MemoMind User Service Agreement

This English translation is provided for reference only. In case of any inconsistency between this translation and the Chinese original, the Chinese version shall prevail.

Release Date: December 22, 2026 Effective Date: December 22, 2026

Welcome to the MemoMind client software (hereinafter referred to as the "Software") and its services. You (hereinafter also referred to as the "user" or "you") are advised to read the following terms carefully.

This Agreement is entered into between you and Shanda Cognition (Shanghai) Technology Development Co., Ltd. (盛大认知（上海）科技发展有限公司) and its affiliates (hereinafter referred to as "we" or "us") regarding your use of the Software and related services. If you object to any term, you may choose not to use the Software; when you download, install, or use the Software and related services, you shall be deemed to have read this Agreement and to have agreed to be bound by it. Please pay particular attention to the provisions concerning the exemption or limitation of our liability, the limitation of your rights, the processing of personal information, and dispute resolution; such provisions have been identified in bold.

This product is not offered to minors. Please confirm that you have reached the age of 18 (or the age of majority prescribed in your country or region, whichever is higher). If you have not reached the aforementioned age, please do not register, log in to, or use the Software.

MemoMind provides services to users worldwide. We will provide services to you and process your personal information in accordance with the applicable laws and regulations of your country or region. Due to differing legal requirements across countries and regions, certain functions may not be available, or may be provided in a different manner, in some countries or regions.

We may amend this Agreement as required by business needs and by laws and regulations. Where an amendment involves your material rights and interests, we will notify you in advance by means such as in-app notifications, login pop-ups, or announcements; the amended Agreement shall apply from the effective date of its publication. If you do not agree, you may stop using and uninstall the Software; if you continue to use the Software, you shall be deemed to have accepted the amended Agreement.

I. Service Content

  1. MemoMind is an intelligent recording and voice-memory software product developed, controlled, and operated by us, which provides services including audio recording, speech-to-text transcription, recording translation, content summarization and organization, and intelligent question answering and retrieval (hereinafter referred to as the "Service").
  1. The Software may be used in conjunction with hardware devices provided by us, such as the AI MemoRing smart recording ring and the AI MemoCard recording card (hereinafter collectively referred to as "hardware devices").
  1. To use the Service, you need to download the MemoMind client software (iOS version or Android version). We grant you a personal, revocable, limited, non-transferable, and non-exclusive license, under which you may download, install, run, and use the Software on a terminal device for non-commercial purposes.
  1. We may add, adjust, or discontinue certain functions of the Service. Where the provision of an important function is discontinued, we will notify you in advance by reasonable means.

II. Software Acquisition, Installation, and Updates

  1. Please download the Software through our website or through third-party platforms authorized by us. If you obtain the Software, or an installation program bearing the same name, from an unauthorized channel, we cannot guarantee that it will function properly and shall not be liable for any losses caused as a result.
  1. We may develop different software versions for different mobile terminals. You should select the appropriate version and install it correctly by following the steps prompted by the program; otherwise, you will be unable to enjoy the corresponding services. You shall not install the Software on other terminal devices not expressly permitted by us. We assume no liability for any risks or losses arising from your failure to correctly install the appropriate version.
  1. In order to improve the user experience and to ensure the security of the services and the consistency of functions, we will provide software updates from time to time (which may take the form of software replacement, modification, function enhancement, version upgrades, and the like), and we have the right to update the Software, or to change or restrict certain functional effects, without special notice to you.
  1. After a new version is released, the old version may cease to be usable. We do not guarantee the continued availability of old versions or the corresponding customer services. Please check for and download the latest version at any time.

III. Account Registration and Management

  1. You may register an account yourself, or use an existing third-party account recognized by us for authorized login. When registering, you must provide a genuine and valid mobile phone number or email address and complete registration via an SMS or email verification code. If the information is incomplete or inaccurate, you may be unable to use the Service or may be subject to restrictions during use. We have the right, within a reasonable and necessary scope, to verify the information you provide, and have the right to restrict or close your account on the basis of reasonable doubt.
  1. The account is owned by us, and you hold the right to use it. Without our written permission, the account may not be transferred, lent, leased, gifted, or inherited. If you use the account for purposes other than those stipulated in this Agreement, we have the right to suspend or terminate the provision of services to you.
  1. You must keep your account information (including but not limited to your account name and password) safe and use it securely, and shall bear the corresponding legal liability for all activities occurring under your account, whether such activities are carried out by you personally or by a third party authorized by you. Because your recordings may contain the voices of others, the safekeeping of your account also concerns the rights and interests of relevant third parties.
  1. If your account is used by a third party or any other problem arises, you are obligated to notify us promptly and provide your identity information and relevant documents, the relevant facts, and your requests. After verifying your identity, we will take measures depending on the circumstances; such handling requires a reasonable period of time. If the information you provide is untrue or incomplete such that the matter cannot be handled in a timely manner, any losses arising therefrom shall be borne by you.
  1. If you use the Service, you thereby indicate your willingness to receive emails and/or system messages concerning the Service sent by us. You may turn off the corresponding notifications in the manner provided by the Software or your device's system.
  1. If you have not enabled automatic cloud storage and cloud space, files are stored only locally on your client device, and we cannot guarantee their stability; changing your client device, deleting the software, or similar circumstances will result in the permanent deletion of the files. Only after enabling cloud space can files be synchronized to our servers.

7. Account Cancellation

You have the right to cancel your MemoMind account. You may cancel it yourself in the App (which takes effect immediately upon submission), or contact us for assistance in the manner described in Article XIV of this Agreement; if you apply by contacting us, we will complete the cancellation for you within 15 business days after verifying your identity and confirming that there are no outstanding matters. For specific steps, see the Help Center: https://www.memoring.ai/en/help/. Please pay particular attention to the following before cancellation:

(1) The account cannot be restored after cancellation;

(2) Any unused subscription benefits under your account will lapse, and no refund will be given, nor may they be converted to cash;

(3) The recordings, transcribed text, summaries, analysis results, and other data stored by you in the Software will be deleted and cannot be recovered; please back up and export them yourself before cancellation;

(4) If your account is still bound to a hardware device, you must first unbind the device before cancellation; otherwise, the device may be unable to be bound to a new account;

(5) For subscriptions made through an app store, you must cancel them yourself in the subscription management of the corresponding store; merely canceling your account will not automatically cancel your app store subscription, and charges may otherwise continue to accrue;

(6) Your transaction records and related information will continue to be retained for the period required by laws and regulations; for details, see Chapter V of the Privacy Policy.

IV. Hardware Devices

This Article applies where you use the Software in conjunction with the AI MemoRing, AI MemoCard, or other MemoMind hardware devices.

  1. Pairing and Binding. A hardware device may be bound to only one account at any given time. If you need to use the device with another account, you must first release the existing binding; before you transfer or dispose of the device, please first release the binding and restore the factory settings. For the device information that needs to be read for pairing and connection, see Item 2 of Chapter II of the Privacy Policy.
  1. Connection Methods. Hardware devices connect to your mobile phone via Bluetooth. The AI MemoCard also supports WiFi flash transfer, which transfers recording files directly between your mobile phone and the device via a local network, without passing through the public internet. For the required system permissions, see the Privacy Policy.
  1. Firmware Updates. We may provide firmware updates (including security fixes) for hardware devices. You agree that the device may automatically download and install firmware. We may send beta firmware to certain users on a targeted basis; such firmware is provided on an as-is basis, may be insufficiently stable, and may be withdrawn at any time.
  1. Sale and Purchase of Hardware Products. The sale and purchase, ownership, delivery, quality assurance, repair, and return and exchange of hardware products are governed by the separate sales terms and warranty policy provided with the hardware; this Agreement governs only the software and cloud services accompanying the hardware, and does not limit the statutory rights you may assert against the seller with respect to hardware products in accordance with the law.
  1. Not a Medical or Safety Device. The hardware devices are consumer electronic products and are not medical devices, safety devices, emergency communication devices, or evidentiary recording devices. Do not rely on the devices in situations where recording failure, transmission failure, or inaccurate results could lead to personal injury, property loss, or the loss of legal rights. Battery power, connectivity, and storage are all limited resources, and recordings are subject to the possibility of failure, truncation, or loss.
  1. Where a device is damaged during the warranty period due to causes other than quality defects, or where a device is damaged after the warranty period has expired, you may no longer continue to enjoy the related services associated with it, and such services cannot be transferred to another device.
  1. We may discontinue support for a particular model of hardware device (including firmware maintenance and cloud functions specific to that model), and will notify you in advance by reasonable means.

V. Artificial Intelligence and Intelligent Analysis Functions

1. AI-Generated Content

(1) Functions of the Software such as transcription, summarization, organization, and question answering use lawfully integrated third-party artificial intelligence services as well as models deployed by us. We may optimize, adjust, or replace the models and algorithms used from time to time. For the related processing of personal information, see Items 4 and 5 of Chapter II of the Privacy Policy.

(2) Content generated by artificial intelligence may contain errors, omissions, biases, or inaccuracies; it is provided for your reference only and does not constitute any professional advice (including but not limited to medical, psychological, legal, or financial advice). You shall bear sole responsibility for decisions made on the basis of such content.

(3) Labeling of AI-Generated Synthetic Content. In accordance with laws and regulations, the Software adds the explicit label "Content generated by AI, for reference only" to content generated by artificial intelligence (including summaries, titles, tags, to-do items, and AI assistant replies); verbatim transcription does not constitute generated synthetic content and is therefore not so labeled. Without permission, you shall not delete, alter, or obscure such labels, and you shall not use the Software to generate or disseminate false information. When you publish or share such content externally, you shall proactively label it in accordance with the relevant rules, and shall not maliciously delete, tamper with, forge, or conceal the labels.

2. Speaker Labeling and Voice Characteristics

(1) The automatic speaker labeling function extracts voice characteristic information from recordings to distinguish different speakers; after you name a speaker, that speaker's voice characteristics will be stored in association with the name and used to match the same speaker in subsequent recordings. Voice characteristic information constitutes biometric information and is sensitive personal information; we will obtain your separate consent for the related processing before you first use the function; the voice characteristics of others are synchronized to our servers only after you enable automatic speaker labeling (off by default). For storage, synchronization, and deletion rules, see Item 7 of Chapter II of the Privacy Policy.

(2) The aforementioned processing may involve speech that is not your own, and you shall ensure that you have obtained the consent of the relevant individuals.

(3) You may at any time turn off this function, or view, rename, or delete the saved speaker information; turning it off does not affect other functions such as transcription and summarization. For specific steps, see the Help Center: https://www.memoring.ai/en/help/.

3. Emotion and Cognitive Analysis

(1) Emotion and cognitive analysis is a core function of this software and is performed only on segments of your own speech. For the analysis content, processing methods, and how to delete results, see Item 8 of Chapter II of the Privacy Policy.

(2) The analysis results are statistical inferences based on speech and text characteristics; they are not medical or psychological diagnoses and have no diagnostic validity. You should not use them as the basis for any health or medical judgment. If you have health concerns, please consult a professional physician. We will not, on the basis of the analysis results, subject you to differential pricing, service restrictions, or other adverse treatment.

VI. Third-Party Platform Integrations

  1. We may, through technical means such as MCP (Model Context Protocol), enable you to authorize third-party AI assistant products (such as ChatGPT, Claude, and the like) to access your data in the Software within the scope you authorize, and to perform corresponding actions on your behalf (such as saving or modifying long-term memories and using apps you have connected; sending and writing actions require your confirmation on your phone). Actions initiated by a third-party platform within the authorized scope shall be deemed to be carried out on your instructions, and the data shall be as recorded in our systems; we may also, by way of an open platform, provide your data to partners vetted by us. For the scope of data and the related processing of personal information, see Item 12 of Chapter II of the Privacy Policy.
  1. Authorization and Revocation. The aforementioned services may be activated only after your express authorization; without your separate authorization, we will not open your data to any third-party platform. You may at any time disconnect on the third-party platform, or contact us to revoke the access credentials; upon revocation, we will immediately cease providing data. Data lawfully provided prior to revocation shall be handled by that third-party platform in accordance with its agreement and applicable law.
  1. Regarding the independent responsibility of third-party platforms:

(1) Third-party platforms are operated by their independent operators, which provide services under their own agreements and privacy policies. When using them, you shall also comply with their rules.

(2) After a third-party platform obtains your data, it may further process such data within its own systems (including but not limited to display, caching, analysis, and use in the operation of its models). Such processing shall be the independent responsibility of the third-party platform; we have no control over it and assume no responsibility for it.

(3) Your recordings may contain the voices and speech of others. Once you grant authorization, such information of others will also be provided to the third-party platform. Please evaluate this carefully.

(4) We assume no responsibility for the continuity, stability, legality of content, or accuracy of results of the services of third-party platforms. If you suffer losses due to causes attributable to a third-party platform itself, you should resolve the matter with that third-party platform in accordance with its agreement.

(5) We have the right to add, adjust, or terminate the relevant integration services as required by business needs.

VII. Subscriptions and Payment

  1. Certain functions of the Software require a subscription before use. The price, cycle, scope of benefits, and usage limitations of a subscription shall be as displayed on the page at the time of your purchase. You shall provide complete and accurate billing information and a valid payment method, and shall bear the corresponding taxes and fees yourself (except where the law provides that we shall withhold and remit them on your behalf).
  1. Automatic Renewal. Unless otherwise stated, subscriptions renew automatically by default. We will charge the fee through your chosen payment method at the beginning of each billing cycle, until you cancel the subscription. If payment cannot be completed, we may downgrade your account or suspend the corresponding paid functions until payment is received.
  1. Cancellation and Refunds. You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing cycle, and you may continue to use the corresponding benefits until then; to avoid incurring charges for the next billing cycle, please cancel at least 24 hours before the renewal date. If you purchased through a third-party app store such as the Apple App Store or Google Play, you must cancel yourself in your device's subscription management settings; canceling within the Software or canceling your account will not automatically cancel that subscription relationship; refund requests must be submitted to and handled by that app store in accordance with its rules, and we are unable to directly process refunds for orders placed through such channels. If we offer a free trial, the duration and conditions shall be as displayed on the purchase page; upon expiration of the trial period, it will automatically convert to a paid subscription and charging will begin, and you may cancel at any time before the end of the trial period without incurring charges. Except as otherwise mandatorily provided by applicable law or as otherwise undertaken by us in writing, fees already paid are non-refundable, and unused subscription periods will not be refunded on a pro-rata basis.
  1. Price Adjustments. We may adjust prices from time to time. If we raise subscription prices, we will notify you no less than 30 days in advance; the adjusted price will apply from your next billing cycle, and you may cancel your subscription before then.
  1. Free trials or promotional benefits are subject to the rules displayed at the time you obtain such benefits. If you cancel your account, any unused benefits will lapse and no refund will be given.

VIII. Representations and Warranties

You represent and warrant that:

  1. You possess the qualifications and capacity to perform the obligations and enjoy the rights and interests under this Agreement, will respect our lawful rights and interests and those of other users, and will not disparage the reputation of us or of any of our products and services.
  1. You are responsible for all conduct under your use of the Software and services, and any content you process or publish through the Software is lawful, compliant, and consistent with public order and good morals.
  1. If the personal information you provide is not your own (including the voices of others contained in your recordings), you have obtained the consent of the relevant individuals.
  1. You will not use the Software to upload, publish, label, or disseminate information containing the following content: content that violates the laws and regulations of the country or region where you are located, endangers national security and national interests, or undermines ethnic unity and religious policies; content that spreads rumors, disturbs social order, or undermines social stability; content that is obscene or pornographic, or involves gambling, violence, homicide, terror, or the incitement of crime; content that insults or defames others, or infringes the intellectual property rights, privacy rights, or other lawful rights and interests of any third party; content that is false, harmful, threatening, harassing, defamatory, vulgar, obscene, or otherwise morally objectionable; as well as other content prohibited by the laws of the country or region where you are located.
  1. You will not use the Software to intentionally create or disseminate computer viruses or other destructive programs, will not cause interference or disorder to the Software or to the system servers or networks connected to it, and will not violate any requirements, procedures, policies, or rules of the networks connected to the Software.
  1. You will not exploit any technical defects or vulnerabilities that may exist in the Software to profit, in any form, for yourself or a third party, or to cause us or third parties to suffer losses.
  1. All of our product and service marks, including those of the Software, are owned by us and are protected by copyright, trademark, patent, and other laws and regulations. Without our written permission, you will not use the aforementioned content (including but not limited to our trade names, trademarks, logos, or any variants, abbreviations, or adaptations thereof, and/or URL addresses, technical interfaces, and the like).
  1. Without our written permission, you will not reverse engineer, decompile, or disassemble the Software, will not compromise its integrity (including program code, data, and the like) or make any modifications, and will not reverse engineer the firmware, communication protocols, or interfaces of the hardware devices.
  1. You will not delete, conceal, or alter any intellectual property or other proprietary notices displayed in or contained within the Software, will not interfere with or attempt to interfere with the normal operation of the Software in any manner, and will not create, publish, or disseminate any tools, methods, or the like that could cause the foregoing consequences.
  1. You will not use the voice characteristic information extracted by the Software for purposes other than speaker differentiation, and will not use it to establish, or assist in establishing, any voiceprint recognition database.

IX. Notice and Counter-Notice

  1. The content in the Software is uploaded by users themselves. If you believe that relevant content infringes upon your lawful rights and interests, you may submit to us a written notice of rights, together with proof of identity, proof of ownership, and detailed proof of the infringement. We will conduct a preliminary formal review: if the materials do not meet the requirements, or if, within 5 business days after we request modifications or supplements, you fail to respond or fail to supplement materials that meet the requirements, we may, depending on the circumstances, decline to process the matter; if the materials meet the requirements, we will process the content concerned. If the statements in your infringement claim are untrue, you shall solely bear all legal liability arising therefrom.
  1. With respect to content we have processed for the foregoing reasons, the provider of such content may, in accordance with the law, send us a counter-notice of non-infringement, together with proof of identity and proof of ownership. Upon receipt of the counter-notice, we may restore the content that was deleted or whose links were disconnected, and, in accordance with the law, shall bear no legal liability for such restoration.

X. Personal Information Protection

  1. Without your consent, we will not disclose your personal information to any company, organization, or individual other than us and our affiliates, except as otherwise provided by laws and regulations.
  1. We will employ security technologies and procedures and establish management systems to protect your personal information from unauthorized access, use, or disclosure. However, we cannot guarantee that existing security and technical measures will ensure that your personal information is free from any form of infringement.
  1. This product is not offered to minors. If we discover that you are a minor, we will cease providing services to you and delete the relevant information.
  1. For how we collect, use, store, share, and protect your personal information, see the Privacy Policy. With respect to matters of personal information processing, where this Agreement is inconsistent with the Privacy Policy, the Privacy Policy shall prevail; matters not stipulated in the Privacy Policy shall be governed by this Agreement.

XI. Points of Note

  1. The Software will utilize resources of your terminal, such as its processor and bandwidth, and data traffic charges may be incurred; such charges shall be borne by you.
  1. We will use commercially reasonable efforts to safeguard the security of your data storage in the Software and services; however, we cannot provide a complete guarantee in this regard, including but not limited to the following circumstances:

2.1 We are not responsible for the deletion of, or failure to store, your relevant data in the Software and services;

2.2 We have the right, according to actual circumstances, to determine the maximum storage period for an individual user's data, and to allocate the maximum storage space for such user on our servers, among other things. You may back up the relevant data yourself according to your own needs;

2.3 If you stop using the Software and services, or if the services are terminated or canceled, we may permanently delete your data from our servers and have no obligation to return any data to you.

  1. You shall exercise your own judgment regarding the content of the Software's services and shall bear the following risks beyond our control yourself, including but not limited to:

3.1 Risks of loss or leakage of users' personal information caused by force majeure;

3.2 Any problems or damage caused by a mismatch between the software version you select and your mobile phone model;

3.3 Risks that may arise from third-party products and related content when you use the Software to access third-party products;

3.4 Risks and liabilities that may arise from the forwarding and dissemination by others of content you publish or share;

3.5 Risks such as incomplete data synchronization and slow page loading caused by unstable wireless network signals, limited bandwidth, and similar factors.

XII. Risks and Disclaimers

  1. The Software may be affected by a variety of factors (including but not limited to user causes, network service quality, and the social environment) and may be subject to intrusions from various security problems. You should strengthen your awareness of information security and personal information protection and take care to protect your password.
  1. We will, in accordance with industry standards, reasonably and prudently take necessary technical measures to protect the information and data security of your terminal device; however, you acknowledge and agree that we cannot provide any guarantee in this regard.
  1. With respect to disruptions to normal operation caused by system failures or instability during upgrades, we will address them in a timely manner. We reserve the right to suspend or shut down all or part of the Software for maintenance, upgrades, or other purposes, and will give as much advance notice as possible.
  1. Due to limitations in the current state of technological development, we cannot guarantee the accuracy of the Software's functions. Errors, omissions, or inaccuracies may occur in the Software's recording, transcription, translation, summarization, and other intelligent analysis services, and you should judge and verify the relevant content yourself.
  1. As required by business development, we reserve the right to change, restrict, suspend, or terminate all or part of the Software, and will notify you in advance by reasonable means with respect to material changes.
  1. To the extent permitted by law, we shall not be liable for losses caused by the leakage or theft of your personal information resulting from force majeure or causes not attributable to us.
  1. Any dispute arising from third-party software or technology used by the Software shall be resolved by the relevant third party. We do not provide customer support for third-party software or technology; if you need support, please contact the relevant third party.
  1. To the maximum extent permitted by applicable law, our total liability to you for compensation under this Agreement and the Service shall not exceed the total fees you paid to us for the Service in the twelve (12) months preceding the event giving rise to the claim. This Article does not apply to liability that may not be limited or excluded under the law.

XIII. Liability for Breach

  1. We have the right, based on reasonable judgment, to take appropriate measures (including but not limited to suspending or terminating the provision of services and deleting accounts) against users who violate laws and regulations or this Agreement, and to preserve relevant information and report to the competent authorities in accordance with the law; the user shall solely bear the legal liability arising therefrom. Except in circumstances prohibited by law, where an investigation might be impeded, or where the risk is imminent, we will notify you of such measures and give you an opportunity to present your case.
  1. You must strictly comply with applicable laws and regulations and this Agreement or the relevant terms of service, and must not infringe upon the lawful rights and interests of any third party. If your breach gives rise to any claim, demand, or loss asserted by a third party, you shall bear liability independently; if we receive a complaint from a third party as a result, or face review or inquiry by administrative authorities, judicial or law enforcement authorities, or the like, we have the right to first suspend the provision of services to you. Upon receipt of notice, you shall, in your own name, negotiate with the third party, respond to litigation, or submit to review or inquiry by the relevant authorities, shall bear the corresponding legal liability (including but not limited to litigation costs, attorneys' fees, and compensation payments), and shall compensate us for the losses caused to us thereby.

XIV. Notices and Service

  1. You may contact us through the in-app feedback channel or by email at support@memoring.ai; for requests involving personal information and privacy rights, please send an email to privacy@memoring.ai. We will respond in a timely manner. You should ensure that your contact information remains reachable, so as to receive emails, telephone calls, or messages sent by us.
  1. Notices sent by us to you will be delivered by SMS, email (to the mobile phone number or email address you provided when registering your account), in-app notification, or announcement on our website pages; such notices shall be deemed served on the date of sending/announcement.

XV. Miscellaneous

  1. If any part of this Agreement conflicts with applicable law, that part shall be reinterpreted in accordance with the provisions of the law, and the invalidity or reinterpretation of some terms shall not affect the legal validity of the remaining terms.
  1. You and we are each independent parties, and under no circumstances shall this Agreement constitute an agency, partnership, joint venture, or employment relationship between the parties.
  1. You agree that we may designate affiliates or third parties as beneficiaries of this Agreement, with the right to directly perform and enjoy the rights under this Agreement.
  1. The validity and interpretation of this Agreement, and the resolution of disputes arising hereunder, shall be governed by the laws of the mainland of the People's Republic of China (excluding its conflict-of-laws rules).
  1. Dispute Resolution. Any dispute arising from or in connection with this Agreement shall first be resolved by the parties through friendly negotiation; if negotiation fails, either party shall submit the dispute to the Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center) for arbitration in accordance with its arbitration rules in effect at the time. The seat of arbitration shall be Shanghai, and the language of arbitration shall be Chinese. The arbitral award shall be final and binding on both parties.
  1. If the mandatory laws and regulations of your country or region provide otherwise with respect to the method of dispute resolution, jurisdiction, or consumer rights, such provisions shall apply, and Item 5 of this Article shall not deprive you of the rights you enjoy under such provisions.
  1. This Agreement is written in Chinese. Versions in other languages provided by us are for your reading convenience only; in the event of any inconsistency with the Chinese version, the Chinese version shall prevail (except as otherwise mandatorily provided by applicable law).
  1. This Agreement constitutes the entire agreement between the parties with respect to the matters stipulated herein. All other rights not expressly granted under this Agreement remain reserved by us; our failure to exercise any such rights shall not constitute a waiver of such rights.