Terms of Use

LAST UPDATE 2 January 2020

 

The following terms of use ("Agreement”) govern your access to, and use of, the BYTON website (“Website”), mobile applications (each a "Mobile Application" and collectively, “Mobile Applications”) and developer program ("Developer Program"), including any content offered via the Website, Mobile Applications and the Developer Program (which includes use of the BYTON's developer tools, software development kits and associated software ("Developer Tools")). By using our Website, Mobile Applications and/or our Developer Program, you expressly agree to these terms.

The Website, Mobile Applications and Developer Program are operated by BYTON Limited, a company registered under the Laws of Hong Kong and having its registered office at Limited, Unit 1312, 13/Floor, Tower 1, Lippo Centre, 89 Queensway, Hong Kong (“BYTON”).

We may revise and update this Agreement from time to time. All changes are effective immediately when we post them. Your continued use of our Website, Mobile Applications and/or Developer Program following the posting of revised terms means that you accept and expressly agree to the changes.

Some links provided on the Website, Mobile Applications and Developer Program may lead to third party websites of independent site owners. The information presented therein is the sole responsibility of those site owners. BYTON has no control or responsibility for the content of independent sites and provides these links to its visitors for their convenience.

 

Privacy

We value your privacy. Please review our Privacy Policy ("Privacy Policy”) to understand our privacy practices. All information you provide to us via the Website, Mobile Applications, Developer Program or otherwise is governed by our Privacy Policy and this Agreement. By using our Developer Program and Developer Tools, you agree that BYTON may use any personal data and/or information submitted or automatically collected in accordance with the provisions explained and set out in our Privacy Policy at https://www.byton.com/policy.

 

Ownership and Use of Website, Mobile Applications or Developer Program

All content, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) on the Website, the Mobile Applications and/or the Developer Program are and shall continue to be the property of BYTON or its content suppliers and are protected under copyright, patent, trademark, and other applicable laws. Any copying, redistribution, use or publication by you of any such content or any part of the Website, the Mobile Applications and/or the Developer Program is prohibited, except as expressly permitted in this Agreement.

Except for as expressly set forth herein, under no circumstances will you acquire any ownership rights, license, or other interest in any content by or through your use of the Website, the Mobile Applications and/or the Developer Program. You agree not to reverse engineer or break into the Website, the Mobile Applications and/or the Developer Program, or use materials, products or services in the Website, the Mobile Applications and/or the Developer Program to violate any law. Your use of the Website, the Mobile Applications and/or the Developer Program is at the sole discretion of BYTON and BYTON may terminate your use of the Website, the Mobile Applications and/or the Developer Program at any time, with or without notice, for any reason.

Please refer to our Privacy Policy for any questions or concerns on our collection of personal data. Any personal data information that we collect from you shall be protected in accordance with the applicable laws and regulations on personal data protection in your jurisdictions, and such other jurisdictions as applicable. To the extent you decide to provide us with any personal data or information, you agree to provide us with current, complete, and accurate information, including your email address, postal address, phone number, and any other information which you shall provide.

 

Intended Audience

The Website, the Mobile Applications and/or the Developer Program is intended for adults only and is not intended for any children under the age of 18.

 

BYTON Trademarks

BYTON, 拜腾, the  logo and all other trademarks ("BYTON Trademarks") are the property of the BYTON companies. You may not use the  logo. You may use the word “BYTON” only in relation to the development, integration and marketing of an application you develop for BYTON vehicles using the Developer Tools and/or the Developer Program. If used in the name of the application you develop, “BYTON” may only be used as a descriptor, such as “for BYTON” and the first instance of “BYTON” should be followed by a TM symbol such as “for BYTON™”. In other messaging, the word "BYTON" may be used in text as a descriptor, as long as it is followed by a proper generic term (for example, "BYTON™ vehicle"). Any use of the BYTON name must include the following footer attribution in your communications: "BYTON is a trademark of BYTON companies."

You may use the word “拜腾” only in relation to the development, integration and marketing of an application you develop for BYTON vehicles using the Developer Tools and/or the Developer Program. If used in the name of the application you develop, “拜腾" may only be used as a descriptor, such as “拜腾版” and the first instance of  “拜腾" should be followed by a TM symbol such as “拜腾™版”. In other messaging, the word "拜腾" may be used in text as a descriptor, as long as it is followed by a proper generic term (for example, “拜腾™车”). Any use of the 拜腾 name must include the following footer attribution in your communications (or its Chinese equivalent): "拜腾 is a trademark of BYTON companies".

Except as set out in this section, you must not use the BYTON Trademarks without our prior written permission. All other names, logos, product and service names, designs and slogans that may appear on the Website, the Mobile Applications and/or the Developer Program are the trademarks of their respective owners. Any goodwill derived from your use of BYTON, 拜腾, or other BYTON Trademarks shall accrue to the BYTON companies. No rights or licenses are conferred on you except those expressly set out in this section.

You grant the BYTON companies all necessary rights to use, reproduce and distribute your trademarks, company name and/or logo in order to promote and advertise the application you develop for BYTON vehicles using the Developer Tools and/or the Developer Program.

For more information about BYTON trademarks, see the BYTON Trademark Guidelines.

 

No License

Nothing herein will constitute a consent by BYTON to your assumption, or assumption and assignment, of any license set forth herein pursuant to Section 365 of Title 11 of the United States Code or otherwise. Without limitation to the generality of the foregoing, nothing herein will constitute a consent pursuant to Section 365(c)(1)(B) of Title 11 of the United States Code. BYTON further expressly reserves all of its rights to object to any assumption, or assumption and assignment, of any license it has granted herein.

Nothing within this Agreement or the Website, Mobile Applications or Developer Program shall be construed as conferring any proprietary rights in or to, or license of any of BYTON’s intellectual property rights, or those of a third party, whether by estoppel, implication, waiver, or otherwise, except as expressly provided in this Agreement.

 

Permitted and Prohibited Uses

These terms permit you to use our Website or Mobile Applications for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, Mobile Applications or Developer Program, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of our Website or Mobile Applications for your own personal, non-commercial use and not for further reproduction, publication or distribution.
  • You may use our Website, Mobile Applications or Developer Program only for lawful purposes and in accordance with these terms. You agree not to use our Website, Mobile Applications or Developer Program in any way that violates any applicable local or international law or regulation.

You also agree not to:

  • Impersonate any person or entity, including, but not limited to, a BYTON shareholder, officer, director, employee or representative, or misrepresent your affiliation with a person or entity.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any user content transmitted on or through the Website, Mobile Applications or Developer Program;
  • Use our Website, Mobile Applications or Developer Program in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of our Website, Mobile Applications or Developer Program.
  • Use any robot, spider or other automatic device, process or means to access our Website, Mobile Applications or Developer Program for any purpose, including monitoring or copying any of the material on our Website, Mobile Applications or Developer Program.
  • Use any device, software or routine that interferes with the proper working of our Website, Mobile Applications or Developer Program.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Website, Mobile Applications or Developer Program, the server on which our Website, Mobile Applications or Developer Program is stored, or any server, computer or database connected to our Website, Mobile Applications or Developer Program.
  • Harvest, collect or store information about the users of the Website, Mobile Applications or Developer Program or any user content posted by others on the Website, Mobile Applications or Developer Program or use such information for any purpose inconsistent with the purpose of the Website, Mobile Applications or Developer Program;
  • Attack our Website, Mobile Applications or Developer Program via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of our Website, Mobile Applications or Developer Program.

BYTON may, at its sole discretion, suspend or terminate your access to the Website, Mobile Applications or Developer Program, without prior notice, if BYTON believes that your conduct fails to conform to this Agreement. BYTON shall not be liable to you for any damages resulting from any such suspension or termination.

 

Reliance on Website, Mobile Applications or Developer Program Information

The information presented on our Website, Mobile Applications or Developer Program is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Website, Mobile Applications or Developer Program, or by anyone who may be informed of any of its content.

 

Service Access

While BYTON endeavours to ensure that the Website, Mobile Applications and Developer Program are normally available 24 hours a day, BYTON shall not be liable if the Website, Mobile Applications and/or Developer Program are unavailable at any time or for any period of time.

Access to the Website, Mobile Applications or Developer Program may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond BYTON’s control.

 

Changes to the Website, Mobile Applications or Developer Program

We may update the content on our Website, Mobile Applications or Developer Program from time to time, but the content is not necessarily complete or up to date. Any of the material on our Website, Mobile Applications or Developer Program may be out of date at any given time, and we are under no obligation to update such material.

Linking to the Website, Mobile Applications or Developer Program

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

 

Links from the Website, Mobile Applications or Developer Program

Any links from the Website, Mobile Applications or Developer Program to other sites and resources provided by third parties are provided for your convenience only. We have no control over the content of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Website, Mobile Applications or Developer Program, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

Accuracy of Information

The information on the Website or Mobile Applications is intended for customers of BYTON. BYTON will use its reasonable endeavours to ensure that the content of the Website and Mobile Applications is accurate and up to date. However, due to changes implemented in vehicle specifications during annual updates etc., products shown on the Website or Mobile Applications may differ from the latest specification. Some of the equipment described or shown may only be available in certain countries or may be available only at extra cost. BYTON reserves the right to change product specifications at any time, and BYTON does not accept any liability for any claims or losses arising from relying on the content of the Website or Mobile Applications.

No reliance should be placed upon any of the statements made within the Website or Mobile Applications, and the material on the Website or Mobile Applications is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, BYTON provides you with the Website or Mobile Applications on the basis that BYTON excludes all representations, warranties and conditions or other terms (including, without limitation, any conditions implied by law) which, but for these terms, might have effect in relation to the site.

 

Developer Program
  1. Registration and creation of your developer account

If you decide to use our Developer Program, you will have to register and apply for a developer account ("Developer Account") which will give you unique access to our Developer Program. To become a BYTON developer ("Developer"), you must acknowledge that:

  • You are 18 years old or older;
  • As an individual, you are lawfully able and have the full legal authority to enter into contracts. If you are agreeing to this Agreement on behalf of an entity, you certify that such entity is duly organized, validly existing, and in good standing under the laws of the country in which it is organized or incorporated and that you have the necessary authority, permission or power of attorney to bind that entity;
  • You are responsible for the confidentiality of your account ID and password and for any activity on your account; and
  • You will keep your name and contact information accurate and updated.
  1. Term and Termination

BYTON may terminate or suspend your access to the Developer Program at any time in our sole discretion. You may also terminate your registration on the Developer Program at any time by giving us written notice.  Upon termination or suspension of your Developer Account, all rights and licenses granted to you under these terms will cease, including your right to access the Developer Program. Upon termination, you will return or delete any of the BYTON confidential and/or proprietary information and content. The following sections shall survive termination: Term and Termination, Restrictions, Newly Created Content, Confidentiality,   Indemnity, Disclaimer of Warranties, Limitations of Liability, Governing Law and Entire Agreement

  1. Use of the Developer Program

Limited License: Subject to the terms and conditions of this Agreement, we grant you a limited non-exclusive, personal, revocable, non-transferable, and non-sublicensable licence to use and access the Developer Tools and other BYTON content made available to you by BYTON on the Developer Program for the sole purpose of developing applications to be integrated into BYTON vehicles.

Restrictions: Under no circumstances will you acquire any ownership rights in any Developer Tool or other BYTON content made available to you by BYTON on the Developer Program by or through your use of the Developer Program. You agree not to reverse engineer the Developer Tools or use materials, products, or services available on the Developer Program in a way that would violate any law. You acknowledge and agree that any enhancement, development or modification you make to any of any BYTON proprietary content, including the Developer Tools ("Improvements"), will belong to BYTON. In the event the intellectual property rights for such Improvements do not automatically vest in BYTON, you hereby assign to BYTON all intellectual property rights in any such Improvements and will, upon BYTON's request, execute any document confirming such assignment.

Newly created content: To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty-free, fully paid up, and non-exclusive license to use and modify that content for the purpose of providing the Developer Tools and developing the BYTON brand.

Security: You will always use state of the art technical safeguards that are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, and/or disclosure of confidential and personal data. You will immediately inform us if you suspect any weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to the confidentiality, integrity, or availability ("Vulnerability") of our Developer Program or the application you develop for integration into BYTON vehicles.

End User documentation: You will flow down in your end user licence agreement ("EULA") all relevant provisions set out in this Agreement, including a third party right for BYTON to enforce the terms of the EULA against your end users. You will provide your end users a privacy policy compliant with all applicable privacy laws, identify all personal information collected, used, stored, processed and shared, and obtain all necessary consents from end users.

Audit: BYTON or its authorized representatives may, upon reasonable advance written notice, audit and inspect, at its expense, your books and records, business and development practices, operations, systems and/or applications not more than once per calendar year to ensure past and ongoing compliance with this Agreement. You shall cooperate and support any such audit as reasonably requested by BYTON.

  1. Changes to the Developer Program

We shall have the right to:

  • remove, replace or update the Developer Tools or the content on our Developer Program at any time;
  • change the pricing model under which we offer access to the Developer Program and/or charge fees for access to the Developer Program; and/or
  • change this Agreement and any of its associated use policies and guidelines at any time,

and will have no liability to you for any such changes.

  1. Confidentiality

Each party undertakes not to use the other party’s information of commercial value, in whatever form or medium, disclosed by a party (or any of its affiliates) to the other party (or any of its affiliates), including the source code relating to the development of applications to be integrated into BYTON vehicles, Developer Tools or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and to their customers, pricing and marketing ("Confidential Information") otherwise than in the exercise and performance of its rights and obligations under this Agreement ("Permitted Purpose").

Each party shall treat as confidential all Confidential Information provided by a party to the other party or accessed through the Developer Program. Neither party shall divulge any such Confidential Information to any person except to its own employees and then only to those employees who need to know it for the Permitted Purpose.

The restrictions imposed in this section shall not apply to the disclosure of any Confidential Information that:

(a)  is now in or hereafter comes into the public domain otherwise than as a result of a breach of this section;

(b)  before the Developer accessed the Developer Program was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and

(c)  is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).

This section shall remain in full force and effect in the event of any termination of this Agreement.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that content available from the internet or the Website, Mobile Applications or Developer Program will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website, Mobile Applications or Developer Program for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website, Mobile Applications or Developer Program or to your downloading of any material posted on it or on any Website, Mobile Applications or Developer Program linked to it.

Your use of our Website, Mobile Applications or Developer Program and its content is at your own risk. Our Website, Mobile Applications or Developer Program and its content are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither BYTON nor any person associated with BYTON makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of our Website, Mobile Applications or Developer Program. Without limiting the foregoing, neither BYTON nor anyone associated with BYTON represents or warrants that our Website, Mobile Applications or Developer Program, or its content, will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Website, Mobile Applications or Developer Program, or the server that makes it available, are free of viruses or other harmful components, or that our Website, Mobile Applications or Developer Program or any content will otherwise meet your needs or expectations.

To the maximum extent permitted by law, we hereby disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.

 

Limitation on liability

To the extent permitted under the applicable law, in no event will BYTON, its affiliates or its licensors, service providers, employees, agents, officers or directors be liable or responsible for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, our Website,  Mobile Applications, Developer Program any websites linked to them, any content on our Website, Mobile Applications or Developer Program or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

 

Unsolicited Submissions, Ideas and Business Policies

BYTON does not accept or consider unsolicited product proposals, ideas, suggestions, materials or business opportunities. In connection with anything you submit to us, unless solicited in writing by us, you agree that product proposals, ideas, suggestions, materials or business opportunities you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type.

 

Governing Law and Jurisdiction

All matters relating to our Website, Mobile Applications or Developer Program and these terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any choice or conflict of law provision. Notwithstanding the above, where the BYTON entity operating our Website, Mobile Applications or Developer Program is a PRC entity and you are a user residing with the territory of the People’s Republic of China (“PRC”) (excluding Hong Kong, Macau and Taiwan for the purpose), all matters relating to our Website, Mobile Applications or Developer Program and these terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of PRC, without giving effect to any choice or conflict of law provision.

Any legal suit, action or proceeding arising out of, or related to, this Agreement or our Website, Mobile Applications or Developer Program will be instituted exclusively in the courts located in Hong Kong SAR, PRC. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Notwithstanding anything to the contrary herein, BYTON shall have the right to seek injunctive relief, including preliminary and permanent injunctive relief, in any court of competent jurisdiction in order to enforce its rights herein or to otherwise enforce any judgment.

Notwithstanding the above, where the BYTON entity operating our Website, Mobile Applications or Developer Program is a PRC entity and you are a user residing with the territory of PRC, any dispute arising out of, or related to, this Agreement or our Website, Mobile Applications or Developer Program shall be exclusively submitted to the China International Economic and Trade Arbitration Commission, Shanghai Sub-commission, for arbitration according to its applicable rules at the time of submission. Any hearing shall be held in Shanghai and in the language of English. Any arbitration award shall be binding and final upon both parties. You waive any and all objections to the exercise of jurisdiction over you by such arbitration tribunal.

 

Waiver and Severability

No waiver by BYTON of any term or condition set forth in this Agreement will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BYTON to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of these terms will continue in full force and effect.

 

Export

Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

 

Third Parties Rights

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

 

Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one hundred eighty (180) days or more, the party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the other party.

 

No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

 

Assignment

This Agreement is personal to you and you may not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Agreement without our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign this Agreement in the event of a merger, change of control, reorganization or sale of our assets.

 

Notices

Any notice given to a party under or in connection with this Agreement shall be in English and in writing and shall be delivered to us at Unit 1312, 13/Floor, Tower 1, Lippo Centre, 89 Queensway, Hong Kong and shall be delivered to you at the address associated with your Developer Account (if applicable).

Apart from service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, we may also contact you by email at the address set out in your Developer Account.

 

Entire Agreement

This Agreement and our Privacy Policy constitute the sole and entire agreement between you and BYTON with respect to our Website, Mobile Applications or Developer Program and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to our Website, Mobile Applications or Developer Program.

 

Questions? Concerns? Suggestions?

Please contact us through the contact information on our Website or Mobile Applications to report any violations of this Agreement or to pose any questions regarding this Agreement, the Website, Mobile Applications, Developer Program and/or our services.