Open Platform Membership Agreement

BLUETTI Open Platform Service Agreement

1. ACCEPTANCE OF TERMS

This Agreement sets out the terms and conditions of your access to the website (“BLUETTI Open Platform”),and constitutes a legally binding agreement. This Agreement is made between you and us for your use of the BLUETTI Open Platform, since the BLUETTI Open Platform is owned by Shenzhen PowerOak Newener Co.,ltd (referred to as"BLUETTI"). By using the BLUETTI Services, you acknowledge that you have read and understood this Agreement. If you do not accept all of the terms and conditions, please do not continue with the registration process and/or continue to use the BLUETTI Services.
This agreement includes the body of the agreement and all the rules that BLUETTI has issued or may issue in the future. All rules are an integral part of the Agreement and have the same legal effect as the main text of the Agreement.

2. REGISTRATION

You are responsible for providing accurate registration/login information and for keeping your registration/login information up to date in the event of changes. We may verify your registration/login information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information we collect will be used to determine if you are eligible to begin and/or continue to use the BLUETTI Services. We reserve the right to limit or suspend your access to BLUETTI Services in the event we are unable to obtain or verify your information.

3. ACCOUNT CONTROLS

3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) all consequences of use or misuse of your username and password.

3.2 If you are a business entity and provided that we have enabled such function on the BLUETTI Open Platform, you may appoint your officers, employees, agents, representatives and other persons who are designated and duly authorized by you (“Authorised Users”) to access the BLUETTI Open Platform and use the BLUETTI Services on your behalf pursuant to this Agreement. Each such Authorised User shall be deemed to have accepted this Agreement and references to “you” and “your” shall (where the context admits) be read as including your Authorised Users. Your username and password is unique to your use of the BLUETTI Open Platform and you shall not share, assign or permit the use of your username and password, or otherwise grant access to your BLUETTI Open Platform Account, except as permitted under this Agreement. You acknowledge that the use of your username and password by persons other than Authorized Users (“unauthorized persons”) may cause irreparable harm to us and/or our affiliates and you shall indemnify us and/or our affiliates against any loss or damages suffered by us and/or our affiliates as a result of such unauthorized use. If unauthorized persons access the BLUETTI Open Platform using your username and password, we will treat this as if you have authorized such use and you will be responsible for any and all transactions and fees incurred by, or any other consequences arising from, such use. You undertake to notify us immediately of any unauthorized use of or access to the BLUETTI Open Platform or any other breach of security.

3.3 If you have appointed Authorized Users, you represent and warrant that all Authorised Users have been duly authorised by you to access the BLUETTI Open Platform on your behalf and can legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the BLUETTI Open Platform using your (or an Authorised User’s) username and password.

4. YOUR RESPONSIBILITIES

4.1 You will use the BLUETTI Open Platform in good faith and in compliance with all applicable laws and regulations.

4.2 The information and material you provide in connection with the use of the BLUETTI Open Platform is true, lawful and accurate, and is not false, misleading or deceptive.

4.3 You shall not use the BLUETTI Open Platform to defraud us, our affiliates or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).

4.4 You shall not use the BLUETTI Open Platform for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the BLUETTI Open Platform.

4.5 You expressly understand and agree that you shall indemnify BLUETTI, including reasonable attorney's fees, if you against any loss, claim by any third party, or penalty imposed by any administrative authority as a result of any violation of relevant laws or the provisions of this Service Agreement.

4.6 We may suspend or limit your access to the BLUETTI Open Platform or terminate this Agreement and deny you access to the BLUETTI Open Platform if we believe you may have engaged in the restricted activities described above. We may also suspend the balance in your account on the BLUETTI Open Platform if reasonably necessary to protect against liability risks or to take legal action against you.

5. PRIVACY

Except for the purposes set out under this Agreement or in such other written agreement signed between you and us or our affiliate:
a) You shall not disclose or make available to us through the BLUETTI Open Platform any personal information including those of your agents, representatives, employees or customers.
b) You shall ensure that all information disclosed and/or transferred to us has been properly anonymized such that it no longer constitutes personally identifiable information or personal data under applicable laws nor subject to any obligations under applicable privacy or data protection laws.

6. INTELLECTUAL PROPERTY

All content, trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the BLUETTI Open Platform are Trademarks of BLUETTI or its associated parties. Nothing contained on this BLUETTI Open Platform should be construed as granting by implication or otherwise, any license or right to use any of the Trademarks without the written permission of BLUETTI or such associated party or third party that may own the Trademark. All content available on the BLUETTI Open Platform, including but not limited to text, graphics, photographs, sounds, music, videos, user manuals, information, applications, source codes, and the layout of the BLUETTI Open Platform (“the Content”), are protected by applicable intellectual property-related laws and regulations. The Content or the underlying intellectual property rights are owned by BLUETTI or its associated parties, or are used by BLUETTI under a license or with permission. You may not use, copy, publish, distribute, license, reverse engineer, edit or modify the Content, unless such rights are expressly granted to you by agreement. BLUETTI reserves the right to take actions and seek the appropriate remedy against you for any unauthorized use of materials subject of intellectual property protection.

7. LIMITATION OF SERVICE

Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the BLUETTI Open Platform. We reserve the right to change, suspend or discontinue any aspect of the BLUETTI Open Platform at any time, including hours of operation or availability of the BLUETTI Open Platform or any BLUETTI Open Platform feature, without notice and without liability. We also reserve the right to impose limits on certain BLUETTI Open Platform features or restrict access to some or all of the BLUETTI Open Platform features without notice and without liability or to terminate or suspend your use of the BLUETTI Open Platform without notice and without liability.

8. INDEMNIFICATION

You agree to indemnify BLUETTI and our affiliates and their respective employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the BLUETTI Open Platform or from your breach of this Agreement. BLUETTI reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with BLUETTI in asserting any available defenses.

9. SUSPENSION OR BREAKDOWN OF SYSTEMS

If you are unable to use the BLUETTI Open Platform as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold BLUETTI and our affiliates liable for:
a) System suspension which has been announced by BLUETTI in advance; or
b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt, “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot reasonably be prevented or avoided and beyond the reasonable control of BLUETTI other than due to its fault or negligence, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the BLUETTI Open Platform and only to the extent such event(s) are beyond the reasonable control of the affected Party and only for as long as such event(s) persist.

10. DISCLAIMER AND LIMITATION OF LIABILITY

10.1 You agree that all risks arising from your use of the BLUETTI Open Platform will be borne by you.

10.2 BLUETTI makes no warranty regarding the BLUETTI Open Platform under this Agreement, including but not limited to: a) the BLUETTI Open Platform features will meet your requirements; b) the BLUETTI Open Platform availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the BLUETTI Open Platform will meet your requirements.

10.3 Except as expressly provided in this agreement and to the fullest extent permitted by law, the BLUETTI Open Platform is provided "as is", "as available" and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.

10.4 To the fullest extent permitted by law, BLUETTI and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the BLUETTI Open Platform.

11. Change of Law and Jurisdiction

11.1 If BLUETTI or its affiliates reasonably conclude that any change in any applicable law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, BLUETTI or its affiliates to incur material incremental costs to comply with the change, or will prohibit BLUETTI or its affiliates from performing material obligations under this Agreement, then BLUETTI will modify any provision of this Agreement as may be necessary to enable BLUETTI or its affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires BLUETTI to terminate this Agreement immediately, BLUETTI has the right to terminate the Agreement immediately by written notice to you.

11.2 The interpretation and application of this Service Agreement, as well as disputes related to this Service Agreement, shall be handled in accordance with the laws of the People's Republic of China (for the purpose of this Agreement, excluding Hong Kong, Macau and Taiwan) and shall be subject to the jurisdiction of the Shenzhen Nanshan District People's Court.

12. GENERAL PROVISIONS

12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

12.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

12.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

12.4 Any failure by BLUETTI to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

12.5 BLUETTI shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. BLUETTI may delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity.

12.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.