Xiaomi User Agreement

September 30, 2016

Xiaomi User Agreement (this “Agreement” or “Terms”) is entered into among you ( “User” or “You” means all individuals or entities who register, log in, use or browse our Services defined below), and Xiaomi Inc., its subsidiaries, affiliates (“Xiaomi”, “we”, “us” or “our”) and operational cooperators (“Cooperator”), each as a “Party”, collectively as “Parties”, containing the terms and conditions that govern the access and use of the Services of Xiaomi (including but not limited to product related services, after-sale services, customer services and web services made available at www.mi.com (“Site”) by us or our subsidiaries and affiliates, including but not limited to Mi Talk and MIUI).

The Site is the property of Xiaomi and its licensors. BY USING THIS SITE, YOU AGREE TO THIS AGREEMENT; OTHERWISE, YOU DO NOT USE THIS SITE.
Xiaomi reserves the right, at its sole discretion, to add, remove or modify content of this Agreement, at any time. Each of the changes is effective the moment the changes are posted on the site. It is the User’s responsibility to check regularly. Your continued use of the Site following the posting of changes means that you accept and agree to the changes.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK THE “AGREE” OPTION; ESPECIALLY MAKE SURE YOU UNDERSTAND THOSE CLAUSES ABOUT LIABILITY EXEMPTION, LIABILITY LIMITATION, GOVERNING LAW, DISPUTES SETTLEMENT AND OTHER RELATED CONTENTS. PLEASE CONTACT US IF YOU HAVE ANY QUESTION.

1. Content

All materials, literal, pictorial, audio or video, etc., including but not limited to text, graphics, interfaces, photographs, trademarks, logos, sounds, music, artwork and computer codes of this Site (collectively, “Content”) are owned, controlled or licensed by or to Xiaomi, and are protected by all applicable intellectual property laws and unfair competition laws. Unless expressly consented by this Agreement or Xiaomi, User shall not in any forms upload, post, copy, republish, reproduce, publicly display, transmit, encode, translate, mirror or distribute the Site or Content. Additional terms and rules may apply to purchase of goods or service, all of which are made a part of this Agreement by this reference.

2. Use

User shall use the account and the site based on, without limitation, this article. Xiaomi reserves the right to bar any use of User. XIAOMI CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM USER’S FAILURE TO COMPLY WITH THE RULES OF USING.

2.1 Use of Service

Xiaomi may suspend or stop providing Services to User if User does not comply with Xiaomi’s terms or policies or for any kind of suspected misconducts.
Using Services does not cause transfer of any intellectual property rights in Services or Content. These terms do not grant User any right to use any brand or logos used in Services. User shall not obscure, remove, or change any legal notices displayed in or along with Services.

This site displays content generated by Users and third-party entities which are solely responsible that make such content available. Xiaomi may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display certain content that Xiaomi reasonably believes violates Xiaomi’s policies or laws. That being said, Xiaomi is not obliged to review all content.

Do not use Services in a way that prevents you from obeying traffic safety laws.
Many of Services require an Internet connection. Xiaomi is not responsible for expenses that are generated as a result of using Services.

In connection with use of the Services, Xiaomi may send User service announcements, administrative messages, and other information.

When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have Xiaomi’s written permission. User’s use of Xiaomi software or hardware products is based on the software license and other terms and conditions in effect for the product at the time of purchase. User’s agreement to these terms is required to install or use the product. Be certain to read the applicable terms carefully before installing the software or using the product.

If you are using our Services on behalf of a business, that business accepts these terms. It will hold Xiaomi harmless and indemnify Xiaomi and its affiliates, officers, agents, and employees based on the Indemnity clause of this Agreement.

2.2 Use of Account

User may need a Xiaomi Account ("Account") in order to use the Services. Certain features or services offered on or through the Site may require you to open an account:

Provide correct, necessary and up-to-date personal information and maintain the confidentiality of all necessary information for your account, you will not provide any false personal information, or create an account for anyone other than yourself without our permission.

You are responsible for keeping your contact information accurate and up-to-date.

Notify Xiaomi immediately of any unauthorized use of your account. Xiaomi reserves the right to delete or suspend your account at any time. If we disable your account, you shall not create another one without our permission.

You are solely responsible for all Content associated with your account. Xiaomi is not responsible for any damage or loss that occurs as a result of third-party litigation or legal action; while User may be liable for losses incurred by Xiaomi or any other user of or visitor to the Site due to someone else using your account.

DO NOT use other’s account without expressive permission or consent of the account owner.

You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. Any Content you post on Xiaomi’s Websites (“Sites”) or on Xiaomi’s Social Media Pages on third party websites (including but not limited to Facebook, Google+, and Tumblr) will be deemed public information. Accordingly, if you do not want third parties to be able to access or use your content, do not post it on Xiaomi’s Sites or Xiaomi’s Social Media Pages.

When you terminate your account, Xiaomi reserves the right to retain the Content associated with your account.

You will not use Xiaomi’s services to post unauthorized commercial communications (such as spam).

You will not collect users' content or information, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.

You will not upload viruses or other malicious code.

You will not solicit login information or access an account belonging to someone else.

You will not bully, intimidate, or harass any user.

You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.

You will not use our Services to do anything unlawful, misleading, malicious, or discriminatory.

2.3 Use of the Site

Xiaomi reserves the right to bar the following activities, without limitation:

• Use any automatic device, methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
• Attempt to use any illegitimate means to gain unauthorized access to any portion or feature of the Site, or any other networks related to the Site.
• Interfere or attempt to interfere with the proper working of the Site.
  
  

  3. Purchases

  Additional terms and conditions may apply to User’s purchases of goods or services at this Site, all of the terms are parts of this Agreement, which User agrees to abide. If there is a conflict between this Agreement and information posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter shall control with respect to your use of that specific portion of the Site or the specific service.
  
  Xiaomi may change any products or services offered on the Site, or the applicable prices for any such products or services, at any time, without notice to you.
  
  The following terms also govern and apply to use of the Site (each as a “Policy” or collectively “Policies”). In case of any contradiction between this Agreement and Policies, the clauses of Policies shall prevail.
  
  1) Security Xiaomi’s Security Policy applies to use of this Site, and its terms are made a part of this Agreement by this reference. Xiaomi will implement reasonable and appropriate measures designed to help User secure the account against accidental or unlawful loss, access or disclosure.
  
  2) Privacy Xiami’s Privacy Policy applies to use of this Site, and its terms are made a part of this Agreement. To view Xiaomi’s Privacy Policy, click here.
  
  By using the Site, User knows, acknowledges and agrees that internet transmissions are never completely private and any message or information you send to the Site may be read or intercepted by others.
  
  3) Other Xiaomi’s Policies
  Warranty
  Shipping
  Payment
  Shopping
  For more information about this User Agreement, please email to legalqa@xiaomi.com.
  
  

  4. Violation and Damage

  User breaches the Agreement or any Policy when:
  1) violates applicable laws, regulations or any other mandatory rules while using the Site;
  
  2) violates any terms of this Agreement or any Policy or other related agreements or rules.
  
  User knows, understands, acknowledges and agrees, Xiaomi can regulate procedure and standard of User’s infringement and may limit or disable User’s account or other related information when there is any infringement.
  
  User knows, acknowledges and agrees that any violation of this Agreement or any Policy by User constitutes an unlawful action, and might cause irreparable or inadequate harm to Xiaomi and User consents that Xiaomi has a right to obtain any injunctive or equitable relief that Xiaomi deems necessary or appropriate under such circumstances.
  
  In case of any incompliance with any terms of this Agreement or any Policy, Xiaomi’s inaction does not constitute any waiver of any right that Xiaomi enjoys under all applicable laws. All waivers by Xiaomi must be in writing to be valid. Regardless of any action Xiaomi takes or not takes, and without prejudice to any legal relief that might be granted to Xiaomi under all applicable laws, Xiaomi is entitled to recover from User who violates this Agreement or any Policy for all reasonable direct or indirect costs, goodwill penalty cost and other payments (such as damage, settlement payment, attorney fee and other related costs).
  
  XIAOMI SHALL HAVE BASIC SAFEGUARD OBLIGATION BASED ON CHINESE DOMESTIC LAW, HOWEVER, WE SHALL NOT BE HELD ACCOUNTABLE FOR PERFORMANCE OBSTACLES, DEFECTIVE PERFORMANCE, DELAYED PERFORMANCE AND CONTENT CHANGE OF PERFORMANCE CAUSED BY THE FOLLOWING REASONS:
  
  1) NATURAL DISASTER, STRIKE, COMMOTION, WAR, GOVERNMENT ACTION, JUDICIAL OR ADMINISTRATIVE ORDER AND OTHER KINDS OF FORCE MAJEURE EVENT (DEFINED UNDER ARTICLE 10.1 OF THIS AGREEMENT);
  
  2) ELECTRONIC SUPPLY BREAKDOWN, ELECTRONIC COMMUNICATIONS NETWORK BREAKDOWN AND OTHER FAILURE CAUSED BY PUBLIC SERVICE OR THIRD PARTY;
  
  3) MAINTAINING OF EQUIPMENT AND SYSTEM CONVENTIONALLY OR PEREMPTORILY, EQUIPMENT AND SYSTEM BREAKDOWN, NETWORK INFORMATION AND DATA SECURITY AND OTHER REASONS UNDER XIAOMI’S GOOD FAITH GOVERNANCE.
  
  

  5. DISCLAIMERS AND WARRANTIES

  XIAOMI PROVIDES SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” BASIS.
  
  TO THE EXTENT PERMITTED BY LAW, XIAOMI EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XIAOMI ALSO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO USER’S USE OF THE SITE AND/OR ANY XIAOMI SERVICES.
  
  THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.
  
  

  6. LIMITATION OF LIABILITY

  TO THE FULLEST EXTENT PERMITTED BY LAW, XIAOMI, AND XIAOMI’S SUBSIDIARIES, AFFILIATES AND COOPERATORS, IS NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
  
  TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF XIAOMI, AND ITS SUBSIDIARIES, AFFILIATES AND COOPERATORS, FOR ANY CLAIMS UNDER THESE TERMS, IS LIMITED TO THE AMOUNT USER PAID TO XIAOMI FOR USE OF THE SERVICES (OR, IF WE CHOOSE, FOR SUPPLYING TO YOU THE SERVICES AGAIN).
  
  IN ALL CASES, XIAOMI, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
  
  

  7. INDEMNITY

  USER AGREES TO, TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNIFY AND HOLD HARMLESS XIAOMI AND ITS EACH DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY, AGENT AND AFFILIATE (EACH, AN “INDEMNIFIED PARTY”) AGAINST ANY AND ALL ACTIONS, CLAIMS (WHETHER OR NOT VALID), LOSSES, DAMAGES, LIABILITIES, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES) LOSSES INCURRED BY OR ASSERTED AGAINST AN INDEMNIFIED PARTY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, AS A RESULT OF OR ARISING FROM OR IN ANY WAY RELATING TO ANY CLAIM, DEMAND, SUIT, ACTION OR PROCEEDING (INCLUDING ANY INQUIRY OR INVESTIGATION) THREATENED, ASSERTED OR INITIATED BY ANY PERSON OR ENTITY, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY POLICY OR ANY STIPULATION CONTEMPLATED HEREIN; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ANY LIABILITY FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, WHICH DETERMINATION IS NOT SUBJECT TO APPEAL, TO HAVE ARISEN FROM THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.
  
  

  8. GOVERNING LAW

  ALL ISSUES RELATING TO USER’S ACCESS TO OR USE OF THE SITE OR THIS AGREEMENT, INCLUDING ALL DISPUTE, CLAIM OR ANY OTHER CONTROVERSY, WILL BE GOVERNED BY THE DOMESTIC LAWS, REGULATIONS AND OTHER RULES OF THE PEOPLE’S REPUBLIC OF CHINA.
  
  

  9. DISPUTE OF SETTLEMENT

  ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES UNDER THIS AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE COURTS OF THE PEOPLE’S REPUBLIC OF CHINA, AND YOU AND XIAOMI CONSENT TO PERSONAL JURISDICTION OF THOSE COURTS.
  
  

  10. Miscellaneous
  

  10.1 Force Majeure
  
  For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of either of the Parties including: strikes, lock-outs or other industrial disputes (except those involving the workforce of the Party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Users.
  
  Xiaomi shall not be liable to User, and User shall not be liable to Xiaomi, as a result of any delay or failure to perform its obligations under this Agreement or a Policy as a result of a Force Majeure Event.
  
  The party affected by the Force Majeure Event shall immediately give the other party notice of the nature and extent of the Force Majeure Event, and shall take all reasonable steps to alleviate arrangements as may be fair and reasonable.
  
  10.2 Entire agreement
  
  This Agreement together with the documents referred to in it (including all Policies provided via links) sets out the entire agreement between Xiaomi and User, and replaces and extinguishes any previous agreement between them in relation to the subject matter of this Agreement and those documents.
  
  Both Xiaomi and User acknowledge that in entering into this Agreement and each Policy, it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement or any Policy (as the case may be) at any time before its signature ("Pre-Contractual Statements"), other than those which are set out in this Agreement or the Policies (as the case may be).
  
  Both Xiaomi and User hereby waive all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
  
  10.3 Severance
  
  If any provision of this Agreement or a Policy or part thereof is rendered void, illegal or unenforceable in any respect (whether against both or only one of the Parties), the validity, legality and enforceability of the remaining provisions (and such aforesaid provision against the other Parties) shall not in any way be affected or impaired thereby.
  
  10.4 No assignment
  
  Neither Xiaomi nor User may assign, novate, charge, deal or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other Party, such consent shall not to be unreasonably withheld. Notwithstanding the foregoing, Xiaomi may assign, novate, charge, deal or otherwise transfer or obligations under this Agreement to its Affiliates with prior written notice to User.
  
  10.5 Notice
  
  To give Xiaomi notice under this Agreement, you must contact: service.us@xiaomi.com
  
  10.6 Language
  
  This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between User and Xiaomi regarding to this Agreement. Xiaomi shall not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement. The Chinese version of the Agreement will control if conflicts exist between English version of this Agreement and Chinese version of the same.
  
  10.7 Title
  
  The title of each paragraph is written only for the convenience of reading and does not have any legal effect or create any contractual obligations.