Engula End User License Agreement

This Agreement (the “Agreement”) is entered into by and between the following parties:

Licensor: Yunnai (Beijing) Technology Development Co., Ltd., a limited liability company duly incorporated and existing under the laws of the People’s Republic of China (hereinafter “Engula” or the “Licensor”).

Licensee: the natural person, legal person, or other organization that downloads, installs, activates, or in any manner uses the Engula Software (hereinafter “you” or the “Licensee”).

By downloading, installing, copying, activating, or using the Engula Software, you are deemed to have read, understood, and agreed to be bound by all the terms of this Agreement. If you do not agree to any term of this Agreement, please immediately cease downloading, installing, copying, activating, or using the Engula Software.

This Agreement, any Order Form you enter into with Engula, any referenced terms published on the Engula website, and the annexes to this Agreement together constitute the entire agreement between the parties. In the event of any conflict between an Order Form and this Agreement, the Order Form shall prevail (solely within the scope covered by that order).

Provided that you comply with this Agreement (in particular Article 6), Engula grants you a non-exclusive, non-transferable, revocable, and free-of-charge right to:

(a) download, install, copy, and run the Engula Developer Edition;

(b) use the Engula Developer Edition within the scope set forth in Article 6;

(c) copy the binary and documentation of the Engula Developer Edition for your own backup or internal use.

This license grants you no rights whatsoever relating to the Engula Enterprise Edition.

Provided that you have paid the fees agreed in the Order Form, obtained a valid License Key, and comply with this Agreement, Engula grants you a non-exclusive, non-transferable, revocable, and time-limited right to:

(a) deploy the Engula Enterprise Edition for Production Use, within the capacity cap agreed in the Order Form;

(b) use the Engula Enterprise Edition within the scope of this Agreement;

(c) enjoy such other benefits as may be agreed in the Order Form, including but not limited to commercial support, SLA, compliance materials, and version upgrades.

The Licensee is expressly permitted in the following circumstances:

(a) a third-party system integrator (SI) or consulting firm deploying the Engula Software in the Licensee’s data center or on infrastructure controlled by the Licensee;

(b) such deployment being solely for the Licensee’s internal use;

(c) such SI or consulting firm retaining no operational or access rights to such deployment after deployment is completed.

For the avoidance of doubt, this Section does not permit an SI or consulting firm to provide the Engula Software as part of a service it offers to its own customers other than the Licensee.

All Intellectual Property Rights in the Engula Software and any copies thereof belong to Engula and its licensors. This Agreement grants you only the right of use expressly provided herein, and does not grant you any ownership of the Software or any derivative rights.

“Engula”, “Yunnai”, and the related logos are trademarks or registered trademarks of Engula. Without Engula’s prior written consent, you may not use the foregoing trademarks for promotion, advertising, or any commercial purpose. However, you may reference the “Engula” name within a reasonable scope to state the objective fact that “we use the Engula Software”.

With respect to any feedback, suggestions, bug reports, or improvement ideas regarding the Software that you provide to Engula (hereinafter “Feedback”), Engula shall have an unrestricted, perpetual, worldwide, royalty-free, transferable, and sublicensable right to use such Feedback to improve, modify, sell, or otherwise exploit it, without any compensation payable to you.

The total number of capacity slots of the Engula Developer Edition may not exceed 6. The master/replica ratio of the specific physical nodes is unrestricted, but the total number of capacity slots is strictly limited to 6 or fewer.

The core data-path features of the Developer Edition—including reads, writes, replication, backup, recovery, failover, rolling upgrade, node replacement, and disaster recovery—are fully equivalent to those of the Enterprise Edition, with no feature reduction.

The Licensee may use the Developer Edition for Production Use, provided that it complies with the capacity limit in Section 6.1 and the prohibited conduct in Article 5. The Developer Edition does not come with any Engula commercial support, SLA, compliance materials, official architecture review, or incident response service.

If the Licensee’s business needs exceed the 6-capacity-slot cap of the Developer Edition, or if the Licensee requires commercial support, an SLA, or compliance materials, the Licensee should contact the Engula commercial team to purchase an Enterprise Edition license through an Order Form.

A third-party system integrator or consulting firm may deploy the Developer Edition on behalf of the Licensee, provided that it complies with Section 3.3 of this Agreement.

The specific capacity cap, validity period, and special benefits of the Enterprise Edition are set forth in the Order Form. If the Order Form does not expressly specify a capacity cap, the default is unlimited, but it remains subject to the reasonable use terms.

An Enterprise Edition License Key is bound to a specific cluster (identified by cluster_id). A single License Key may not be used for multiple independent clusters. If the Licensee needs to purchase licenses for multiple clusters, all relevant cluster_id values shall be specified in the Order Form.

7.3.1 Upon expiration of an Enterprise Edition License, the Engula Software will not interrupt, block, or degrade any deployed business functionality, including all read, write, and replication operations.

7.3.2 After the License expires, it will enter a Grace Period, which by default is 60 days (or such other number of days as agreed in the Order Form). During the Grace Period: (a) the Licensee retains all operational rights, including node replacement, failover, rolling upgrade, and disaster recovery; (b) the maximum cluster size is frozen at the capacity snapshot as of the moment of expiration; (c) any permanent capacity expansion beyond that snapshot size requires renewal or a newly signed License.

7.3.3 After the Grace Period ends, the Engula Software enters the “Expired” state, which has the same operational characteristics as the Grace Period, except that the frequency of license status notices increases to support compliance audits.

7.3.4 Under no circumstances shall a change in license status cause an interruption, data loss, or service degradation of the Licensee’s production business.

7.3.5 Upon License renewal, the Licensee will regain the full operational capability agreed in the Order Form, which may include unlimited cluster expansion or such other capacity cap as agreed in the Order Form.

When the Licensee actively deactivates a License, the operational continuity of existing deployments is likewise preserved. If, at the moment of deactivation, an existing deployment exceeds the Developer Edition’s capacity cap (6), that deployment will continue to operate at its size as of the moment of deactivation, in “operational-only mode” (replacement and maintenance permitted; capacity expansion not permitted).

If the capacity cap agreed in the Order Form is, at the time of License activation, smaller than the Licensee’s current actual deployment size, the Licensee’s existing size will be preserved as the “operational floor”. The Licensee will not be forced to scale down its existing deployment as a result of activating a smaller License.

The Enterprise Edition’s benefits such as commercial support, SLA, compliance materials, version upgrade guarantees, official architecture review, and incident response are specifically agreed in the Order Form. This Agreement does not constitute an independent commitment regarding the foregoing benefits.

Engula has the right, upon reasonable prior notice (no less than 30 business days), to audit the Licensee’s use of the Engula Software in order to verify the Licensee’s compliance with this Agreement.

An audit may be conducted by one of the following methods: (a) the Licensee providing the Engula Software’s runtime logs, INFO output, and capacity reports; (b) Engula or an independent third-party audit firm engaged by Engula entering the Licensee’s deployment environment for an on-site inspection (with the timing to be agreed by the parties); (c) a remote audit (with the technical method to be agreed by the parties).

An audit shall be conducted no more than once every 12 months, except where the Licensee is suspected of breach and Engula has a reasonable basis therefor.

Audit costs shall generally be borne by Engula. However, if the audit reveals a material breach by the Licensee (including but not limited to use exceeding the order-agreed capacity by more than 5%, a Managed Service breach, or a reverse-engineering breach), the Licensee shall bear the audit costs and the corresponding breach damages.

Information of the Licensee obtained during the audit is subject to the confidentiality provisions of Article 10.

To the maximum extent permitted by applicable law, the Engula Software is provided “AS IS” and “AS AVAILABLE”. Engula expressly disclaims any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and freedom from error.

To the maximum extent permitted by applicable law, Engula’s aggregate liability for damages under this Agreement shall not exceed the total amount of fees actually paid by the Licensee to Engula under the relevant Order Form during the 12 months prior to the occurrence of the breach. Because Developer Edition users pay no fees, Engula’s liability cap is RMB 100.

To the maximum extent permitted by applicable law, Engula shall not be liable for the following losses: (a) loss of profits or loss of business revenue; (b) losses from business interruption or loss of customers; (c) loss or corruption of data (the Licensee shall make its own backups); (d) loss of goodwill; (e) any indirect, incidental, special, punitive, or consequential losses, whether or not Engula was advised of the possibility of such losses.

The limitations in Sections 9.1, 9.2, and 9.3 of this Article do not apply in the following circumstances: (i) Engula’s willful breach or gross negligence; (ii) Engula’s infringement of the Licensee’s Intellectual Property Rights; (iii) liability that applicable law expressly provides may not be limited.

“Confidential Information” means information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in written, oral, electronic, or other form that is marked as confidential or is, by its nature, evidently confidential, including but not limited to: Order Form terms, pricing information, technical architecture, customer data, and business strategy.

The Receiving Party shall: (a) keep the Confidential Information confidential and not disclose it to any third party; (b) use the Confidential Information solely to perform this Agreement; (c) take reasonable measures to protect the Confidential Information that are at least equivalent to those it uses to protect its own confidential information of the same kind.

The following information does not constitute Confidential Information: (a) information that is or becomes public (other than through the Receiving Party’s breach); (b) information lawfully in the Receiving Party’s possession prior to disclosure; (c) information lawfully obtained by the Receiving Party from a third party under no confidentiality obligation; (d) information independently developed by the Receiving Party.

If the Receiving Party is required to disclose Confidential Information pursuant to law, regulation, or an order of a government authority, it shall, to the extent permitted by law, notify the Disclosing Party in advance so that the Disclosing Party may seek protective measures.

The confidentiality obligations shall continue in effect for three (3) years after the termination of this Agreement; however, trade-secret information is not subject to any time limit, until such information loses its trade-secret character.

This Agreement takes effect on the date you accept it and remains in effect until terminated in accordance with this Agreement.

This Agreement may be terminated in the following circumstances:

(a) Mutual agreement: termination by written mutual agreement of the parties;

(b) Licensee breach: the Licensee breaches any term of this Agreement and fails to cure within 30 days after Engula’s written notice (except in circumstances permitting immediate termination);

(c) Immediate termination: Engula may immediately terminate this Agreement if the Licensee engages in any of the following—breaching any prohibited conduct in Article 5; breaching the Managed Service Prohibition (Section 5(e)); breaching the intellectual property provisions; conducting reverse engineering; bankruptcy, dissolution, or revocation of its business license.

Upon termination of this Agreement: (a) the Licensee shall cease using the Engula Software (the Enterprise Edition portion); (b) the Licensee shall delete or return all copies of the Engula Software within 30 days; (c) however, to protect business continuity, the engineering implementation of the Engula Software guarantees that deployed clusters will continue to operate under the grace-period / operational-only mechanism after termination, until the Licensee completes migration in accordance with (b) above; (d) termination does not affect the validity of the following provisions: Article 4 (Intellectual Property), Article 5 (Prohibited Conduct), Article 9 (Limitation of Liability), Article 10 (Confidentiality), Article 12 (Dispute Resolution), and Article 13 (Miscellaneous).

The formation, validity, interpretation, performance, termination, and dispute resolution of this Agreement shall be governed by the laws of the People’s Republic of China (for the purposes of this Agreement, excluding the laws of the Hong Kong, Macao, and Taiwan regions).

Any dispute arising out of or in connection with this Agreement shall first be resolved through friendly consultation between the parties. If consultation fails, either party may submit the dispute to the Beijing Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The seat of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitral award shall be final and binding on both parties.

The arbitration costs shall be borne by the losing party. Where a party partially prevails and partially loses, the arbitral tribunal shall determine the allocation according to the proportion of each party’s responsibility.

Notwithstanding Section 12.2, either party may apply to a court of competent jurisdiction for urgent relief such as a temporary injunction or property preservation to protect its intellectual property, trade secrets, or to prevent other irreparable harm, without first resorting to arbitration.

If a party is unable to perform this Agreement due to force majeure (including but not limited to natural disasters, war, governmental acts, or network outages), that party shall not bear liability for breach, but shall notify the other party within a reasonable time and take reasonable measures to mitigate losses.

Without Engula’s prior written consent, the Licensee may not assign this Agreement or any rights or obligations hereunder. Engula may assign this Agreement upon written notice to the Licensee (including assignment to an affiliate or in a corporate reorganization).

Any notice given under this Agreement shall be in writing and is deemed validly served when delivered by one of the following means: (a) personal delivery: delivered to the other party’s registered address; (b) post: sent by registered mail to the other party’s registered address; (c) email: sent to the email address designated by the other party in the Order Form, or to Engula’s legal contact email legal@engula.com.

The invalidity or unenforceability of any provision of this Agreement does not affect the validity of the other provisions of this Agreement. Such provision shall be construed in wording that most closely reflects its original intent and is lawful and valid.

A party’s failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.

This Agreement (together with the Order Form and annexes) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements between the parties on that subject matter.

Engula may amend this Agreement from time to time. The amended Agreement will be published on engula.com and takes effect with respect to users who download, activate, or use the Engula Software after the amendment. For Enterprise Edition users, material amendments shall be notified by email at least 30 days in advance, and if the Licensee disagrees it may decline to renew at the end of the current term of its order.

Engula legal affairs contact: email legal@engula.com.