto, provided by a third party other than CanCan Group® , that interoperate with the Service, such as Wechat Pay or Ali Pay (each a “Third Party Application”). If you decide to use or access any Third Party Applications, you agree that you are solely responsible for your relationship with the provider of that Third Party Application. CanCan Group® is not affiliated with any Third Party Applications and does not endorse or recommend any Third Party Applications. You agree that the providers of the Third Party Applications, and not CanCan Group® , are solely responsible for their own actions or inactions. CanCan Group® is not liable for any damages, claims or liabilities arising out of or related to any Third Party Applications. You agree that you will (a) review and comply with all Third Party Application terms and conditions, and (b) not use the Third Party Applications in any manner that would infringe or violate the rights of CanCan Group® or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

7. FINANCIAL DATA RIGHTS AND RELATED RESPONSIBILITIES

7.1

You shall retain all right, title and interest in and to all graphics, images, files, data and other information transmitted, input or uploaded by you or your Authorized User in connection with your use of the Service, including any financial or accounting related data, and all reports or other materials generated from such data (collectively, “Financial Data”), provided, however, that you hereby grant to CanCan Group® a worldwide, royalty-free, non-exclusive license to use your Financial Data for purposes of enabling you to access and use the Service and enabling CanCan Group® to perform its obligations under this TOS and provide you with access to the Service.

7.2

You represent and warrant to CanCan Group® that (i) if you are an individual, you are fully able and competent to enter into and comply with the terms and conditions in this TOS, and if you are entering into this TOS on behalf of a company or other legal entity, you have been granted the full power and authority by such company or legal entity to enter into this TOS on its behalf; (ii) you own all Financial Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow CanCan Group® to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Financial Data and your other activities in connection with the Service, and CanCan’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Financial Data contain any matter that is unlawful or illegal.

7.3

You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner. Misuse the Service shall include but not be limited to the following prohibited actions:

(i)

upload, post, transmit, or otherwise make available any of Financial Data that is unlawful or illegal, including without limitation, any of Financial Data that is libelous, or invasive of another's privacy;

(ii)

upload, post, transmit, or otherwise make available any of Financial Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iii)

upload, post, transmit or otherwise make available any of Financial Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(iv)

sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 15) the Service or its use, or offer the Service on a time share basis to any third party;

(v)

use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;

(vi)

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;

(vii)

use the Service to engage in any unlawful or illegal activities; and/or

(viii)

collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

8. TERM AND TERMINATION

8.1

This TOS will continue in full effect unless and until your account or this TOS is terminated.

8.2

If you breach any of the terms of this TOS, whether your account is a free account or not, CanCan Group® will have right to suspend, disable or terminate your account and your access to the Service, at its sole discretion and without prior notice to you. In addition, CanCan Group® reserves the right to terminate any free account at any time with or without cause. Upon termination (i) you must immediately stop using the Services and (ii) outstanding payments (if any) will be immediately due and payable. Upon any termination of this TOS, CanCan Group® will have no obligation to maintain or provide Financial Data and CanCan Group® may delete your account, meaning that CanCan Group® may delete or destroy all copies of Financial Data in CanCan’s possession or control, in a reasonably expedient way, unless legally prohibited from doing so. In the event CanCan Group® terminates this TOS for your breach, you will remain liable for any and all payments (if any) due hereunder.

8.3

The terms of Sections 8 (Term and Termination), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Choice of Law and Dispute Resolution), Section 12 (Indemnification), Section 13 (Enforceability), Section 14 (Integration and Authority), Section 15 (Assignment), Section 16 (Notices) and Section 17 (Waiver and Severability of Terms) shall survive termination of this TOS.

9. DISCLAIMER OF WARRANTIES

9.1

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but CanCan Group® shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Financial Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. You acknowledge that you bear sole responsibility for adequate security, protection and backup of Financial Data. CanCan Group® will have no liability to you for any unauthorized access or use of any of Financial Data, or any corruption, deletion, destruction or loss of any of Financial Data.

9.2

The service, SOFTWARE, APPLICATION, SITE and all related components and information are provided on an “as is” and “as availabe” basis without any warranties of any kind, and CanCan Group® expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non infringement. You acknowledge that CanCan Group® does not warrant that the service, SOFTWARE, APPLICATION and SITE will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the services, and no information, advice or services obtained by you from CanCan Group® or through the service shall create any warranty not expressly stated in this TOS. CanCan Group® , ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW

10. LIMITATION OF LIABILITY

10.1

You acknowledge that, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CanCan Group® , ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS TOS SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CanCan Group® , ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CanCan’S SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CanCan Group® AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CanCan Group® , ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

10.2

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, CanCan’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. CHOICE OF LAW AND DISPUTE RESOLUTION

The TOS and the relationship between the parties shall be governed by the laws of Hong Kong without regard to its conflict of law. Any dispute, controversy or claim arising out of or relating to this TOS, including the validity, invalidity, breach or termination thereof, shall be submitted by any party to be finally resolved by arbitration by written notice to the other parties. The Arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Center (“HKIAC”). The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the HKIAC in effect at the time of the arbitration.

12. INDEMNIFICATION

You shall defend, indemnify, and hold harmless CanCan Group® from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Financial Data, or any breach of this TOS by your Authorized User (if you are the Administrator). CanCan Group® shall provide notice to you of any such claim, suit or demand. CanCan Group® reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting CanCan’s defense of such matters.

13. ENFORCEABILITY

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

14. INTEGRATION AND AUTHORITY

This TOS (including the Privacy Policy, the terms of which are incorporated herein by reference) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind CanCan Group® in any respect whatsoever.

15. ASSIGNMENT

You may not assign this TOS without the prior written consent of CanCan Group® , except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon thirty (30) days prior notice to CanCan Group® . CanCan Group® may assign or transfer this TOS, at its sole discretion, in whole or in part, without notice to you.

16. NOTICES

Except as otherwise set forth herein, any notices or other communications permitted or required under this TOS will be in writing and will be deemed to have been duly given (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by facsimile or email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. You can contact us as follows:

Email: info@cancangroup.com

Alternatively, by regular mail addressed to:

Unit 235, 2/F, Building 12W, Phase 3, Hong Kong Science Park, No. 12 Science Park West Avenue, N.T., Hong Kong

17. WAIVER AND SEVERABILITY OF TERMS

The failure of CanCan Group® to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

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