Tencent Cloud Marketplace User Agreement
最后更新时间：2025-12-03 14:20:08
This Agreement is entered into by and between you (the “User”, “you” or “your”) and the Tencent Cloud Processing Party (as defined below and referred to as “Tencent Cloud”, “Tencent”, “we”, “our” or “us”) regarding your use of the services of the Tencent Cloud International Marketplace service platform (“Tencent Cloud Marketplace”).
You agree that you have read and understood, and as a condition to your use of the Tencent Cloud Marketplace, you agree to be bound by, the Tencent Cloud Terms of Service and this Tencent Cloud Marketplace User Agreement (“Agreement”), and you agree to be bound by these terms. Please note that either the Tencent Cloud Marketplace End User License Agreement or a separate end user license agreement (as applicable) (each referred to as “EULA”) between you and the Product Partner governs matters related to Offering(s) that you purchase through Tencent Cloud Marketplace. You must also separately agree to the relevant EULA when purchasing or obtaining access to each Offering(s).
If you do not meet the eligibility requirements specified by Tencent and/or Product Partners, or you do not agree to this Agreement, you are not authorized to use the Tencent Cloud Marketplace provided by Tencent.
1. Definitions
Unless otherwise specified, the following terms used in this Agreement shall have the following meanings:
1.1 “Account(s)” means the Tencent Cloud Account authorized for you to access or purchase Offerings;
1.2 “Additional Terms” means the additional terms applicable to the services that are published online on the Tencent Cloud International portal and in effect at the relevant time, including without limitation, the Data Processing and Security Agreement, Acceptable Use Policy, AI Service Terms, Copyright Policy, Service Level Agreements, any terms applicable to specific services, and any terms applicable to specific regions (as they may be updated from time to time). For the avoidance of doubt, Additional Terms exclude the Tencent Cloud Terms of Service, Privacy Policy, Cookies Policy, and this Agreement;
1.3 “Associated Service” has the meaning given in section 2.1.3;
1.4 “BYOL (or Bring Your Own License)” means a software licensing model allowing a User to migrate an existing, valid software license for use in a cloud service or other hosted environment (in this Agreement, the Tencent Cloud environment) without needing to repurchase a similar software license offered by the cloud service provider. The essence of BYOL is the separation of infrastructure resources and software license management—the cloud service provider (i.e., Tencent Cloud) only provides the underlying resources such as computing and storage, while the User independently assumes the responsibility for the compliance verification and ongoing oversight of the software license;
1.5 “Documentation” means the documents that may be updated from time to time on Tencent Cloud International portal, used for the Tencent Cloud Marketplace, and conforming to the format that Tencent usually provides to its Users;
1.6 “End User(s)” means any individual or entity that, directly or indirectly through another account, (a) accesses or uses Offerings and Tencent Cloud Marketplace, or (b) otherwise accesses or uses Offerings and Tencent Cloud Marketplace within your Account;
1.7 “Fees” means the applicable fees for each Offering and any applicable Taxes and Duties. The fees for each Offering are set forth in the applicable Order;
1.8 “Intellectual Property” means all current and future, registered and unregistered rights worldwide under patent law, copyright law, trade secret law, trademark law, or moral rights law, as well as other similar rights.
1.9 “Offering(s)” means any digital content, software, data, or service that is independently developed by a Product Partner and, pursuant to the terms of the Tencent Cloud Marketplace Product Cooperation Agreement, is provided through Tencent Cloud Marketplace and deployed, delivered, and managed by Tencent Cloud;
1.10 “Order” has the meaning given in section 2.2;
1.11 “Personal Data”: has the meaning given to such term in the Tencent Cloud Data Processing and Security Agreement (located at https://www.tencentcloud.com/document/product/301/17347);
1.12 “Product Partner(s)” means any legal person or other organization that is authorized to provide and sell Offerings through Tencent Cloud Marketplace;
1.13 “Taxes and Duties” means any customs duties, customs fees, or taxes (excluding Tencent Cloud's income tax) related to the purchase of Offerings, including any relevant fines, interest, or other additional charges;
1.14 “Tencent Cloud Processing Party” means the Tencent Cloud Contracting Party identified in the table in Section 3 of the Tencent Cloud Terms of Service;
1.15 “Update” means the periodic updates to the Tencent Cloud Marketplace Service that Tencent may provide from time to time;
1.16 “User(s)” means any natural person, legal entity, or other organization that purchases or obtains access to Offerings through the Tencent Cloud Marketplace, hereinafter referred to as “You”; and
1.17 “User Data” means any data, information, media, or other content submitted to Tencent Cloud Marketplace or Offering by the User, on behalf of the User, or on behalf of the End Users, including but not limited to any Personal Data. It does not include any data provided to Tencent or its Affiliates as part of the Account.
2. Use of Tencent Cloud Marketplace
2.1. Tencent Cloud Marketplace Service Content
2.1.1 You may purchase or obtain access to Offerings through Tencent Cloud Marketplace. All Offerings made available on Tencent Cloud Marketplace are independently developed or legally licensed by Product Partners. Product Partners bear full responsibility for the development, delivery, operation, and maintenance of these Offerings. We do not participate in the development of any Offering, nor do we modify, edit, or organize any code, data, or other content included in the Offerings. We review Offerings against our Tencent Cloud established rules and technical standards so that they can be installed and used in our Tencent Cloud environment and to ensure they comply with our requirements. Approved Offerings receive corresponding labels to indicate they are ready for installation and use in our Tencent Cloud environment.
2.1.2 Product Partner is solely responsible for all operation and maintenance services related to its Offerings, including but not limited to the quantity, quality, delivery, maintenance, after-sales service, complaints, and technical support for the Offerings, and shall bear any disputes, liabilities, or compensation arising between you and Product Partner in connection with any Offering-related issues (“Offerings Support”). If you have any questions regarding your Offering(s), Product Partner is solely responsible for providing Offerings Support, and handling your inquiries or complaints relating to the Offering(s), in accordance with the relevant EULA that you entered into with the Product Partner when you purchased or obtained the Offering(s).
2.1.3 When you purchase an Offering on Tencent Cloud Marketplace, you may be able to, or be required to, simultaneously use one or more other Tencent Cloud services in order to install and use the Offering (each, an “Associated Service”). When you use matching Tencent Cloud services or Associated Services, you are bound by the relevant terms and conditions and you will also be required to pay service fees (if applicable) in accordance with the invoices we issue with respect to the Associated Service. Associated Services are billed separately from the Offerings.
2.1.4 When you purchase or obtain access to an Offering through Tencent Cloud Marketplace, we provide you with operational services such as unified account identity and payment, pre-sales consultation, sales support, a User service hotline, and order processing. We also provide the Associated Service required for Offering deployment. To better improve your user experience, we will share inquiries and complaints you raise (including but not limited to those related to the Offering itself) to the Product Partner, who will be responsible for providing you with corresponding answers or solutions after receiving the forwarded information.
2.2. Orders
You may purchase or obtain access to Offering(s) or Associated Services by executing one or more order forms that expressly reference this Agreement (each, an “Order”).
2.3. Account
You shall ensure that you, and your End Users access and use the Offerings through your Account only. You may not permit or license any other third party to use the Offerings through your Account. If you become aware of any unauthorized use of your Account, you shall notify us immediately.
2.4. Offering Suspension
If you discover or have reasonable suspicion that any Offering (including its use by an End User) ,BYOL or any User Data violates this Agreement, you shall take appropriate actions including but not limited to immediately stopping use of such Offering, stopping use of BYOL, deleting the relevant User Data, terminating the End User's access, and taking any other necessary actions to remedy the situation. If you fail to take appropriate actions, Tencent Cloud or the Product Partner has the right to suspend or disable that Offering and/or your Account until the violation is remedied to the satisfaction of Tencent and Product Partner via written confirmation.
2.5. Security Threats
If we determine in our sole discretion that your or your End Users' use of the Tencent Cloud Marketplace may: (a) interfere with, disrupt or otherwise adversely impact the Tencent Cloud Marketplace; (b) disrupt the use of the Tencent Cloud Marketplace by a third party; (c) disrupt Tencent's network or servers used to provide the Tencent Cloud Marketplace; (d) allow unauthorized third parties to use Tencent Cloud Marketplace; or (e) pose reputational or security risks or threats to Tencent, or would subject Tencent to any legal or regulatory liability, then Tencent or its Affiliate may, without prior notice to you, immediately restrict or suspend your Account, the offending application, and/or service, to the extent necessary to resolve the issue.
2.6. Security and Privacy
Tencent's security and privacy policies are set forth in the Additional Terms, Privacy Policy, and Cookies Policy. You are responsible for your and End Users’ proper configuration and use of Tencent Cloud Marketplace in a manner that meets your security requirements.
2.7. Access to User Devices
To provide Tencent Cloud Marketplace and Offerings, we may require access to and use of a device you own or control. For example, we may need to access a device's processor and memory to complete Offering installation. Tencent Cloud may provide more information within the Tencent Cloud Marketplace about how it accesses devices. You agree to provide us with access to your devices or facilitate such access for the aforementioned purposes as necessary, and you acknowledge that if you do not provide such access, we may be unable to provide the Tencent Cloud Marketplace and Offerings (or certain features thereof). You acknowledge that in providing Tencent Cloud Marketplace, we may use or access Personal Data on the devices (as specified in the Privacy Policy). Where the Data Processing and Security Agreement applies to the use or access of Personal Data, you agree that we may use or access Personal Data in accordance with the Data Processing and Security Agreement.
3. Your Rights and Obligations
3.1. Your Purchases
3.1.1. Before purchasing or accessing any Offering, you are responsible for reviewing and evaluating the Offering, including the functionality, requirements, fees, and cancellation rules, among other details provided by the Product Partners, to ensure that the Offering meets your specific requirements. By purchasing or accessing the Offering, you agree to the relevant terms relating to the Offering. If you have any objections in relation to the details of specific Offering or if the Offering does not meet all of your specific requirements, you should not purchase or obtain access to such Offering in any manner.
3.1.2. The Offering you purchase or obtain access to may only be used with the Account you selected at the time of successful payment or written confirmation by us or Product Partner. If you need to use the Offering with a different Account, you shall purchase or obtain access to the Offering separately and pay any corresponding Fees, if any. Unless expressly stated otherwise, vouchers or other promotional offers issued by us cannot be used to purchase Offerings on Tencent Cloud Marketplace. Subject to the Product Partner’s consent, you may use Tencent Cloud credits to pay for the corresponding Offering. If you elect to pay Fees using available funds in your Tencent Cloud Account, you shall comply with Tencent Cloud's relevant terms and conditions governing the use of such funds. If you breach such terms and conditions, we may take appropriate measures with respect to your Account balance.
3.1.3. If you require customizations to the standard version of the Offering available on Tencent Cloud Marketplace (including but not limited to functionality, performance, technical parameters, etc.), you must separately agree with the Product Partner on the customization scope, delivery and acceptance requirements, applicable standards, and any responsibilities or liabilities between the parties. You and the Product Partner shall each provide accurate, complete and timely information relevant to the customization, and shall mutually agree on the relevant criteria. Tencent Cloud is in no way responsible or liable for any issues arising from any customizations of the Offerings, including to any customization agreement, information provided between the parties related to the customization, or failure to meet customization requirements.
3.1.4. After you download, install, or use the Offering, you shall confirm acceptance in accordance with the instructions for the Offering agreed upon on Tencent Cloud Marketplace. Your acceptance confirmation indicates that you agree that the Offering has been successfully delivered, and after your acceptance confirmation, you may not request refund for the delivered Offering. If you decide not to accept the Offering, you may initiate a refund request with us.
3.1.5. If you need support or have questions regarding your use of Tencent Cloud Marketplace, you are welcome to contact us. Based on the type of issue you encounter, we may share your inquiries or complaints related to the Offering (including but not limited to those about the Offering itself) to Product Partner. Product Partner shall, upon receiving such inquiries or complaints, be responsible for providing you with the Offerings Support.
3.1.6. After purchasing or obtaining access to an Offering through Tencent Cloud Marketplace, if you need Documentation (such as invoices or service documents), you may submit an application through your Account, and we will provide you with the requested information.
3.2. Your Use
3.2.1. You acknowledge that Product Partners may modify, suspend, delist or discontinue all or part of their Offerings, for various reasons (for example, due to changes in the Product Partner's operational plans, Product Partner’s violations of applicable policies or rules, or the Offering infringing a third party's intellectual property rights), which may impact your access to or use of the affected Offerings. You acknowledge and agree that Tencent Cloud is not responsible or liable for any unavailability, discontinuation, modification or removal of a Product Partner’s Offering. We encourage you to contact Product Partner directly where your access or use of the Offerings is impacted.
3.2.2. To protect your legal rights and interests, you shall complete the acceptance of Offerings with the Product Partner through the Tencent Cloud Marketplace. Any transactions between you and Product Partner outside the Tencent Cloud Marketplace, along with any resulting rights infringement or other issues, are the sole responsibility of the involved parties and are unrelated to Tencent Cloud and we accept not responsibility or liability for such transactions.
3.3. Compliance Responsibility
3.3.1. You represent, warrant and undertake that your use of Offerings complies with all applicable laws and regulations and does not infringe upon any rights (including intellectual property rights) and interests of any third party.
3.3.2. You shall comply with the terms of this Agreement and the applicable EULA, including but not limited to paying the Fees for the Offerings (if any) in full and on time. Otherwise, we or Product Partner reserve the right to suspend or terminate your use of the Offerings at any time, and you shall bear all responsibility for any damages that may result from such suspension or termination of use.
3.3.3. Unless specifically authorized, you shall not transfer Offerings you obtained from Product Partner to an environment outside the Tencent Cloud Marketplace without our prior written approval which shall be assessed on a case-by-case basis.
3.4. Cryptocurrency
3.4.1. You may not use, and will not facilitate or allow End Users to use, Tencent Cloud Marketplace and Offerings to mine cryptocurrency or any other digital assets in a similar nature.
4. Our Rights and Obligations
4.1. Tencent Cloud Marketplace Security
4.4.1. We will implement reasonable technical measures to ensure the secure and stable operation of Tencent Cloud Marketplace. Product Partners are solely responsible for the security of their Offerings.
4.2. Service Modification, Adjustment, and Notification
4.2.1. To improve Tencent Cloud Marketplace from time to time, we reserve the right to, at any time, (i) optimize and modify the Tencent Cloud Marketplace, such as its interface, features and usage rules, and (ii) modify and adjust the specific types and scope of Offerings, in each case without incurring any liability to you.
4.2.2. We may modify or discontinue Tencent Cloud Marketplace at our sole discretion. We will provide you with at least 30 calendar days' advance notice before we discontinue any material functionality of Tencent Cloud Marketplace. NOTWITHSTANDING THE FOREGOING, WE HAVE NO OBLIGATION TO PROVIDE SUCH NOTICE IF THE DISCONTINUATION IS NECESSARY IN ORDER TO: (A) ADDRESS AN EMERGENCY OR RISK OF HARM TO THE TENCENT CLOUD MARKETPLACE OR TENCENT CLOUD; (B) ADDRESS CLAIMS, LITIGATION, OR LOSS OF LICENSE RIGHTS RELATED TO THIRD-PARTY INTELLECTUAL PROPERTY; OR (C) COMPLY WITH APPLICABLE LAW.
4.2.3. We have the right, in our sole discretion, to modify the terms of this Agreement when appropriate, by posting updated versions to the Tencent Cloud International portal. The modified agreement, once published on the webpage, will take immediate effect. You may review the latest version this Agreement on the Tencent Cloud International portal. YOUR CONTINUED USE OF THE RELEVANT OFFERINGS AND YOUR ACCOUNT, INCLUDING LOGGING IN, VIEWING, OR ANY OTHER USE, CONSTITUTES YOUR ACCEPTANCE OF ANY AMENDED TERMS.
4.3. Tencent Cloud Responsibility
WE ARE ONLY RESPONSIBLE FOR THE OPERATION AND MAINTENANCE RELATED TO TENCENT CLOUD MARKETPLACE ITSELF AND WE WILL HANDLE USER INQUIRIES AND DISPUTES RELATING TO TENCENT CLOUD MARKETPLACE ITSELF. WE ARE NOT A PARTY TO YOUR AGREEMENTS WITH THE PRODUCT PARTNERS (INCLUDING THE EULA), AND WE DO NOT CONTROL, NOR ARE WE RESPONSIBLE FOR, ANY OFFERINGS. IF COMMUNICATION ISSUES ARISE BETWEEN YOU AND A PRODUCT PARTNER, WE MAY ASSIST IN COORDINATING COMMUNICATIONS; HOWEVER, ALL MATTERS RELATED TO THE OFFERING ITSELF SHALL BE RESOLVED BETWEEN YOU AND THE PRODUCT PARTNER, AS FURTHER DESCRIBED IN SECTION 3.2.1. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES OR ISSUES ARISING FROM OR RELATING TO THE OFFERING ITSELF.
5. Fees and Payment
5.1. Service Fees
You must use a payment method we support to pay all Fees in relation to the Offerings on Tencent Cloud Marketplace. All amounts due under this Agreement are payable without offset or counterclaim, and without any deduction or withholding. To the maximum extent permitted by applicable laws, we may revise the Fees for any existing Offerings on the Tencent Cloud Marketplace at any time with 30 days prior notice to you. Any new or modified charges will apply to the Offerings as of the date specified in the relevant notice or, if no date is specified, will be effective immediately.
When you create an Account or otherwise register for the Offerings, you may be required to provide credit card information and may subsequently link other payment methods to your Account (each, a "Payment Method"). You agree (to the maximum extent permitted by applicable laws and regulations) that: (i) you authorize us to: (1) save the information for the Payment Method you select (such as credit card information) on our systems or those of our payment processor(s); and (2) charge your selected Payment Method for the services consumed on a recurring basis, according to the alternative payment structure agreed with us; (ii) if any payment via your selected Payment Method is declined, charged back, not received by us, or returned unpaid for any reason: (1) WE MAY RESTRICT, SUSPEND, OR TERMINATE YOUR OR YOUR END USERS' ACCESS TO TENCENT CLOUD MARKETPLACE (IN WHOLE OR IN PART) UNTIL YOUR PAYMENT IS PROPERLY PROCESSED; (2) FEES WILL CONTINUE TO ACCRUE AND YOU ARE RESPONSIBLE FOR PAYING ANY FEES, COSTS, EXPENSES, OR OTHER AMOUNTS INCURRED AS A RESULT OF SUCH DECLINE, CHARGEBACK, OR RETURN (WE MAY CHARGE YOU FOR SUCH AMOUNTS); (3) WE MAY CHARGE A LATE PAYMENT FEE AT THE MAXIMUM RATE PERMITTED BY LAW.
Your card issuer may charge you online service or processing fees for your payments. We are not responsible for any such fees.
If you and Tencent agree in writing (including email) to other payment terms or methods, such alternative terms will prevail in the event of a conflict with this Section.
WE MAY CHOOSE TO CHARGE YOU INTEREST ON ALL OVERDUE PAYMENTS AT A RATE OF 1.5% PER MONTH OR THE HIGHEST RATE PERMITTED BY LAW, WHICHEVER IS LOWER. INTEREST WILL ACCRUE FROM THE DATE THE AMOUNT WAS FIRST DUE UNTIL THE DATE IT IS PAID IN FULL. YOU WILL REIMBURSE TENCENT FOR ITS REASONABLE COSTS (INCLUDING LEGAL FEES) INCURRED IN COLLECTING OVERDUE AMOUNTS, UNLESS THE OVERDUE AMOUNT IS DUE TO OUR ERRONEOUS BILLING. IF WE SUSPEND YOUR ACCOUNT OR TERMINATE YOUR USE OF TENCENT CLOUD MARKETPLACE PURSUANT TO SECTION 7.2 OR 7.3, WE MAY CHOOSE NOT TO CHARGE YOU FEES AFTER YOUR ACCOUNT IS SUSPENDED, UNLESS YOUR ACCOUNT IS REINSTATED.
Our measurement of your service usage is final and determinative for the purpose of calculating your fees and issuing your invoice. Certain Associated Services will continue to incur fees unless properly terminated by you in accordance with the applicable terms and agreements governing such Associated Services. The fees you are obligated to pay will be listed in the applicable Order.
5.2. Taxes
Unless otherwise agreed, any amounts stated in an Order or invoice are exclusive of Taxes and Duties. You are responsible for paying all applicable Taxes and Duties. If we have an obligation to collect or pay Taxes and Duties in connection with the services under this Agreement, we will invoice you for such Taxes and Duties. If you are required by law to withhold any Taxes and Duties from payments you make to us, you will gross up the amount payable to us so that we receive the full invoiced amount .
5.3. Payment
Unless otherwise stipulated in the Order, all fees are due and payable by you to Tencent within thirty (30) days after we issue an invoice to you. Invoices will be sent to you via your account portal, email, or by other means you provided in your Account. Your obligation to pay all fees is non-transferable. All payments must be made in the currency specified on the applicable invoice.
6. Intellectual Property and User Data
6.1. Intellectual Property
6.1.1. All Offerings and Associated Services are protected by copyright and other relevant property laws, and the corresponding intellectual property rights are owned by us or the relevant Product Partners. You shall use the Offerings in accordance with this Agreement and the EULA or any other applicable terms and conditions. You shall not (unless with prior written authorization from the relevant Product Partner, as applicable): (a) reverse engineer, disassemble, or decompile the Offerings; (b) remove all trademark, copyright, or other proprietary notices and content from the Offerings and their copies; (c) copy, modify, link, republish, assemble, disseminate, establish mirror sites, unauthorizedly develop derivative works or products related to the Offerings, or engage in similar acts; or (d) otherwise infringe upon the legal rights and interests of the Product Partners. Intellectual property infringement claims arising from your use of the Offerings shall be handled by the relevant Product Partner in accordance with the applicable EULA and any other applicable terms and conditions.
7. Marketplace Service Termination and Suspension
7.1. We reserve the right to terminate the operation of Tencent Cloud Marketplace by providing sixty (60) calendar days' prior notice through any reasonable means, such as an online announcement or in-site message, without incurring any liability.
7.2. To the maximum extent permitted by applicable law, we reserve the right, upon written notice to you, to immediately terminate this Agreement or any Order in whole or in part, or to suspend, modify, restrict, or terminate your access to or use of Tencent Cloud Marketplace and Offerings (or any aspect thereof, in whole or in part), or to suspend, modify, restrict, or terminate access to or use of Tencent Cloud Marketplace or Offerings in a particular service region or geographical area, if any of the following occur: (a) you fail to pay any fees or other amounts due to Tencent within thirty (30) days after the applicable due date; (b) we reasonably believe that you or an End User has violated any applicable laws or engaged in any fraudulent or deceptive activity in connection with the use of Tencent Cloud Marketplace and Offerings; (c) you enter into insolvency, liquidation, receivership, or bankruptcy, or make any voluntary arrangement with your creditors, or become unable to pay your debts as they fall due; (d) we are required to do so under applicable law or pursuant to a court order or direction by a governmental agency or regulatory authority, or we reasonably believe such action is necessary to ensure our compliance with, or mitigate the risk of violating, the foregoing laws, orders, or requirements; or (e) any current or future regulatory or other requirement (i) imposes obligations on us that are not generally applicable to businesses operating in a service region; (ii) would make it unduly burdensome for us to continue providing Tencent Cloud Marketplace, Offerings and their related services; or (iii) we reasonably believe may conflict with this Agreement or the provision of Tencent Cloud Marketplace, Offerings and their related services.
If we discover, through our own review or based on information from relevant authorities or complaints from rights holders, that you have violated applicable laws or any terms of this Agreement, we reserve the right, at our sole discretion and at any time, to unilaterally take one or more of the following measures: (a) directly delete, block relevant content, or disable links; (b) restrict or suspend your access to part or all of Tencent Cloud Marketplace, Offerings and their related services; (c) terminate your use of Tencent Cloud Marketplace, Offerings and their related services, terminate this Agreement, and pursue legal action against you; (d) any other measures we deem appropriate.
7.3. If we discover, through our own review or based on information from relevant authorities or complaints from rights holders, that you have violated applicable laws or any terms of this Agreement, we reserve the right, at our sole discretion and at any time, to unilaterally take one or more of the following measures: (a) directly delete, block relevant content, or disable links; (b) restrict or suspend your access to part or all of Tencent Cloud Marketplace, Offerings and their related services; (c) terminate your use of Tencent Cloud Marketplace, Offerings and their related services, terminate this Agreement, and pursue legal action against you; (d) any other measures we deem appropriate.
7.4. If your access to Tencent Cloud Marketplace is terminated due to your breach of this Agreement, and you subsequently, directly or indirectly, register to use Tencent Cloud Marketplace under your own name or another name, we reserve the right to unilaterally suspend or terminate service provision.
7.5. If your access to an Offering is terminated by Tencent Cloud or a Product Partner due to your breach of this Agreement, neither Tencent Cloud nor Product Partner shall have any obligation to refund any fees paid by you, nor shall either party be liable to you for any losses incurred by you.
7.6. You are solely responsible for any disputes or liabilities arising from your breach of this Agreement. Tencent Cloud shall not be obligated to refund any fees to you. You shall bear all losses incurred as a result (including, but not limited to, communication interruptions, deletion of relevant data, and non-refund of fees already paid). If such breach causes losses to Tencent Cloud or any third party, you shall indemnify them for such losses.
8. WARRANTIES AND DISCLAIMERS
8.1. Special Disclaimer for Bring-Your-Own-License (BYOL) Offerings
WHEN YOU PURCHASE A BYOL (BRING YOUR OWN LICENSE) OFFERING, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSE FOR SUCH OFFERING IS GRANTED BY THE PRODUCT PARTNER, AND TENCENT CLOUD DOES NOT PROVIDE OR MANAGE SUCH LICENSE. TENCENT CLOUD MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE FUNCTIONALITY, PERFORMANCE, SECURITY, OR COMPATIBILITY OF BYOL OFFERINGS. YOU ARE RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE SUITABILITY OF THE OFFERING. LOSSES (SUCH AS SERVICE INTERRUPTION OR COPYRIGHT CLAIMS) ARISING IN RELATION TO BYOL OFFERINGS, INCLUDING BUT NOT LIMITED TO INVALID LICENSES, DEFECTS IN THE OFFERING (INCLUDING BUGS, DATA LOSS), OR LACK OF TECHNICAL SUPPORT, SHALL BE THE RESPONSIBILITY OF THE RELEVANT PRODUCT PARTNER, FOR WHICH TENCENT CLOUD EXPLICITLY DISCLAIMS ALL LIABILITY. ANY DISPUTES ARISING FROM BYOL OFFERINGS SHALL BE RESOLVED BETWEEN YOU AND THE PRODUCT PARTNER. TENCENT CLOUD MAY, IN ITS DISCRETION, PROVIDE ASSISTANCE BUT HAS NO OBLIGATION TO PROCESS OR RESOLVE SUCH DISPUTES.
8.2. Limitation of Liability for Open Source Management
WHEN AN OFFERING YOU PURCHASE OR SUBSCRIBE TO INCLUDES OPEN SOURCE SOFTWARE OR IS A DERIVATIVE WORK OF OPEN SOURCE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT: THE PRODUCT PARTNER BEARS THE OBLIGATIONS RELATED TO THE RELEVANT OPEN SOURCE LICENSES. TENCENT CLOUD ASSUMES NO OBLIGATION TO CONDUCT OPEN SOURCE COMPLIANCE REVIEWS OF THE OFFERING. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR OWN COMPLIANCE WITH ANY OPEN SOURCE LICENSE TERMS THAT APPLY TO YOUR USE OF THE OFFERINGS. IF A THIRD PARTY BRINGS A CLAIM AGAINST TENCENT CLOUD ARISING FROM YOUR ACTIONS OR BREACH OF APPLICABLE OPEN-SOURCE TERMS IN CONNECTION WITH YOUR USE OF THE OFFERINGS, YOU SHALL INDEMNIFY TENCENT CLOUD FOR ALL LOSSES INCURRED (INCLUDING BUT NOT LIMITED TO LEGAL FEES, SETTLEMENT COSTS).
8.3. Tencent Cloud Marketplace Disclaimer
AS PROVIDER OF TENCENT CLOUD MARKETPLACE, TENCENT CLOUD MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING THE FUNCTIONALITY, SECURITY, OR COMPLIANCE OF THE PRODUCT PARTNERS' OFFERINGS. YOU UNDERSTAND AND AGREE THAT FOR ANY USER LOSSES, DATA BREACHES, OR THIRD-PARTY CLAIMS ARISING FROM THE OFFERINGS, PRODUCT PARTNER FOR THE RELEVANT OFFERINGS SHALL BEAR FULL AND INDEPENDENT RESPONSIBILITY TOWARDS YOU.
8.4. Other Disclaimers
YOU UNDERSTAND AND AGREE THAT DURING YOUR USE OF TENCENT CLOUD MARKETPLACE, YOU MAY ENCOUNTER CERTAIN RISKS THAT MAY RESULT IN SERVICE INTERRUPTION. IN THE EVENT OF ANY OF THE FOLLOWING CIRCUMSTANCES, WE ENDEAVOR TO WORK WITH THE RELEVANT PARTIES TO MITIGATE THE IMPACT OF THESE RISKS. HOWEVER, WE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR LOSSES INCURRED BY YOU AS A RESULT OF:
(A) ANY FORCE MAJEURE EVENTS, INCLUDING BUT NOT LIMITED TO NATURAL DISASTERS, GOVERNMENT ACTIONS, CHANGE OF POLICIES, CHANGE OF LAWS AND REGULATIONS, TERROR ATTACKS, STRIKES, AND CIVIL UNRESTS;
(B) ANY FAULT OF UNDERLYING SERVICE OPERATORS, INCLUDING BUT NOT LIMITED TO TECHNICAL ADJUSTMENTS MADE BY TELECOMMUNICATIONS SERVICE OPERATORS, DAMAGE TO TELECOMMUNICATION/POWER LINES, AND INSTALLATION, MODIFICATION, OR MAINTENANCE OF TELECOMMUNICATIONS NETWORKS/POWER RESOURCES BY THE RESPECTIVE SERVICE OPERATORS;
(C) ANY COMPUTER OR NETWORK SECURITY INCIDENTS, SUCH AS DAMAGE CAUSED BY COMPUTER VIRUSES, TROJAN HORSES, OTHER MALICIOUS PROGRAMS, OR HACKER ATTACKS;
(D) ANY USER OPERATIONAL ERRORS OR FAILURES IN THE USER'S COMPUTER SOFTWARE, SYSTEM, HARDWARE, AND COMMUNICATION LINES;
(E) ANY USE OF TENCENT CLOUD MARKETPLACE AND OFFERINGS THROUGH UNAUTHORIZED MEANS; OR
(F) ANY OTHER CIRCUMSTANCES BEYOND OUR FAULT, CONTROL, OR REASONABLE FORESIGHT.
9. Miscellaneous
In relation to your use of the Tencent Cloud Marketplace and your purchase or access to the Offering(s) on Tencent Cloud Marketplace, if there is any inconsistency or conflict between the Tencent Cloud Terms of Service and this Agreement, the terms of this Agreement shall prevail.
10. Waiver and Severability
A waiver by either Party of any breach under this Agreement or any order shall not constitute a waiver of any other or subsequent breach. Failure (or delay) by either Party to exercise any right under this Agreement or any order shall not be deemed a waiver of such right. If any provision of this Agreement or an order (as applicable) is held unenforceable, the remaining provisions shall remain in full force and effect.
11. Publicity
You may not issue any publicity materials or press releases referring to Tencent or its Affiliates, or use Tencent’s or its Affiliates’ trade names, trademarks, service marks, or logos in any advertising, promotion, or other activity, without Tencent’s prior written consent.
12. Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall create or imply any agency relationship between you and Tencent, nor shall this Agreement be deemed to establish a joint venture, partnership, or employer-employee relationship between us. Neither Party has the authority to bind, commit, or otherwise obligate the other Party.
13. Governing Law and Dispute Resolution
Unless otherwise specified in the terms applicable to a particular region or service, this Agreement, including matters concerning its interpretation, validity, and performance, shall be governed by the laws of Singapore, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). Any claim arising out of or in connection with this Agreement or the services, including disputes concerning contract formation, validity, interpretation, performance, breach, or termination, as well as any pre-contractual or non-contractual rights and obligations related thereto, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in effect at the time of the Notice of Arbitration. The seat of arbitration shall be Singapore, the language of arbitration shall be English, and the arbitral proceedings shall be confidential. The tribunal shall consist of a sole arbitrator. The award rendered by the tribunal shall be final and binding, and may be enforced in any court of competent jurisdiction. The prevailing Party shall be entitled to recover its costs of dispute resolution arising out of this Agreement from the losing Party.
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