docQbot Terms of Use

Last update: 27 May 2018

Welcome to the docQbot website (the "Website"). By accessing or using the Website, Content and Services in any way, including without limitation browsing the Website, you agree to comply with and be bound by the following terms of use ("Terms of Use") and agree to comply with all applicable laws and regulations. If you are using the Website as a representative of an entity, by using the Website you are agreeing to these Terms of Use on behalf of that entity. If you do not agree to these Terms of Use, you should not use the Website.

If you wish to access our Subscription Services or you are already a subscriber to certain Subscription Services, please also refer to the docQbot Supplemental Terms for Subscription Services, which are incorporated herein by reference.

For the purposes of these Terms of Use and the Supplemental Terms for Subscription Services (collectively, the "docQbot Terms"), in addition to other terms which may be defined elsewhere in these docQbot Terms, the following terms shall have shall have the meanings set out below:

"Content"collectively means all docQbot Templates and other documents, instructions, guidance notes, articles, reports, videos, sound recordings, logos, graphics, photographs, design and other information or content found on the Website, made available as part of the docQbot Q&A Tool or the Services or otherwise provided to users by docQbot.

"docQbot Q&A Tool"means the automated online docQbot questionnaire platform powered by Hotdocs technology which allows users to generate and download customized draft documents based on the docQbot Templates by answering the questions included in the docQbot online questionnaire.

"docQbot Templates" means the base form of documents, and all variations thereto, developed by or for docQbot and copyrighted by docQbot, and made available for use on the Website using the docQbot Q&A Tool.

"Free Trial Service" means registered access to certain designated sample docQbot Templates made available by docQbot from time to time without charge, whereby any registered user can use the docQbot Q&A Tool to generate and download customized draft documents based on the sample docQbot Templates made available as part of that free trial. For each of the free sample docQbot Templates, each registered user can generate and download unlimited draft documents based thereon for so long as such sample docQbot Template continues to be made available on a free trial basis.

"Subscription Services" mean registered access to one or more docQbot contract package, including the designated docQbot Templates comprising such contract package(s), in consideration of which users pay an annual fee to use the docQbot Q&A Tool to generate and download draft documents based on the designated docQbot Templates comprising such contract package(s).

"Services" mean collectively the Subscription Services, Free Trial Service and other new or existing services offered by docQbot on the Website from time to time.

"Website" means www.docqbot.com.

The term "docQbot", "us," "we" or "our" refers to Beijing DocQbot Huiwen Technology Data Co., Ltd. (Company No. 91110105MA019NJC9L) and the other entities that are authorized to carry or use the name "docQbot" or any one or more of those entities as the context requires. The term "you" and "your" refers to the user of or visitor to the Website.

Please note that the docQbot Terms are subject to change by us in our sole discretion at any time. When changes are made, we will make a new copy of the affected docQbot Terms available on the Website. We will also update the "Last Updated" date at the top of the affected docQbot Terms. You should check these docQbot Terms available through a link on every page of the Website, each time you use the Website to determine if any changes have been made. If you use the Website after the amended docQbot Terms have been posted, you will be deemed to have agreed to the amended docQbot Terms.

1. No legal advice

1.1 docQbot is an online/offline transaction support platform. The docQbot online solution is provided in the form of the docQbot Q&A Tool which allows users to simply and easily create high quality transaction document drafts. At the same time, docQbot also provides access to offline support by our domestic and international network of leading law firms.

1.2 docQbot is not a law firm. While the docQbot Q&A tool is developed with significant support from experienced qualified legal practitioners and some of the Content on the Website relates to legal matters, docQbot does not provide, and the Content and Services do not constitute, legal services and are not a substitute for legal advice. Use of the docQbot Q&A Tool does not create an attorney-client relationship between the user and any law firm which has participated in the drafting or localization of any Content. You should not act or rely on any information on the Website without seeking the advice of a competent attorney who is licenced to practice in the applicable jurisdiction and qualified to provide legal services in respect of your particular matter.

1.3 Specifically, without limiting the generality of the foregoing, neither the docQbot Templates nor the Content provided on or as part of the docQbot Q&A Tool constitutes legal advice. Guidance notes incorporated into, and draft documents produced by, the docQbot Q&A tool (a) are not intended to address all potential scenarios and may not be appropriate for use in connection with a particular transaction, and (b) are subject to the drafting assumptions and other limitations as to scope and use as set out in the applicable introduction page for each docQbot Template. Users of the docQbot Q&A Tool are responsible to consult independent legal counsel and to revise the draft documents produced by the docQbot Q&A Tool as necessary or appropriate for the specific circumstances of each particular transaction.

2. Facilitation of offline legal services

2.1 docQbot maintains a network of leading domestic and international law firms which are available to provide offline legal services to users on terms as may be separately agreed by the user and such offline legal services provider in the relevant jurisdiction. You are free to use the offline legal services provider introduced by docQbot or to consult the legal services provider of your own choosing. In all cases, you will be responsible for payment of all professional services fees for such offline legal services, and such offline legal services providers shall be solely responsible for the legal advice and other services provided by them. In no event shall docQbot have any liability for the legal advice and other services provided by such offline legal services providers.

2.2 Subject to the foregoing caveats and limitations, as part of docQbot’s overall online/offline transaction support solution, the docQbot Q&A Tool may from time to time provide limited communication assistance to facilitate your consultations with a designated offline legal services provider qualified in the relevant jurisdiction ("the Offline Legal Services Provider"), as follows:

a) The docQbot Q&A Tool may from time to time collect inquiries from you in the course of the online Q&A, and upon confirmation by you, docQbot will present the same to the Offline Legal Services Provider for a time and fee quote to be passed by docQbot to you, which upon confirmation by you shall constitute the basis on which the offline legal consultations are to be provided.

b) If permitted under applicable Know Your Client (KYC) and Anti-Money Laundering (AML) rules, and with your prior written consent, for routine inquiries which are general in nature, docQbot may agree to present the query to the Offline Legal Services Provider on a no-names basis on your behalf for your convenience, in which case docQbot will collect the agreed fees (plus any applicable taxes and remittance fees assessed to or incurred by docQbot in connection therewith) from you in advance and remit the agreed fees to the Offline Legal Services Provider upon completion of the advice. Consistent with the terms of Clause 2.1 above, docQbot shall have no liability for such legal advice or other services provided by the Offline Legal Services Provider, but shall only act as a facilitator of the communications between you and the Offline Legal Services Provider for your convenience.

c) For all other matters, including more substantive inquiries or for project-based legal support as determined by the Offline Legal Services Provider and as agreed by you, subject to clearance of conflicts and (where applicable) presentation of KYC and AML documentation, you and the Offline Legal Services Provider may enter into a direct attorney-client relationship, pursuant to which you shall be responsible directly for payment of all fees and costs as agreed by you with the Offline Legal Services Provider (i.e. in this case such offline legal services fees and costs would not be paid through docQbot). Consistent with the terms of Clause 2.1 above, you are free to engage the Offline Legal Services Provider introduced by docQbot or to engage another lawyer or law firm of your own choosing.

3.Disclaimers

3.1 This Website and all Content and Services are provided on an "as-is" and "as available" basis, with all faults. To the fullest extent permitted by law, docQbot absolutely disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose.

3.2 Although we strive to keep the information provided in the Website accurate and up to date, docQbot gives no warranty that:

a) the information available on or through the Website will be correct, accurate, timely or otherwise reliable;

b) the documents generated as part of our Services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose, or legally sound;

c) our Services will meet your requirements or sufficiently address your needs in any specific circumstances.

3.3We make every effort to ensure that our Services are always available, but our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We do not guarantee that our Services will be free from bugs or viruses, or available in any particular jurisdiction outside of China. You are responsible for configuring your information technology, computer programmes, and platform in order to access the Website. You should use your own virus protection software.

3.4 The applicable law in your jurisdiction may not permit these exclusions, particularly the exclusions of some implied warranties and in that event those exclusions do not apply and shall be deemed excised from these Terms of Use.

4. Account Security

Access to the Content and Services, including the Subscription Services and Free Trial Service, requires registration. In order to register, you agree to provide us with accurate and up-to-date information. You also represent that you have the legal right to use the e-mail address(es) you provide. The account you register is only to be used by the person or organization who registered it. You agree not to disclose the account log-in user name or password or any other account information or access code ("Registration Information") to any third party or authorize them to access or use the Services using your Registration Information, irrespective of whether such use is on your behalf or for their own use and benefit. Similarly, you may not use a third party's Registration Information. You agree to notify docQbot immediately of any unauthorized use of your account or Registration Information. docQbot shall not be liable for any losses you incur as a result of someone else's use of your account or Registration Information, either with or without your knowledge. You may be held liable for any losses incurred by docQbot, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account or Registration Information.

5. Restriction of Use

5.1 You agree not to use the Website, the Content and/or the Services for any unlawful purpose or as prohibited by these docQbot Terms or elsewhere on the Website.

5.2 You also agree that when using the Website, Content and/or Services, you will not:

a) violate any applicable laws or regulations;

b) attempt to interfere with any other person’s use of the Website or the Services;

c) use the Website or the Services in a manner that results in excessive bandwidth, data transfer or server usage, as determined by docQbot;

d) use the Website or the Services in any manner which could damage, disable, overburden, or impair the docQbot Website, computer systems, servers and networks, or interfere with any other party's use and enjoyment of the Website;

e) misrepresent your identity or impersonate any person;

f) charge others to use the Services either directly or indirectly;

g) attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by docQbot in connection with the Website or Services;

h) obtain or attempt to obtain any data through any means from the Website or the Services, except if we intend to provide or make it available to you;

i) create compilations or derivative works of any Content;

j) re-sell or attempt to benefit in a commercial fashion from any Content available as part of the Services;

k) copy, sell, transfer, distribute, publish, or assign your license to the Services in any format to any third party;

l) send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of docQbot or others.

5.3 All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of docQbot. docQbot reserves the right, in its sole discretion, to determine whether and what action to take in response to any violation. Any action or inaction in a particular instance shall not dictate or limit docQbot’s response to a future complaint.

6. Ownership

All right, title and interest in and to the Content and Services provided on this Website are owned by docQbot or have been lawfully licensed to us for use in connection therewith. Except as otherwise expressly provided by these docQbot Terms, none of the Content or component of the Website may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Website shall be construed to confer any license under the intellectual property rights in the Content and Services, whether by implication or otherwise. Any rights not expressly granted herein are reserved by docQbot.

7. Third-party content

7.1 Third-party content may appear on the Website or may be accessible via links from the Website. We are not responsible for and assume no liability for any third-party content. You understand that we are providing the links to you only as a convenience, and if you decide to leave this Website and access these third-party sites, you do so at your own risk. You also understand that the information and opinions in the third-party content represent solely the thoughts of the author. We do not verify, warrant, endorse or take responsibility for the availability, accuracy, completeness or quality of the third-party content.

7.2 Some of our partners provide email updates in respect of trade and investment regarding certain countries and territories to their clients and other contacts. We may make access to such email updates available to you on the Website. We require your consent specifically for this purpose and you may opt out at any time.

8. Limitation of liability

8.1 You understand and agree that in no event will: i) docQbot, its affiliates, officers, directors, employees, consultants, agents and representatives ("docQbot Parties"); or ii) the providers, authors or publishers of the Content or Services ("Third-Party Providers"), be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, date or profits; or business interruption) however used and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Content or Services or the use of the Website, even if advised of the possibility of such damage.

8.2 The aggregate cumulative liability of the docQbot Parties and Third-Party Providers in connection with any claim arising out of or relating to the Website shall not exceed the total subscription or other services fees paid by you to docQbot in the preceding 12-month period, and that amount shall be in lieu of all other remedies which you may have against the docQbot Parties and Third-Party Providers.

9. Indemnification

To the extent permitted by law, you agree to indemnify, defend and hold us harmless from any liability, loss, claim and expense related to your violation of these docQbot Terms, violation of applicable law or third-party rights (including, without limitation, patent, trademark, copyright, trade secret or other intellectual property rights), wilful misconduct or other misuse of the Website, Content or Services.

10. Privacy; use of Personal Information and Commercial Information

10.1 docQbot respects your privacy and permits you to control the treatment of your personal information. When you provide personal information to us, we will comply with all applicable laws in China.

10.2 Such personal information may include (collectively, "Personal Information"):

a) When you register an account to use or access certain portions of the Website or the Services, you must provide complete and accurate information as requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password.

b) We may also collect technical information whenever you log on to, or visit the public version of, our Website. This may include information about the way users arrive at, browse through and interact with our Website. We may collect this type of technical information through the use of cookies and other means. Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive to enable our systems to recognize your browser. If you want to disable cookies, you may do so by changing the settings on your browser. However, if you do so, you may not be able to use all of the functions on the Website.

10.3 In the course of your use of the docQbot Q&A Tool, you may also from time to time input certain commercial information such as the name, location, entity type of the parties to a commercial transaction, the investment destination and target industry of an investment, commercial terms of the transaction, etc.("Commercial Information").

10.4 We do not disclose, sell or deal in Personal Information or Commercial Information. We may however use such information in an anonymous general manner without any reference to the specific Personal Information or Commercial Information of a user to

a) improve the Website, Content and Services;

b) create marketing statistics, research reports or similar work product;

c) research, design and launch new features or Services;

d) identify user demands and assist us in meeting user needs generally;

e) personalize the Website, Content and Services to be more relevant and useful to your particular needs.

10.5 We may disclose personal information and/or Commercial Information:

a) to service providers and other persons working with us under confidentiality obligations, when necessary, to make the Website available or improve or develop its functionality;

b) to potential financing parties, investors or purchases in relation to the proposed provision of financing for, investment in or purchase or acquisition of our business or assets;

c) where required by applicable law or any court, or in response to a legitimate request by a competent authority.

11. Severability

If any provision of the Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms of Use will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12. Termination

Notwithstanding any of these Terms of Use, docQbot reserves the right to terminate your access to the Website, Content or Services if you are in serious or repeated breach of these docQbot Terms.

13. Notice

All notices under these docQbot Terms must be in writing and sent by email. Your email notice to docQbot should be sent to service@docqbot.com. Email notices from docQbot should be sent to your account’s email address.

14. Assignment

You may not assign any of your rights under these docQbot Terms . We may assign our rights to any of our holding companies, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Services.

15. Waiver

Either docQbot’s or your failure to exercise or delay in exercising any right, power or privilege granted pursuant to these Terms of Use shall not operate as a waiver thereof, and any single or partial exercise of any right, power or privilege shall not preclude any subsequent or further exercise of such right, power or privilege.

16. Entire Agreement

These docQbot Terms, any product disclaimers, and any payment method instructions, if any, constitute the entire agreement between you and us. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by docQbot or any other person or entity and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind these docQbot Terms by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in these docQbot Terms, any product disclaimers, and any payment method instructions.

17. Governing law

These Terms of Use are governed by and will be construed in accordance with the laws of the People’s Republic of China.

18. Dispute resolution

18.1 In the event of any dispute, controversy or claim arising out of or relating to these Terms of Use or your use of the Website, Content or Services, you shall attempt in the first instance to resolve such dispute through friendly consultations.

18.2 In the event such dispute is not resolved through consultations within thirty (30) days after the date such consultations were first requested in writing by a party, then either party may submit the dispute for arbitration in Beijing before the China International Economic and Trade Arbitration Commission("CIETAC") in accordance with CIETAC Arbitration Rules then in force.

 

Supplemental Terms for Subscription Services

In addition to the docQbot Terms of Use, these Supplemental Terms for Subscription Services("Subscription Terms") constitute a legal agreement between you and docQbot detailing the terms of your use of Subscription Services. The Subscription Terms are effective on the date you accept them by paying for a license to access certain Subscription Services("Subscription").

1. docQbot Subscription Services

The docQbot Subscription Services are subscription-based and you must subscribe for at least one year. The Subscription Services will be provided in the form of access to the docQbot Q&A Tool which enables you to generate certain types of documents included in the relevant contract package(s) by answering series of questions. By selecting one or more docQbot contract package and paying the applicable subscription fee in full upfront, your Subscription will start on the Subscription date and last for twelve (12) months (the "Subscription Period"). Please refer to our Website for details of the features and Services included in each contract package and promotional offers (if any).

2. License to access Subscription Services

2.1 Upon commencement of the Subscription Period, docQbot grants you a non-exclusive, non-transferable license during the Subscription Period, subject to the docQbot Terms of Use and these Subscription Terms, to access the docQbot Q&A Tool and the Subscription Services for your own personal, internal business use, or if you are an attorney or professional, for your provision of professional services to you clients.

2.2 Except for the production of customized document drafts from the docQbot Templates using the docQbot Q&A Tool("Generated Drafts")2.2or as otherwise provided in these docQbot Terms, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content made available as part of the Subscription Services in any manner. You are permitted to provide copies of Generated Drafts (with or without further revisions) in electronic or hardcopy format to your legal advisers (if you are a corporate user) or your clients (if you are a lawyer or professional adviser); you or your legal advisers (if you are a corporate user) or your clients (if you are a lawyer or professional adviser) are permitted to use, modify, amend or otherwise revise any Generated Drafts in electronic or hardcopy format; and you or your legal advisers (if you are a corporate user) or your clients (if you are a lawyer or professional adviser) are permitted to provide copies of Generated Drafts (with or without further revisions) in electronic or hardcopy format to your (or your client’s) transaction counterparties for negotiation, amendment, modification or re-drafting. You shall not remove any copyright notice from any Generated Drafts.

3. Renewal

3.1 Upon expiry of the Subscription Period, your Subscription will automatically renew for a period of one year unless you provide us at least thirty (30) days written notice that you wish to terminate upon expiry of the relevant subscription period.

3.2 We may send a reminder email to your account’s email address of record approximately forty five (45) days before your Billing Date (as defined below). This notice is provided only as a courtesy. docQbot is not obligated to provide this notice. You acknowledge that (i) your failure to read, (ii) your inability to receive, or (iii) docQbot’s failure to send the email creates no liability for docQbot.

4. Fees

4.1 If you subscribe to a Subscription Service, you must pay all charges to your account relating to that Subscription Service. You will be charged in accordance with the payment terms in effect at the time of your Subscription. In each renewal period for that Subscription, you must pay the total cost of the next Subscription Period by the first day of that period.

4.2 docQbot may increase Subscription fees by notifying you of new fees at least forty five (45) days before the beginning of a renewed Subscription Period. The new fees will be effective on the first day of the renewed Subscription Period. If you do not cancel your Subscription, you will be deemed to have accepted the new fees for the renewed Subscription Period.

5. Payment

5.1 You can pay for the docQbot Subscription Services through WeChat Pay or Alipay.

5.2 For any automatically renewing Subscription, your Subscription will renew at the end of the initial Subscription Period and at the end of each successive Subscription Period("Billing Date"),5.2, until you notify us that you want to terminate your Subscription under these Subscription Terms or your Subscription is otherwise terminated. If you do not notify us, your WeChat Pay or Alipay account will automatically be charged for the renewal term of your Subscription on your Billing Date.

6. Fapiao

You may require docQbot to issue a Fapiao (tax receipt) to you for any Subscription fees or any other agreed fees paid to docQbot described in these docQbot Terms or on the Website, in accordance with docQbot Fapiao Policy to be made available on the Website separately.

7. Terms for subscription referral

During the Subscription Period, you will be entitled to certain referral commissions if you refer to docQbot new paid Subscriptions. Please refer to our Subscription Referral Terms to be made available on the Website separately.

8. Marketing

If you are a law firm lawyer or using the Subscription Services as a representative of a business entity, you agree that docQbot shall be entitled to publicize that such law firm or business entity is a customer of docQbot, which shall include the right to refer to such law firm or business entity (to include use of its name and logo) on the Website, in marketing materials, promotional brochures and at business development meetings.

9. Termination of Subscription

9.1 In addition to our rights under the Terms of Use, we reserve the right to suspend or terminate your Subscription if you violate, or if we have grounds to suspect that you have violated, our guidelines set forth in the Terms of Use and/or you engage in any of the following conduct:

a) you share your Registration Information with one or more additional users;

b) you use the Subscription Services in a way that is not consistent with your own business use;

c) you are in any way connected with a competitor or a potential competitor of docQbot, wherever based, and regardless of whether or not docQbot operates in that jurisdiction;

d) you use our Services for entities other than the business entity in whose name the account is registered;

e) you exceed applicable Usage Limits (as defined below) or generate or download documents on a systematic basis that is commercially prejudicial to docQbot;

f) send the documents generated and downloaded to third parties and the amounts involved could be used by the recipient as a substitute for their own subscription to Subscription Services;

g) generate and download multiple legal documents for purposes of creating a forms database or to create a commercial or non-commercial website or product, in whole or in part.

9.2 If you do not pay on the Billing Date as provided in Clause 4 of these Subscription Terms, you can pay the outstanding amounts before the one-month anniversary of your Billing Date. If you have not made any payment on your Subscription by the one-month anniversary of your Billing Date, docQbot may suspend your service and terminate your Subscription.

10. Possible usage limits

docQbot reserves the right to set limits concerning use of its Subscription Services or other Services, including the maximum number of Generated Drafts you may produce and/or download in a given period of time("Usage Limits").

11. Refund of Charges

Except as specifically set forth in these Subscription Terms, all Subscription Services are prepaid yearly and are non-refundable. Service charges are non-refundable irrespective of non-use. Moreover, upon termination, cancellation, or suspension there is no entitlement to a refund of any monies.