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Privacy Agreement

（May [31], 2021）

T-head Semiconductor Co., Ltd (hereinafter referred to as “we” or “T-head”) respects and protects the information of users and will treat the information with a high degree of diligence and prudence. When you use the official website of T-head (hereinafter referred to as the "website"), you agree that we will collect, process and disclose your information in accordance with this Agreement.

Before you browse this Website and obtain any technical information on this website, you must read this Privacy Agreement (hereinafter referred to as this “Agreement”) carefully and agree all terms and conditions under this Agreement. This Agreement will take effect immediately and be binding on you after you choose to agree.

I. Scope of application

1.1. This privacy policy is applicable to all functions and services of the website. The functions and services include those provided for you to browse the website and obtain and download technical data and those provided for you through the website.

II. Collection and use of user information

2.1. Help you to obtain the technical data on the website

Before you obtain and download technical data from the Website, you agree to provide us with your name, the name of the company you work or serve, your position in the company, your mobile phone and email, and other contact information. Except for the information directly provided for and disclosed by you, we will not actively collect your personal information. The email address you submit will be used to accept the verification code when you log in, and as one of the contact methods designated by you to receive relevant service notifications (such as event promotion, service change, etc.), and for us or our affiliates to make marketing promotion and product promotion and send service notice to you or communicate service with you. If you do not want to receive such marketing promotion, product promotion, service notice or communication, you can contact us through the methods as described in the paragraph [8.6].

2.2. You agree that we can use the information you submit for the following purposes:

2.3.1. Promote and introduce related products or activities to you as permitted by laws and regulations;

2.3.2. Help us to improve the functions and services of the Website;

2.3.3. Other purposes approved by you.

III. Sharing, transfer and public disclosure of user information

3.1. Sharing

You agree that we can share your user information with other organizations and individuals under the following circumstances:

3.1.1. Sharing with the express consent: we will share your user information with other parties only after obtaining your express consent;

3.1.2. Sharing under legal situation: we may share your user information with external parties as needed by laws, regulations, litigation and arbitration, or as required by administrative or judicial organs;

3.1.3. Sharing with the affiliates: we may entrust our affiliates to provide services, so we may share some of your user information with our affiliates in order to provide better service and optimize user experience. We will only share your user information for legal, legitimate, necessary, specific, and clear purposes, and will only share the user information required for the provision of the services.

3.2. Transfer

You agree that we shall transfer your user information to any company, organization and individual under the following circumstances:

3.2.1. Transfer with express consent: we will transfer your user information to other parties only after obtaining your express consent;

3.2.2. In the event of our combination, acquisition, or bankruptcy liquidation with other legal entities, or other situations involved with combination, acquisition, or bankruptcy liquidation, if the transfer of user information is involved, we will require the new company or organization that hold your user information to continue to be bound by this Agreement; otherwise we will require the company, organization and individual to re-obtain your authorization and consent.

3.3. Public disclosure

You agree that we can disclose your user information under the following circumstances:

3.3.1. After obtaining your express consent or based on your active choice, we may disclose your user information;

3.3.2. In order to protect the personal and property safety of the website and its affiliates’ users or the public, we may disclose your user information in accordance with applicable laws or the website-related agreements and rules.

3.4. Exceptions when the prior authorization is obtained before sharing, transferring, and disclosing user information

You acknowledge and understand that your prior authorization is not required when sharing, transferring, and disclosing your user information in the following situations:

3.4.1. When it is related to national security and national defense security;

3.4.2. When it is related to public safety, public health, and major public interest;

3.4.3. When it is related to criminal investigation, prosecution, judgment, and execution of judgment;

3.4.4. When it is to protect your or other life, property and other major legitimate rights and interests, but it is difficult to obtain your consent;

3.4.5. When it belongs to the personal information disclosed to the public on your own;

3.4.6. When it belongs to the personal information disclosed legally by legal news report, government information disclosure and other channels.

IV. Security of user information

4.1. We attach great importance to your information security. We endeavor to take a variety of reasonable physical, electronic and administrative measures to protect your user information from unauthorized access, public disclosure, use, modification, damage or loss. We will use encryption to improve the security of user information; we will use trusted protection mechanisms to protect user information from malicious attacks; we will deploy access control mechanisms to ensure the authorized access to user information; and we will organize security and privacy protection training to strengthen employees’ awareness of the importance of protecting user information.

4.2. We will take all reasonable and feasible measures to avoid collecting irrelevant user information. We will only retain your user information for the period required to achieve the purpose stated in this Agreement, unless the retention period needs to be extended or otherwise permitted by laws. After the above retention period, we will delete or anonymize your personal information.

4.3. We will try our best to ensure the security of any information you send to us. If our physical, technical or administrative protection facilities are damaged to result in unauthorized access, public disclosure, tampering or destruction of information, thus damaging your legitimate rights and interests, we will bear the corresponding legal responsibility.

4.4. In the event of user information security incident (leakage, loss, etc.), we will promptly notify you as required by laws and regulations: basic situation and possible impact of the security incident, disposal measures we have taken or will take, suggestions that you can prevent and reduce risks on your own, and remedial measures for you, etc. We will promptly inform you about the incident by email, letter, telephone, notice, etc. If it is difficult to inform the user information subject one by one, we will take reasonable and effective measure to post an announcement.

4.5. We will also report the handling of user information security incident in accordance with the requirements of supervision department.

4.6. We will store your user information within the territory of the People's Republic of China. If your personal information is required to be transmitted overseas due to business needs in accordance with applicable laws and regulations, we will obtain your prior consent and inform you of the purpose, recipient, security measure, security risk, etc.

4.7. In the event that our website stops operation, we will take reasonable measures to protect the security of your user information. For example, we will timely stop collecting user information, inform users of such stop one by one or in announcement, and we will delete or anonymize the personal information we hold.

4.8. Before we use user information beyond the purpose stated when collecting user information or outside the directly or reasonably relevant range, we will inform you again and obtain your express consent.

V. Management of user information

5.1 Search, correct and supplement your information

You have the right to search, correct or supplement your information. For this purpose, you can send us a written request to search, correct or supplement your information in the manner described in the paragraph [8.6]. We will immediately process the request upon receipt of your written notice, and assist you in searching, correcting or supplementing such information.

5.2 Delete your information

In the following situations, you can send us a written request to delete some of your information in a manner described in the paragraph [8.6]:

1. If our handling of personal information violates laws and regulations;

2. If we collect and use your personal information without obtaining your express consent;

3. If our handling of personal information seriously violates our agreement with you;

4. If you will not use our products or services, or you have logged out your right to log in the website;

5. If we permanently will not provide you with products or services.

If we decide to respond to your deletion request, we will also inform the subjects who obtain your personal information from us as possible and require them to delete the information in a timely manner (unless otherwise specified by laws and regulations, or these subjects have independently obtained your authorization) .

After we assist you in deleting relevant information, we may not be able to delete the corresponding information from the backup system immediately due to applicable laws and security technologies. We will safely store your personal information and isolate it from any further processing till that it is cleared or anonymized in the backup.

5.3 Change the scope of your authorization

You can send us a written request to change or withdraw your authorization in a manner described in the paragraph [8.6]. We will immediately process the request upon receipt of your written notice, and assist you in changing or withdrawing the authorization.

After you withdraw your authorization, we will no longer process the corresponding personal information. However, your decision to withdraw your authorization will not affect the previous handling of the personal information based on your authorization.

5.4 Log out your login authority

You can send us a written request to log out your right to log in the website in a manner described in the paragraph [8.6]. After you actively log out, you will no longer be able to download the corresponding technical data from the website, and we will delete or anonymize your personal information in accordance with the requirements of applicable laws.

5.5 Respond to your above requests

For the sake of safety, you may need to provide a written request or prove your identity in other ways. We may ask you to verify your identity before processing your request. We will reply within 15 days. We will refuse your request if the information is not directly related to your identity or repeated without cause, or the request needs excessive technical means (such as development of new system or fundamental change of current practice), or the request brings risks to others’ legitimate rights and interests, or it is impractical.

In the following situations, we will not be able to respond to your request in accordance with the requirements of laws and regulations:

1. When it is related to national security and national defense security;

2. When it is related to public safety, public health, and major public interest;

3. When it is related to criminal investigation, prosecution, judgment, and execution of judgment;

4. When there is sufficient evidence to show that the subject of personal information has subjective malice or abuse of rights;

5. When the response to your request will cause serious damage to the legitimate rights and interests of you or other individuals or organizations;

6. When it is involved with trade secrets.

VI. Update of this Agreement

6.1. You agree that we have the right to update this Agreement from time to time.

6.2. Without your express consent, we will not restrict your rights entitled under this Agreement. We will publish any amendments to this Agreement on a dedicated page.

6.3. For major changes, we will also provide more marked notice (for example, we will explain the specific changes to this Agreement through website announcement for certain services).

6.4. The major changes referred to in this Agreement include but are not limited to:

6.4.1. Major change in our service mode, such as user information processing purpose, user information processing type, user information use mode, etc.

6.4.2. Major change in our control right or organization, such as change in owners due to business adjustment, bankruptcy, acquisition, etc.

6.4.3. Major change in the main object to which the user information is shared, transferred or disclosed;

6.4.4. Major change in your right to participate in user information processing and its way of exercise;

6.4.5. Change in our department responsible for user information security, contact method and complaint channel;

6.4.6. When the user information security impact assessment report indicates the existence of high risk.

VII. Applicable laws and dispute resolution

7.1 The validity, interpretation, performance and dispute resolution of this Agreement shall be governed by the Chinese laws.

7.2 Any dispute arising from the performance of or related to this Agreement shall be settled through friendly negotiation by and between the two parties. If the negotiation fails, either party shall have the right to submit the dispute to the people's court with jurisdiction in the place where T-head is located for resolution.

VIII. Others

8.1 For the purpose of this Agreement, “affiliates” mean any person, company, enterprise (including a holding company established by either party), partner, trust company or other entity controlling either party to the agreement or controlled by either party to the agreement or jointly controlled by other party with either party to the agreement, directly or directly, by the shares with voting right or in any other form. The term “control” means the operation and management to control or affect one company or entity by directly or indirectly possessing more than 50% of voting right of the entity, or directly or indirectly possessing rights (ownership, stock right or voting right) by agreement or other means.

8.2 You and your affiliates agree that you and your affiliates will not refer to us or our affiliates in any publicity, promotion, news release, website, announcement, customer list, marketing/promotional materials, case analysis, advertisement or other disclosure or in any form, or publicly use the name, trademark or logo of us (or our affiliates), unless the our prior written consent is obtained.

8.3 If either party fails or delays to exercise a right under this Agreement, this will not constitute a waiver of that right by the party; if either party has exercised a right in whole or in part, this will not prevent the party from exercising the right again in future. Any right partially exercised shall not exclude the exercising of any other right.

8.4 The invalidity or non-enforceability of a clause of this Agreement shall not affect the validity and enforceability of other clauses of this Agreement, and both parties shall use their reasonable efforts to reach an effective and enforceable clause through friendly negotiation. The effective and enforceable clause shall reflect the legal and economic substance of the invalid or unenforceable clause.

8.5 Without prior written consent of the other party, either party cannot partially or fully transfer any right and obligation under this Agreement. However, we shall transfer all our rights and obligations under this Agreement to our affiliates by sending you a notice.

8.6 If you have any question, opinion, suggestion, appeal or complaint, you can contact us by the following manner and we will reply within fifteen (15) days:

T-Head_Communications@service.alibaba.com

Technology License Agreement

（May [ 31 ], 2021）

This technology license agreement (hereinafter referred to as this “Agreement”) constitutes a legal agreement binding upon and between you and T-head Semiconductor Co., Ltd (hereinafter referred to as “T-head”), which is applicable to your access to this website and your download, installation or use of relevant Software or Technical Materials of this website.

You may download or use any form of Software or Technical Materials only after carefully reading and agreed to the terms and conditions of this Agreement. Your download or use of the Software or Technical Materials shall be deemed that you have agreed to all terms and conditions of this Agreement. You may not download, install or use any Technical Materials or Software if you don't agree on any term or condition of this Agreement.

If you sign this Agreement on behalf of a company or other legal entity, this indicates that you have been authorized to accept and completely perform this Agreement on behalf of the entity (in this case, “you” refer to the legal entity that you represent). You may not download, install or use any Software or Technical Materials if you have no corresponding legal authorization.

1. Authorization and permit

1.1 Authorization. Subject to the terms and conditions under this Agreement, T-head grants you a non-exclusive, non-transferable, non-sublicensable and recoverable right to download, install and use the Software or Technical Materials to evaluate the possibility of using T-head's products and technologies in your products and technologies (hereinafter referred to as “Use Purpose”). If you have decided to use T-head's products and technologies in your products and technologies, please contact T-head and obtain formal product and technology authorization.

1.2 Update. T-head has the right but no obligation to update the Software or Technical Materials to delete, modify and add new feature, content and function.

1.3 Reservation of rights. The rights entitled to you when you use the Software or Technical Materials are limited to those granted under this Agreement. In addition, T-head doesn't grant you any other license implicitly or in another form. T-head reserves all rights, ownership and interests that are in connection with the Software or Technical Materials downloaded which not granted under this Agreement.

2. Service restrictions

The following restrictions are applicable to your use of the Software or Technical Materials:

2.1 You may not use the Software or Technical Materials or any part thereof for unauthorized purposes. For example, conduct reverse engineering, decompiling or disassembling, or delete any hint or mark or other proprietary statements about copyright, trademark or patent.

2.2 You cannot resell, lease, sub-license, transfer, distribute, modify or create the derived works or derived technologies of the Software or Technical Materials or any part hereof.

2.3 You can neither use the Software or Technical Materials to develop the competitive products or technologies of the Software or Technical Materials nor assist a third party to develop such activity.

2.4 You cannot bypass, disable or circumvent any encryption, security, digital rights management or authentication mechanism in this Software or Technical Materials.

2.5 You cannot disclose or distribute the Software in the form of source code, or allow the use of the Software to produce derived works, or redistribute the Software for free.

2.6 You agree not to use the Software or Technical Materials for any system or application that may cause personal injury and property loss. T-head shall not assume any responsibility for any claim or damage incurred on you or any third party due to such use.

2.7 This Software or Technical Materials may include third-party Software or Technical Materials or open-source Software provided under an open-source license. The use of third-party Software or Technical Materials or open-source Software shall be governed by the terms of third-party or open source license terms, and the intellectual property of the third-party Software or Technical Materials or open-source Software shall be held by the intellectual property owner specified in the terms of the third-party or open source license terms. You acknowledge and agree that you are responsible for obtaining the right to use such third-party Software or Technical Materials or open-source Software by yourself, and T-head will not assume any responsibility for your use of any third-party Software or Technical Materials or open-source Software.

3. Ownership

The Software or Technical Materials, including all intellectual property rights contained, shall be the exclusive property of T-head or its licensor, and you shall have no right, ownership or interest hereof. You agree to prevent any unauthorized duplication or use of the Software or Technical Materials. The ownership, rights and intellectual property rights of the Software or Technical Materials and its duplicates in any form shall belong to T-head. Except for the rights expressly granted in this Agreement, T-head will not grant you any authorization in any form for its patents, copyrights, trademarks, trade secrets and other intellectual property.

4. No warranty statement

The Software or Technical Materials is provided by T-head on an "as is" and "with all faults” basis, and T-head and its affiliates expressly deny any express, implied or statutory guarantee, including but not limited to any marketability guarantee, level of compliance with specific purpose, ownership guarantee, non-infringement guarantee or guarantee on non-existence of any potential or obvious defect. T-head cannot guarantee that the Software or Technical Materials will continuously work without interruption or error during use or according to business practice. You shall bear all risks associated with the use of the Software or Technical Materials.

5. Limitation of liability and compensation

5.1 T-head shall not assume any liability for any special, incidental, punitive or indirect damages arising from or related to the use or performance of this Agreement or the website or Software or Technical Materials, or any loss of profit, use, data, business opportunity or goodwill, or the purchase expense of alternative products, regardless of whether such liability is caused by breach of contract, breach of warranty, infringement, product liability or any claim due to any other legal basis, even if you have been notified in advance of the possibility of such damage. In any case, the liability coverage T-head and its affiliates can bear under or due to this Agreement shall not exceed [RMB 1000 Yuan].

5.2 You agree to indemnify T-head and its affiliates and their respective employees, contractors, agents, managers and directors, and hold them harmless from any claim, damage, obligation, loss, liability, cost or debt, fine, interest penalty, refund and expense (including but not limited to attorney fee) arising from or related to your use of the Software or Technical Materials beyond the extent of this Agreement or violating the terms and conditions of this Agreement.

6. Export control and sanction

6.1 You promise to obey the export control laws and regulations of China, USA and any other country. You will (a) strictly comply with the legal requirements under the control; (b) fully cooperate with T-head in any official or unofficial audit or inspection related to the control; and (c) not export, re-export, transfer, assign or disclose any Software or Technical Materials directly or indirectly to any country that is subject to export restriction or its any citizen and entity.

6.2 You or any of your branches, directors or senior management shall not be (i) the objects of any sanction imposed by the Office of Foreign Assets Control of the US Department of Treasury, the US Department of State, the UN Security Council, the European Union or any other relevant sanction authorities (collectively referred to as "sanctions"); (ii) 50% or more directly or indirectly owned or controlled by one or more persons who is/are subject to sanctions; (iii) the government agencies or branches of the countries that are subject to sanctions on territory (currently including Crimea, Cuba, Iran, North Korea, Sudan and Syria, the list may be changed) or the entities owned or controlled by them; (iv) located, formed, or registered in the countries that are subject to the sanctions on territory; or (v) to the best of your knowledge, any entity owned or controlled 50% or more by your one or more direct or indirect holding parent companies is not the object of sanctions.

7. Termination of license

7.1 If you want to terminate this Agreement, you can give a written notice to T-head and stop the use of the Software or Technical Materials.

7.2 In any of the following circumstances, T-head can immediately terminate this Agreement: (i) when you fail to comply with any term or condition of this Agreement, and fail to correct the breach within thirty (30) days upon receipt of the notice of T-head (or if you infringe the intellectual property rights of T-head, this Agreement will be terminate immediately); (ii) when you start or participate in any legal proceedings against T-head or the Software or Technical Materials.

7.3 You agree that after the termination of this Agreement, you will immediately stop the use of the Software or Technical Materials and destroy all copies and parts of the Software or Technical Materials that you own or control. You will prove in writing your compliance with the promise under this clause when T-head so requires in writing. After the termination of this Agreement, all other terms shall be still valid except for the license terms.

8. Applicable laws and dispute resolution

8.1 The validity, interpretation, performance and dispute resolution of this Agreement shall be governed by the Chinese laws.

8.2 Any dispute arising from the performance of or related to this Agreement shall be settled through friendly negotiation between the two parties. If the negotiation fails, either party shall have the right to submit the dispute to the people's court with jurisdiction in the place where T-head is located for resolution.

9. Others

9.1 For the purpose of this Agreement, “Affiliates” mean any person, company, enterprise (including a holding company established by either party), partner, trust company or other entity controlling either party to the Agreement or controlled by either party to the Agreement or jointly controlled by other party with either party to the Agreement, directly or directly, by the shares with voting right or in any other form. The term “control” means the operation and management to control or affect one company or entity by directly or indirectly possessing more than 50% of voting right of the entity, or directly or indirectly possessing rights (ownership, stock right or voting right) by agreement or other means.

9.2 You and your affiliates agree that you and your affiliates will not refer to T-head or its affiliates in any publicity, promotion, news release, website, announcement, customer list, marketing/promotional materials, case analysis, advertisement or other disclosure or in any form, or publicly use the name, trademark or logo of T-head (or its affiliates), unless the T-head's prior written consent is obtained.

9.3 If either party fails or delays to exercise a right under this Agreement, this will not constitute a waiver of that right by the party; should either party has exercised a right in whole or in part, this will not prevent the party from exercising the right again in future. Any right partially exercised shall not exclude the exercising of any other right.

9.4 The invalidity or non-enforceability of a clause of this Agreement shall not affect the validity and enforceability of other clauses of this Agreement, and both parties shall use their reasonable efforts to reach an effective and enforceable clause through friendly negotiation. The effective and enforceable clause shall reflect the legal and economic substance of the invalid or unenforceable clause.

9.5 Without prior written consent of the other party, either party cannot partially or fully transfer any right and obligation under this Agreement. However, T-head shall transfer all its rights and obligations under this Agreement to its affiliates by sending you a notice.

9.6 For any notice sent by you under this Agreement or if you want to contact T-head for any other reason, please mail to T-Head_Communications@service.alibaba.com.

If you agree to abide by the terms and conditions of this Agreement, please press "Accept". If you do not agree to abide by the terms and conditions of this Agreement, please press "Refuse", and you will not be allowed to use the Software or Technical Materials downloaded.

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