Note: These Enterprise Terms of Service apply exclusively to customers who have subscribed to Chinafy’s Enterprise Subscription Plan. If you are subscribed to the non-Enterprise plan, please refer to the separate Standard Terms of Service for the applicable terms governing your use of Chinafy’s services.
These Enterprise Terms of Service (“Enterprise Agreement”) govern your use of Chinafy, a product provided by Notey Limited (“Notey,” “we,” “us,” or “our”), and apply to customers who have signed an Enterprise Subscription Plan with Notey. By accessing or using the Services, you agree to comply with and be bound by this Enterprise Agreement.
If you are entering into this Enterprise Agreement on behalf of an organization, you represent that you have the authority to bind that entity. If you do not agree to the terms of this Enterprise Agreement, you may not use the Services.
1. Definitions
1.1 “Affiliate” means any person, corporation, or other entity which controls, is controlled by, or is under common control with a Party, where “control” means control of more than fifty percent (50%) of the voting stock or other ownership interest.
1.2 “Authorized Users” means Customer’s employees, agents, contractors, or other representatives who are authorized to access and use the Services.
1.3 “Chinafy Technology” means the Services, Documentation, Network Data, and any of Notey’s proprietary technology, including any software, processes, scripts, algorithms, user interfaces, know-how, technologies, data, designs, and/or other tangible or intangible technical material or information, together with all updates thereto and all Intellectual Property Rights therein.
1.4 “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) which is labeled as proprietary or confidential at the time of disclosure or by its nature is confidential and would be judged so under a reasonableness standard, or is disclosed or provided under circumstances reasonably indicating it is confidential or proprietary. Confidential Information does not include information that (a) is independently developed by the Receiving Party; (b) is rightfully given to the Receiving Party by a third party without confidentiality obligation; (c) was known to the Receiving Party at the time of disclosure, without confidential or proprietary restriction; or (d) becomes public through no fault of the Receiving Party.
1.5 “Customer Content” means any files, software, scripts, multimedia images, graphics, audio, video, text, data, or other objects originating or transmitted from or processed by any Internet Properties owned, controlled, or operated by Customer or uploaded by Customer through the Service, and routed to, passed through, processed and/or cached on or within, Notey’s network or otherwise transmitted or routed using the Service by Customer.
1.6 “Documentation” means all online user manuals, developer documentation, and other technical materials relating to the Services made available to Customer by Notey, as may be updated from time to time.
1.7 “End User” means a third-party visitor to Customer’s Internet Properties and Customer’s employees, agents, or contractors who access or use the Services.
1.8 “Fees” means any payment due by Customer to Notey under this Agreement.
1.9 “Initial Term” means the initial term of a Subscription to Services as specified in the Order Form, beginning on the Service Date.
1.10 “Intellectual Property Rights” means any and all now known or hereafter existing worldwide: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing.
1.11 “Order Form” means an order form and/or insertion order executed by Notey and Customer or an order for Services placed by Customer from its Chinafy dashboard and governed by this Agreement.
1.12 “Service” or “Services” means all Chinafy services and products listed at https://www.chinafy.com/, along with any software made available by Notey in connection with such services, including software development kits and application programming interfaces.
1.13 “Service Date” means the service date specified in an Order Form on which the Initial Term or a Renewal Term of a Subscription starts.
1.14 “Service Level Agreement” or “SLA” means Notey’s current standard service level agreement, which can be viewed at https://www.chinafy.com/legal/sla.
1.15 “Subscription” means a subscription to the Services specified in one or more Order Forms.
1.16 “Subscription Term” means the period of time from the Service Date, including the Initial Term and all Renewal Terms, until the expiration or termination of a Subscription.
1.17 “Terms of Service” means these Enterprise Terms of Service.
Provision of Services
2.1 Subscription Grant:
Subject to Customer’s compliance with the terms and conditions of this Agreement, Notey grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to use and access the Services for its own internal purposes during the Subscription Term, solely in accordance with the Documentation and any other restrictions or obligations mutually agreed upon by the Parties.
2.2 Use by Affiliates:
If Customer’s Affiliates access and use the Services under Customer’s Subscription, Customer will remain liable for payment of all Fees and its indemnification obligations under Section 10 (Indemnification). Customer will cause such Affiliates to comply with this Agreement as if they were Customer, and any reference to “Customer” will be read to include such Affiliates.
2.3 Restrictions and Acceptable Use:
Customer agrees not to, and not to allow third parties to use the Services to:
• (a) falsely imply any sponsorship or association with Notey;
• (b) post, transmit, store, or link to any files, materials, data, text, audio, video, images, or other content that infringe on any person’s intellectual property rights or that are otherwise unlawful;
• (c) distribute viruses, worms, time bombs, Trojan horses, or other malicious code, files, scripts, software agents, and programs;
• (d) facilitate phishing, spamming, or other technical abuse; or
• (e) engage in any activities that are illegal, including disseminating, promoting, or facilitating child sexual abuse material or engaging in human trafficking.
3. Fees and Payment
3.1 Fees:
In consideration of Notey’s provision of the Services, Customer shall pay the fees set forth in the Order Form. All Fees are payable in advance and are non-refundable.
3.2 Payment Terms:
Fees are due and payable as specified in the Order Form. Failure to pay Fees when due may result in suspension or termination of access to the Services.
3.3 Late Payments:
Notey reserves the right to suspend or terminate Customer’s access to the Services in the event of late payments or non-payment. Any overdue amounts may incur interest or late fees.
4. Support and Service Levels
4.1 Support:
Notey provides support to Enterprise customers based on their subscription level, as detailed on our support page: Chinafy Support Levels. Support includes technical assistance, troubleshooting, and consultation tailored to your needs.
4.2 Service Level Agreement (SLA):
Notey provides the Services based on our SLA, which guarantees certain levels of uptime and performance. The SLA can be reviewed at Chinafy SLA. For specific guarantees, refer to your SLA in the Order Form, which will be subject to agreed-upon uptime targets, support response times, and performance commitments.
5.2 Security and Compliance
Notey complies with global data protection laws, including GDPR, CCPA, and other relevant regulations. For Enterprise customers, Notey offers a Data Processing Agreement (DPA) that governs the processing of any personal data handled through the Services. Notey is committed to ensuring the security of customer data by implementing industry-leading standards such as ISO 27001 certification, AWS Shield or DDoS protection, and end-to-end encryption for all transmitted data.
5.3 Additional Security Measures
Enterprise customers may request custom security features, such as tailored Web Application Firewalls (WAF), advanced access controls, or custom encryption settings, subject to separate agreements and fees.
6. Termination and Suspension
6.1 Termination by Customer:
You may terminate this Agreement at any time with 90 days’ written notice. Termination will be effective at the end of the current billing period.
6.2 Termination by Notey:
Notey reserves the right to suspend or terminate your access to the Services immediately if:
• Payment is overdue;
• You misuse the Services in violation of this Agreement;
• We are unable to provide the Services due to external factors (e.g., third-party service failures).
6.3 Effect of Termination:
Upon termination, you must cease all use of the Services, including removing any DNS or CDN settings that direct traffic to Chinafy. All unpaid fees for services rendered up to the termination date will remain due and payable.
6.4 Suspension of Services:
Notey reserves the right to suspend or limit your access to the Services at any time without liability if:
• We reasonably believe you are using the Services in violation of this Agreement;
• We receive complaints regarding your use of the Services;
• Your actions could harm Notey’s infrastructure, services, or reputation.
7. Use of Customer Logos and Trademarks
7.1 Customer Logo Use:
You grant Notey a non-exclusive, royalty-free license to use your name, logo, and trademarks (“Customer Marks”) for the sole purpose of identifying you as a customer of Chinafy in marketing and promotional materials, including on the Chinafy website and in case studies.
7.2 Written Approval:
Notey agrees to obtain prior written approval from you before using your Customer Marks in any public-facing materials, including marketing materials, case studies, or other promotional purposes. Notey will ensure that the use of your Customer Marks complies with your brand guidelines and will not alter or modify them without your consent.
7.3 Removal Requests:
You may request removal of your Customer Marks from any marketing materials, case studies, or promotional materials at any time. Notey will honor such requests within a reasonable transition period after receiving written notice. Notey will make commercially reasonable efforts to comply with your request as soon as reasonably possible.
7.4 License Termination:
This license to use your Customer Marks will remain in effect unless terminated by either party with written notice. Upon termination of the Agreement, Notey will cease using your Customer Marks in any new promotional material but may continue to use previously approved materials until removed in accordance with the removal process outlined above.
8. Indemnification
8.1 Indemnity by Customer:
You agree to indemnify, defend, and hold harmless Notey, its affiliates, officers, employees, agents, and representatives from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to:
• Your use or misuse of the Services,
• Any violation by you of any law or regulation, including intellectual property rights or privacy rights,
• Any content you upload, host, or distribute via the Services.
8.2 Indemnity by Notey:
Notey agrees to indemnify you against any claim or demand, including reasonable attorneys’ fees, made by a third party due to or arising out of Notey’s negligence or willful misconduct in connection with the provision of the Services.
9. Dispute Resolution and Governing Law
9.1 Arbitration:
Any dispute arising under or related to this Agreement shall be resolved by binding arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC).
9.2 Governing Law:
This Agreement is governed by the laws of the Hong Kong Special Administrative Region without regard to its conflict of laws principles.
10. Miscellaneous
10.1 Force Majeure:
Notey shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:
• Acts of war, terrorism, or civil unrest,
• Failures by third-party service providers.
10.2 Entire Agreement:
This Agreement constitutes the entire understanding between you and Notey regarding your use of the Services. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force.
11. Contact Us
For any questions or concerns, please contact us at: privacy@notey.com
Notey Limited (Chinafy)
