Last update: 22 Nov 2023

Welcome to the docQbot Legal Know-how Platform ("docQbot”). By accessing or using the website of docQbot (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 Membership Subscription Services or you are already a subscriber to certain Membership Subscription Services, please also refer to the docQbot terms for Membership Subscription Services Agreement, which are incorporated herein by reference.

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

“Content" collectively means all docQbot Templates, docQbot Clauses, docQbot Drafting Notes 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 Template Wizard or the Services or otherwise provided to users by docQbot.

"docQbot Clauses" means standard clauses and definitions extracted from docQbot Templates, as well as precedent clauses from publicly available precedent contracts, offered by docQbot on the Website.

"docQbot Drafting Notes" means guidance notes which outline issues and considerations to keep in mind when drafting, reviewing or negotiating certain types of contracts or other legal documents, or specific provisions within such documents, and related sample clauses (if any), offered by docQbot on the Website.

"docQbot Template Wizard" means the automated online docQbot questionnaire tool which allows users to locate and download customized 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 Template Wizard.

"a la carte Services" mean registered access granted to users who pay the applicable fee, for selected individual items of Content on the Website.

"Membership Subscription Services" mean registered access granted to users who pay the applicable annual subscription fee, for all docQbot Content, or one or more docQbot Content packages which may be offered from time to time, including the designated docQbot Templates and other Content comprising such Content package(s). Such access is subject to certain usage limits as may be specified on the introduction page of the Membership Subscription Services and in the docQbot Terms from time to time.

"Services" mean collectively the a la carte Services, Membership Subscription Services 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 legal know-how platform. docQbot provides docQbot Templates, docQbot Clauses, docQbot Drafting Notes and other form of legal know-how on the Website, which allows users to simply and easily access high quality transaction document drafts and sample clauses, and understand the key issues and considerations when drafting, reviewing and negotiating the transaction documents and clauses therein. At the same time, docQbot can also provide free introductions to domestic and foreign law firms for offline support (terms of any such engagement by a user of such offline legal professionals shall be as separately agreed by the parties thereto).

1.2 docQbot is not a law firm. While the Content 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 Content 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, none of the Content provided on the Website constitutes legal advice. All of the Content, including but not limited to docQbot Templates, docQbot Clauses and docQbot Drafting Notes (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 therein. Users of the Content are responsible to consult independent legal counsel and to revise the docQbot Templates and docQbot Clauses as necessary or appropriate for the specific circumstances of each particular transaction.

2. Disclaimers

2.1 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.

2.2 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; or

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

2.3 We 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.

2.4 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.

3. Account Security

Access to the Content and Services, including the a la carte Services and Membership Subscription Services, 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.

4. Restriction of Use

4.1 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.

4.2 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.

4.3 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.

5. 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.

6. Third-party content

6.1 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.

6.2 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.

7. Limitation of liability

7.1 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.

7.2 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.

8. 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.

9. Privacy; Use of Personal Information

9.1 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.

9.2 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.

9.3 We do not disclose, sell or deal in Personal Information. We may however use such information in an anonymous general manner without any reference to the specific Personal 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; and

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

9.4 We may disclose personal 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 purchasers in relation to the proposed provision of financing for, investment in or purchase or acquisition of our business or assets; or

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

10. 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.

11. 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.

12. 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.

13. 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.

14. Waiver

Neither docQbot’s nor your failure to exercise or delay in exercising any right, power or privilege granted pursuant to these Terms of Use shall 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.

15. 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.

16. 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.

17. Dispute resolution

17.1 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.

17.2 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.