This Tencent Cloud HY 3D Global API online Terms of Service (the “TOS”) is a legally binding contract between you (the “Customer” or “you”) and Tencent regarding your use of the Services. For the purposes of the Agreement, “Tencent”, “we”, “our” and “us” refer to the applicable Tencent contracting entity set forth in section 3 of the Tencent Cloud Terms of Service located at. In the Agreement, “Customer” and “Tencent” are each a “party” to the Agreement and, together, the “parties”. PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING the then-current additional terms applicable to the Services posted online here, which includes the Additional Terms, and together with the TOS, the “Agreement”. If you do not agree to the Agreement, please do not use the Services. 1. DEFINITIONS AND INTERPRETATION
Capitalised terms in this TOS shall, unless otherwise defined, have the meaning given to them in Section 1 (Definitions).
1.1 “Account” means Customer’s Tencent Cloud account authorised to access the Services.
1.2 “Additional Terms” means, collectively, the then-current additional terms applicable to: (a) the Services posted online at; (b) other subscription or product-specific terms posted online; and (c) the Tencent Cloud International Console, including the Data Processing and Security Agreement, Acceptable Use Policy, Copyright Policy, the Service Level Agreements, any Service-specific terms, and any region-specific terms (which may be updated from time to time). The Additional Terms do not include the online Terms of Service, the Privacy Policy or the Cookies Policy (all of which are also available on the Tencent Cloud International Console). If Customer accesses the Services through the Tencent Cloud PRC Console rather than the Tencent Cloud International Console, then the Additional Terms shall include the Service Level Agreements and any other Service-specific terms posted on the Tencent Cloud PRC Console (which may be updated from time to time). 1.3 “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is directly or indirectly under common Control with a party, where “Control” means control of greater than fifty percent (50%) of the voting rights or equity interests of a party or by way of contract, management agreement, voting trust, or otherwise.
1.4 “Agreement” means this TOS and the Additional Terms, in each case as applicable to the Services.
1.5 “API Call Thresholds” means the number of API calls that Customer purchased for.
1.6 “Application(s)” means any application Customer creates using or that otherwise runs on the Services, including any source code written by or on behalf of Customer to be used with the Services or otherwise hosted on Tencent Cloud.
1.7 “Content”, “Input” and “Output” has the meaning given in Section 6.3(a).
1.8 “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under the Agreement, and that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. Confidential Information does not include information that: (a) is independently developed by the recipient without use of the Confidential Information of the discloser; (b) is, at the time of disclosure by the disclosing party, already known to the recipient without confidentiality obligations; (c) is rightfully given to the recipient by a third party without confidentiality obligations; or (d) becomes publicly known through no fault of the recipient. User Data, which is not disclosed to Tencent but is instead submitted by Customer or End Users to the Services, is not Confidential Information and is instead governed by the Additional Terms (including the Data Processing and Security Agreement).
1.9 “Documentation” means the documentation for the Services as may be updated from time to time on the Tencent Cloud International Console or the Tencent Cloud PRC Console, as the case may be, in the form generally made available by Tencent to its customers for use with the Services.
1.10 “End Users” means the individuals or entities accessing Services under Customer’s Account or an Application.
1.11 “Fees” means the applicable fees for each Service and any applicable Taxes.
1.12 “HY API” means the Tencent HY 3D Global API.
1.13 “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights, whether registered or unregistered.
1.14 “Personal Data” has the meaning given in the Data Processing and Security Agreement.
1.15 “PRC” means the People’s Republic of China, and for the purpose of the Agreement only, does not include the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan.
1.16 “Service(s)” means the online services collectively known as Tencent Cloud, as further described at the Tencent Cloud International Console and Tencent Cloud PRC Console respectively, and includes Documentation, provision of the Software as further described at the Tencent Cloud International Console, and other services, as provided to Customer.
1.17 “Software” means the HY API, and any related downloadable tools, software development kits, sample code, APIs, and/or other computer software provided by Tencent under the Agreement, including those provided in connection with the Services or with the use of Customer’s Account, and any Updates Tencent may provide for the Software from time to time.
1.18 “Taxes” means any duties, customs fees, or taxes (other than Tencent’s income tax) associated with the purchase of the Services, including any related penalties, interest or other additions thereto.
1.20 “Tencent Cloud PRC Console” means the Tencent Cloud console website catering to Tencent Cloud’s PRC products (which domain URL may be subject to change from time to time).
1.21 “Updates” means periodic updates to Software or Services provided by Tencent from time to time.
1.22 “User Data” means any data, information, media or other content submitted by or on behalf of Customer or its End Users to the Services, including but not limited to any Personal Data and, in the case where HY API is not provided to the Customer as part of the Services, also excluding any data provided to Tencent or its Affiliates as part of Customer’s general Account.
1.23 The parties acknowledge that all references to the Terms of Service in the Additional Terms, Privacy Policy and Cookies Policy shall be interpreted to mean this TOS instead of the online Terms of Service set out online in the Tencent Cloud International Console.
2. USE OF SERVICES
2.1 Services. Customer’s use of any Services shall be subject to the Agreement. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Services may be provided by an Affiliate of Tencent to the extent deemed appropriate by Tencent to comply with applicable laws and regulations, or in accordance with Tencent’s internal structuring of its Service operations. In that regard, for Services provided in the PRC, or where the PRC is the chosen Service Region: (a) the terms and conditions of Attachment 1 will govern; (b) where required for compliance with applicable laws and regulations, may be provided by Tencent Cloud Computing (Beijing) Co., Ltd.
2.2 License. Customer acknowledges that Tencent or its licensors own all rights, title and interest in and to the Software and Services. Subject to Customer’s compliance with the terms and conditions of the Agreement, Tencent grants, or shall procure the grant to Customer, of a limited, non-exclusive, non-transferrable, non-sublicensable, and revocable license to use the Software in a manner not exceeding any applicable usage limitation or term, and within the applicable designated territory for use or receipt of Services, and only in connection with the Services. To the extent that any Software comes with an end user license agreement, terms of service or other similar agreement governing the use of such Software, Customer agrees that it shall, and shall procure that its End Users, strictly comply with such agreement. Other than as specified in the foregoing, no other rights are granted to Customer under the Agreement to use the Services or Software.
2.3 Account. Customer shall, and shall ensure that its employees, contractors and End Users only access and use the Services via Customer’s Account. Customer shall not allow or permit any other third parties to use the Services via Customer’s Account. If Customer becomes aware of any unauthorized use of its Account or the password for its Account, Customer will notify Tencent immediately. Customer is solely responsible for safeguarding any and all Account details and access credentials, and shall be solely responsible for any use of the Account or Services and all activities under that Account, regardless of whether the activities are authorized or undertaken by Customer, its employees, or a third party (including its contractors, agents and/or End Users), as if the activity, breach or use has been carried out by Customer. Except to the extent caused by Tencent’s breach of the TOS, Tencent and its Affiliates are not responsible for any unauthorized access to Customer’s Account.
2.4 Service Regions. Certain Services allow Customer to select a geographically-defined Service region in which User Data is stored in order to provide the Services (a “Service Region”). Where a Service Region applies, Tencent will, if requested by Customer, store User Data in Customer-selected Service Region when User Data is being used for the provision of those Services. If Customer’s Service Region is the PRC, then the terms of Attachment 1 apply to those Services for which the PRC is the Service Region.
2.5 Suspension of Services. If Customer becomes aware of or reasonably suspects that any (i) Application (including an End User’s use of an Application) or User Data; or (ii) use of the Services, including any generated Content, violates the Agreement, Customer will immediately suspend the Application, remove the User Data and/or Content (as the case may be and as applicable), suspend access by End Users, and take any other necessary actions to remedy such situation. If Customer fails to take such action, Tencent may suspend or disable provision of the Application, Services and Customer’s Account until that violation is remediated to Tencent’s satisfaction.
2.6 Security Threats. In the event that Tencent determines at its sole discretion that Customer’s or its End User’s use of the Services could: (a) disrupt the Services; (b) disrupt use of the Services by a third party; (c) disrupt the Tencent network or servers used to provide the Services; (d) allow unauthorized third party access to the Services; or (e) otherwise pose a security risk or threat or result in any legal or regulatory liability to Tencent, then Tencent or its Affiliates may immediately and without prior notice to Customer, restrict or suspend Customer’s Account or remove the offending Application and/or Content, the Service or End User’s account to the extent required to address such concerns.
2.7 Service Modifications or Discontinuations. Tencent may discontinue or make changes to the Services (or any portion thereof) at any time, without liability. Tencent may choose to, without limitation, discontinue, limit, restrict, change or remove the Services, any Service component, or availability of the Services (or any portion or component thereof) in any specific Service Region, territory or industry sector or field of business. If Tencent discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, Tencent will use commercially reasonable efforts to inform Customer of the change with reasonable advance notice before such change goes into effect, provided that Customer has subscribed to be informed about those changes. Tencent may make the change, and will not be obligated to provide notice if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services or Tencent or its Affiliates, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law, regulations or court orders, government or law enforcement request, or other legal processes.
2.8 Updates. Tencent may provide Updates to the Software and Services from time to time. Tencent may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional requirements.
2.9 Security and Privacy. Tencent’s security and privacy practices are available in the Additional Terms, the Privacy Policy and the Cookies Policy. Customer is responsible for configuring and using the Services in a way that meets Customer’s security requirements.
2.10 Third Party Applications and Software. Customer is solely responsible for any software, tools or applications used by Customer in connection with Customer’s use of the Services. The Services may include third party software, products or services and outputs from such services, which may include open source software (collectively, “Third Party Software”), including Third Party Software made available or offered in connection with the Services. Tencent is not responsible for and is not liable for any damages or losses arising from the use of the Third Party Software, and Tencent does not endorse, support or guarantee the quality, reliability or suitability of any Third Party Software. Customer agrees that the use and making available of any Third Party Software is at Customer’s own risk. Customer will comply, and will ensure that its End Users comply, with any terms and conditions applicable to Third Party Software. Tencent does not provide any technical support for any Third Party Software. Any issues or disputes arising from use of Third Party Software should be resolved with such third party without any liability to Tencent.
2.11 Access to Customer Device. In order for Tencent to provide the Services, Tencent may require access to and use of Customer devices. For example, Tencent may need to access a device’s processor and storage to complete a Software installation. Tencent may provide further information regarding how Tencent accesses the device within Tencent Cloud. Customer agrees to facilitate and/or give Tencent access to the devices for these purposes, and Customer acknowledges that if Customer does not provide access, Tencent may not be able to provide the Services (or certain features within the Services). Customer acknowledges that Tencent may use or access Personal Data within the device in the course of providing the Services, as set out further in the Privacy Policy. To the extent the Data Processing and Security Agreement applies to the use or access of that Personal Data, Customer agrees that Tencent may use or access this Personal Data in accordance with the Data Processing and Security Agreement.
3. FEES
3.1 Fees. Customer will pay Tencent all Fees without any deduction (including for any VAT or any similar kind of taxes), set-off, counterclaim or withholding. Tencent’s measurement of Customer’s use of the Services is conclusive for billing and payment purposes. Certain Services will continue to take up resources following their activation (such as cloud servers, cloud databases and so forth) and will continue to incur Fees even if Customer does not use Applications or the Software, add or use any new service items, resources, features, or perform any new operations. To the extent permitted under applicable laws, Fees and charges for any existing Services as provided under the Tencent Cloud International Console or Tencent Cloud PRC Console may be revised from time to time after prior notice is provided to Customer. Any new or changed charges will apply to the Services as of the date specified in the relevant notice, or if no such date is specified, then with immediate effect.
3.2 Payment. All Fees will be due and payable and Customer shall pay such Fees no later than 30 days after the date of the invoice that Tencent issues to Customer. Prepaid Services shall require full settlement of payment of Fees before the commencement of use of the Services, whereas postpaid Services shall only require full settlement of payment of Fees after the use of the Services. Invoices will be issued to Customer at Customer’s Account portal, via e-mail, or through another method determined by Tencent. Customer’s obligation to pay all Fees is non-transferrable. All payments are due in the currency set forth in the applicable invoice.
3.3 Taxes. Except as otherwise set forth in any region-specific or Service specific terms, all Fees are non-refundable and exclusive of Taxes. Customer is responsible for all applicable Taxes. If Tencent is obligated to collect or pay Taxes on the Services provided hereunder, the Taxes will be invoiced to Customer. If Customer is required by law to withhold any Taxes from its payments to Tencent, Customer must gross up its payments to Tencent such that the total amount received by Tencent after deduction of the amounts required to be withheld equals the invoiced amount.
3.4 Late Payments. Late payments will bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law (if less), accruing from the date the payment was first due until the date the payment is made in full. Customer will reimburse Tencent for Tencent’s reasonable expenses (including attorneys’ fees) incurred in collecting late payments, except where a delinquent amount is due to Tencent’s billing inaccuracies.
4. TECHNICAL SUPPORT AND SERVICE LEVELS
4.1 SLAs. Tencent will provide Services in accordance with the relevant and then-current service level agreement(s) (“SLA”), if any, set forth in the Additional Terms. The parties acknowledge and agree that, regardless of anything to the contrary in the Agreement, Customer’s sole and exclusive remedy for a breach of an SLA is the receipt of any applicable service credits as set forth and pursuant to the applicable SLA.
4.2 Support for Services. Except to the extent required by applicable law with respect to consumers, any technical support or other services that Tencent is obliged to provide must be set forth in an Order From or separately agreed to in writing and signed by the parties. Customer acknowledges and agrees that technical support or other services may require additional costs and other fees to be paid by Customer.
4.3 Support for Applications. Customer is responsible for the operation, integration and technical support of its Applications.
5. CUSTOMER OBLIGATIONS
5.1 Compliance. Customer is solely responsible for (i) its End Users’ use of the Services and the generation of Content; (ii) its Applications and User Data; and (iii) ensuring use of the Services, generation of Content, its Applications and User Data comply with the Agreement and that use of the same in connection with the Services complies with applicable law. Tencent reserves the right to review Customer’s (and its End Users’) use of the Services (including all Applications) to ensure Customer’s compliance with the Agreement. Customer acknowledges and agrees that it remains responsible and liable for all uses of the Services by End Users, End Users’ access to Applications, User Data, the Services, generation of Content, activities under Accounts, and for otherwise ensuring that each End User complies with, and access and use the Services in accordance with the Agreement. Additionally, Customer agrees that it shall not make available any User Data for processing in the Services unless lawfully permitted to do so.
5.2 Privacy. Customer acknowledges and agrees that it (a) is solely responsible for the processing of any Personal Data in respect of End Users and any persons whose Personal Data is contained in the User Data; (b) shall protect the privacy of the End Users and such persons; and (c) shall comply with all applicable laws and regulations in respect of the same (including by making such disclosures, and obtaining such consents, as are necessary to ensure the Personal Data of End Users or any persons whose Personal Data is contained in User Data may be processed by the Services). Customer shall be solely responsible for any access, monitoring, use, or disclosure of Personal Data submitted by End Users through the Services.
5.3 User Data. To the extent any Personal Data is contained in any User Data, the parties agree that the processing of such Personal Data shall be undertaken in accordance with the Data Processing and Security Agreement.
5.4 Restrictions. Customer will not, and will not allow its Affiliates, employees, and contractors and any third parties to:
(a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services;
(b) use the Services for the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage;
(c) use the Services as benchmarking in any manner that is competitive with the Services or use the Services and/or the Output to develop or generate content or AI models that are in competition with Tencent;
(d) use, disseminate, transfer, sublicense, resell, transfer, or distribute any or all of the Services, whether separate from any integrated Application or for commercial purposes without Tencent’s prior written consent;
(e) use, launch, develop or distribute any automated or programmed system or method, including but not limited to any spider, robot, cheat utility, scraper, data mining or similar data crawling or extraction tools, or malicious programs or viruses to access or to extract data or Output from the Services;
(f) access the Services in a manner intended to avoid incurring Fees or otherwise avoiding usage limitations;
(g) use the Services in a harmful manner (such as creating Output that may be used for harassing, bullying, abusing, threatening, or intimidating others, creating Output that may be fraudulent, false, or misleading, or represent that the Output is human-generated);
(h) use the Services to create, share, or distribute any inappropriate or illegal Output or use the Services in any way that may infringe on or violate the rights and interests of third parties, including intellectual property rights, data privacy rights and personality rights;
(i) interfere with or disrupt the Services, such as bypassing protective security measures or safety mitigations placed on the Services; uploading or attempting to upload any material, program, or software that contains any virus, worm, spyware, Trojan horse or other program or code designed to interrupt, destroy or limit the functionality or availability of the Services, or removing, hiding, modifying or replacing any notices or links contained in the Services;
(j) access or use the Services inappropriately by forging clicks, creating false requests, or accessing the Services beyond the ordinary range, such as by registering a large number of accounts or registering an account using false identity;
(k) remove any copyright, trademark or other proprietary notices contained in the Services;
(l) exceed the API Call Thresholds (if applicable) when using the Services; or
(m) engage in any other activities, behaviors or actions that may harm the Services or Tencent (including its Affiliates).
To the extent Customer chooses a Service Region or is in the United States, Customer will not, and will not allow its Affiliates, employees, and contractors and any third parties under its control, management, supervision, or otherwise to: (a) process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State; or (b) process or store any User Data that is subject to the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, or any regulations issued under it.
6. INTELLECTUAL PROPERTY RIGHTS, USER DATA AND CONTENT
6.1 Tencent Cloud Intellectual Property Rights. Customer agrees that all Intellectual Property Rights in and to the Services, as between Tencent and Customer, will be owned by Tencent and Tencent’s licensors, as the case may be. Except as expressly set forth in the Agreement and to the extent permissible under applicable law, Tencent does not grant Customer any licenses or other rights, implied or otherwise in or to Tencent’s Intellectual Property Rights.
6.2 Feedback. If Customer provides Tencent or its Affiliates with any suggestions, ideas, comments, or other feedback about the Services (“Feedback”), Tencent and its Affiliates may use and otherwise exploit that Feedback without restriction and without obligation to Customer.
6.3 Content.
(a) Customer and its End Users may submit text or other materials to the Services for processing (“Input”) and our Services may generate responses based on the Input (“Output”) (together, Input and Output are “Content”).
(b) Customer is responsible for all Input of its End Users or otherwise using the Customer Accounts, including ensuring that they do not violate applicable laws or the terms of the Agreement. Customer represents and warrants that Customer’s and its End Users’ use of the Services and submission of Input will not violate the terms of the Agreement or any applicable laws.
(c) To the extent permitted by applicable law, Customer and/or its End Users retains any right title and interest in the Input. Subject to compliance with the terms of the Agreement, Tencent hereby assigns to Customer and its End Users all its rights, title and interest, if any, in and to the Output. Tencent retains the perpetual right to use the Content to provide, maintain, develop, and improve the Services, comply with applicable law, enforce the Agreement or its rights and interests, and keep the Services safe.
(d) Tencent may add artificial intelligence-generated marks to the Output, such as watermarks that are visible to the naked eye as well as marks that cannot be directly perceived by humans but can be detected by technical means.
6.4 Accuracy of Content. As artificial intelligence and machine learning are still constantly evolving, the Customer acknowledges that the Services and its use are not error free, may not work as expected, and may generate incomplete or inaccurate results. Tencent makes no representations and warranties regarding the accuracy and reliability of any Output. When using our Services, Customer understands and acknowledges (and shall ensure that its End Users understand and acknowledge) that:
(a) Output generated may not always be accurate. The Services are provided for informational purposes only, and shall not be relied upon as a sole source of truth or factual information;
(b) Customer and/or its End Users are responsible for assessing the accuracy and suitability of each Output for its specific needs, which includes conducting human review when necessary;
(c) Customer and/or its End Users must not use any Output for any purposes that can have legal or significant effects on a person, such as decisions regarding finances, education, employment, housing, insurance, legal matters, medical issues, or other important fields without consulting a qualified professional for relevant advice;
(d) the Output may be incomplete, incorrect, or offensive, and the Output do not reflect the views of Tencent. If the Output mentions any third-party products or services, it does not imply endorsement or affiliation;
(e) the Output may not be unique, and the Services may generate the same or similar Output for other users. Similar Input may also result in the same, similar, or different Output;
(f) if Customer and/or its End Users publish or disseminate any Output generated by the Services, it shall be indicated that such Output is generated by artificial intelligence, so as to not confuse or mislead others.
6.5 User Data.
(a) Customer hereby grants to Tencent a non-exclusive, sublicensable license to access, copy and use User Data to provide the Services, and otherwise use in accordance with the Agreement.
(b) Notwithstanding anything provided under the Agreement, Customer acknowledges and agrees that Tencent may disclose User Data to third parties: (i) to comply with applicable laws or protect Tencent’s rights; or (ii) to comply with court orders, a lawful government or law enforcement request, or other legal processes. Tencent may also block or remove User Data as required by applicable law, in which case Tencent will make reasonable commercial efforts to promptly notify Customer if legally permissible.
(c) Customer is solely responsible for maintaining and backing up User Data. Customer represents and warrants that: (i) Customer has all rights required to provide User Data to Tencent, for Tencent to use the User Data as provided for in the Agreement and for Customer to use User Data in connection with its use of the Services; and (ii) Tencent’s use and Customer’s use of User Data through the Services or otherwise in accordance with the Agreement does not violate any laws or rights of any person. To the extent the HY API is not provided as part of the Services, Customer retains any Intellectual Property Rights it may have in User Data.
7. CONFIDENTIALITY
7.1 Confidential Information. Neither party (the “Recipient”) will disclose the other party’s (the “Discloser”) Confidential Information except to those of the Recipient’s Affiliates, employees, and contractors who need to know the Confidential Information for the purposes of exercising the Recipient’s rights and performing the Recipient’s obligations under the Agreement, and who have agreed in writing to confidentiality obligations that are at least as protective as the terms of this TOS. The Recipient will, and will take appropriate measures to ensure that its Affiliates, employees, and contractors: (a) take at least reasonable care to protect the confidentiality of the Discloser’s Confidential Information; and (b) not use the Discloser’s Confidential Information for any purpose other than to exercise the Recipient’s rights and perform the Recipient’s obligations under the Agreement. However, the Recipient may also disclose Confidential Information to the extent required by applicable laws, regulations, or government orders; provided that the Recipient uses commercially reasonable efforts, if legally permitted, to: (a) promptly notify the Discloser of those disclosure requirements before disclosing the Discloser’s Confidential Information; and (b) provide to the Discloser any information reasonably requested to assist the Discloser in seeking a protective order or other confidential treatment for that Confidential Information.
8. TERM AND TERMINATION; SUSPENSION
8.1 Term. This TOS will commence when you accept the TOS or first download, install, access or use the Services and continue until as terminated in accordance with the terms in the Agreement.
8.2 Termination for convenience. Tencent may terminate the Agreement or any Services in whole or in part, for convenience with one (1) month’s prior written notice to the Customer.
8.3 Termination, Suspension and Modification. To the extent permitted under applicable laws, Tencent may terminate the Agreement (in whole or in part), or otherwise suspend, modify, restrict or terminate Customer’s access to or use of the Services, or any aspect of the Services, in whole or in part, or with respect to a Service Region or territory, immediately upon written notice to Customer and without liability to the Customer if:
(a) Customer has not paid Fees or other amounts owed by Customer to Tencent within 30 days after the applicable due date;
(b) Tencent reasonably believes that Customer or any End User has violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with the use of the Services;
(c) Customer enters into liquidation, administrative receivership, bankruptcy or makes any voluntary agreement with its creditors or is unable to pay its debts as they fall due;
(d) Tencent is required to by applicable laws, court orders or requirements imposed by government bodies, or if Tencent otherwise determines that it is reasonable to do so in order to ensure that Tencent does not violate or risk violation of the same; or
(e) any current or future regulatory or other requirement (i) subjects Tencent to an obligation not generally applicable to businesses operating in a Service Region or territory; (ii) would result in difficulty for Tencent to continue offering the affected Service(s), or (iii) Tencent reasonably believes may conflict with the Agreement or Service(s).
8.4 Termination for Material Breach. If either party materially breaches the Agreement, the other party may terminate the Agreement by giving twenty (20) days’ prior written notice, if the matters set forth in that notice are not cured to the other party’s reasonable satisfaction within the twenty-(20)-day period. .
8.5 No Liability for Termination. Except as expressly required by law, if either party terminates the Agreement in accordance with the terms herein, neither party will be liable to the other in relation to the termination, for expenditures or commitments made in connection with the Agreement or for damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
8.6 Effect of Suspension or Modification. If Tencent restricts or suspends Customer’s access to any or all of the Services or otherwise modifies the Services under the Agreement: (a) where the Services are suspended, Customer remains responsible for all Fees accrued through the date of suspension (including where the charges were incurred before suspension date but performance of the relevant obligations were after the suspension date); (b) Customer remains responsible for any applicable charges for any part of the Services (or any modified portions thereto) to which Customer has access; and (c) Customer will not be entitled to any service credits under any applicable Service Level Agreement for any period of suspension, modification or restriction.
8.7 Effects of Termination.
(a) Upon termination or expiration of the TOS: (i) Customer will pay Tencent any Fees or other amounts owed under the Agreement within thirty (30) days of termination or expiration, (ii) Customer will delete the Software and remove from the Services any Application and User Data (except as it relates to HY API); (iii) Customer’s rights under the Agreement shall immediately cease; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
(b) Except as otherwise expressly agreed in writing and where HY API is provided as part of the Services, Tencent has no obligation to make accessible to Customer the User Data after the termination of the Agreement.
(c) In addition, the following sections will survive any expiration or termination of the TOS: Sections 1, 3, 5, 6, 7, 8.5, 8.6, 8.7, 9.2, 10, 11 and 12.
9. WARRANTIES AND DISCLAIMER
9.1 Mutual Warranties. Each party represents and warrants to the other that:
(a) it is validly incorporated and duly registered under applicable laws, and has full power and authority to enter into the Agreement;
(b) the Agreement constitutes valid and binding obligations of the party and will be enforceable in accordance with its terms; and
(c) it will comply with all laws and regulations applicable to its provision or use of the Services and Software, as applicable.
9.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 9, AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER TENCENT NOR ANY OF ITS LICENSORS, AFFILIATES, PROVIDERS OR DISTRIBUTORS MAKE, AND TENCENT HEREBY DISCLAIMS ON BEHALF OF ITSELF AND SUCH PERSONS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING TENCENT CLOUD (INCLUDING HY API), ANY OTHER SOFTWARE OR SERVICES, OR ANY MEDIA OR OTHER CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE SERVICES, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:
(a) THAT THE SERVICES, SOFTWARE OR CONTENT WILL BE NON-INFRINGING, UNINTERRUPTED, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES, OR OTHER HARMFUL COMPONENTS;
(b) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE BY CUSTOMER OR END USERS;
(c) THAT USER DATA OR CONTENT WILL NOT BE SUBJECT TO LOSS OR DAMAGE;
(d) THAT THE SERVICES WILL BE OF MERCHANTABLE OR SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE OR COMPATIBLE WITH ANY NETWORK, SYSTEMS, APPLICATIONS OR HARDWARE. FOR THE AVOIDANCE OF DOUBT, THE SERVICES ARE NOT DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES.
10. LIMITATION OF LIABILITY; INDEMNIFICATION
10.1 Cap on Liability. THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND THEIR AFFILIATES FOR ALL CLAIMS ARISING IN CONNECTION WITH THE AGREEMENT, THE SERVICES, AND THE SOFTWARE, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WILL BE LIMITED TO THE TOTAL FEES THAT CUSTOMER HAS PAID TO TENCENT UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE EVENT GIVING RISE TO THE LIABILITY FIRST OCCURRED. NOTWITHSTANDING, NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS A PARTY’S LIABILITY FOR: (A) ANY PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS; (C) CUSTOMER’S INFRINGEMENT OF TENCENT’S OR TENCENT’S AFFILIATE’S INTELLECTUAL PROPERTY RIGHTS; (D) ANY FRAUDULENT ACTIVITIES OR FRAUDULENT MISREPRESENTATION; OR (E) ANY MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.
10.2 Disclaimer of Damages. EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS TO PAY FEES, NEITHER PARTY, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; OR (B) LOSS OF DATA, LOST PROFIT, GOODWILL, REVENUE, CUSTOMERS OR OPPORTUNITIES; IN EACH CASE, RELATING TO THE AGREEMENT.
10.3 Disclaimer of Certain Liabilities. if the Services are interrupted for any of the reasons set forth below, Tencent disclaims liability for any loss or damage so caused by the following:
(a) causes attributable to infrastructure operators; including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators;
(b) Customer’s use of the Services in a manner not authorized by Tencent;
(c) improper operation by Customer or failures in Customer’s computer software, systems, hardware or telecommunications lines; or
(d) any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, Tencent.
10.4 Tencent Indemnification.
(a) Tencent will defend or, at its option, settle any third party action, claim, suit or proceeding (“Claim”) brought against Customer alleging that the use of the Services by Customer or its End Users in accordance with the Agreement infringes or misappropriates any third party patent or copyright. Tencent will have sole control of the defense or settlement negotiations, and Tencent agrees to pay, subject to the limitations set forth in the Agreement, any final judgment entered against Customer and any amounts agreed to in settlement by Tencent as a result of such infringement in any Claim defended by Tencent; provided that Customer provides Tencent with: (i) prompt written notice of the Claim; (ii) sole control over the defense and settlement of the Claim; and (iii) all reasonably requested information and assistance, at Tencent’s expense, to settle or defend the Claim.
(b) In the event that any Claim is brought or, in Tencent’s opinion, likely to be brought, Tencent may, at its sole option and expense: (i) procure for Customer the right to continue to use the applicable Service or Software; (ii) modify the Service or Software, or replace the Service or Software with non-infringing software or services that do not materially impair the functionality of the Service or Software; or (iii) if neither of the foregoing is feasible on commercially reasonable terms, terminate the Agreement and notify you to discontinue the applicable Services.
(c) Tencent will have no obligation to Customer under this Section 10.4 to the extent a Claim arises from: (i) Customer’s breach of the Agreement; (ii) User Data; (iii) use of the Software or Services in combination with any products, services, data, software, hardware or business processes not provided by Tencent, if the alleged infringement is based on that combination; (iv) use of non-current or unsupported versions of the Services or Software; (v) modifications to the Software or Services by anyone other than Tencent or its Affiliates; or (vi) liability arising from Customer or End Users’ use of the Services or Software after being notified by Tencent to discontinue such use.
10.5 THIS SECTION 10 STATES THE ENTIRE LIABILITY OF TENCENT, AND THE SOLE REMEDY OF CUSTOMER, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND SOFTWARE.
10.6. Customer Indemnification. Customer will indemnify, defend and hold harmless Tencent, its Affiliates, and each of their respective agents, licensors, employees, officers and directors from and against any Claim, including but not limited to any losses, damages, costs, penalties, fees, disgorgement, restitution, and interests incurred as a result of such Claim, to the extent that the Claim arises out of or in relation to:
(a) the Customer’s or its End User’s Application, products, services, User Data, or use of the Services or Software in connection with any products, services, data, software, hardware or business processes not provided by Tencent or its Affiliates, including without limitation, their alleged violation, infringement or misappropriation of any third party rights or Intellectual Property Right;
(b) Customer or its End User’s use of the Services or Software, including without limitation, in connection with such use, any (i) alleged violation of Data Protection Laws (as defined in the Data Processing and Security Agreement); or any other laws and regulations; (ii) violation of the terms of the Agreement; and/or (iii) violation of third party rights.
Tencent will provide Customer with prompt written notice of any Claims and reasonable assistance, at Customer’s expense, to defend or settle the Claim. Tencent and its Affiliates retain the right to appoint additional counsel of their choice to participate in defending or settling the Claims. At Customer’s option and expense, Customer may settle any such Claims, provided that (a) any settlement requiring Tencent or its Affiliates or their agents, licensors, employees, officers or directors to admit liability, pay money, or take or refrain from taking any action will require Tencent’s or the Affiliate’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed); and (b) any settlement amounts shall be paid for by Customer.
Without limiting the foregoing, Customer also agrees to reimburse Tencent for any costs and reasonable attorney’s fees spent responding to any third-party subpoena, legal order or other processes associated with such Claims.
Notwithstanding, Customer will have no obligation to Tencent under this Section 10.6 to the extent a Claim arises from (i) Tencent’s breach of this TOS; or (ii) a Claim which ought to have been covered under Tencent’s indemnification obligation under Section 10.4.
10.7 Independent Allocations of Risk. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE FEES CHARGED BY TENCENT TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT A, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE LIMITED REMEDIES IN THE AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. EXPORT CONTROL
11.1 Customer Status. Customer hereby represents and warrants, to Tencent that at the time of entering into this TOS and throughout the term of the Agreement neither Customer, its subsidiaries, nor any of Customer or Customer’s subsidiaries’ officers, directors, shareholders, agents or employees, are:
(a) listed in any list of designated persons maintained by the United States (including, without limitation, the list of “Specially Designated Nationals” as maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets as maintained by His Majesty’s Treasury), the European Union and any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions), or any other list of restricted persons maintained by any authority with jurisdiction over Customer (any person so listed being a “Restricted Person”));
(b) organized under the laws of, operating from or located or resident in a country or territory that is the target of comprehensive sanctions (as of the date of this TOS, Iran, Cuba, North Korea, Syria and the Crimea/Sevastopol region and the so-called Donetsk and Luhansk People’s Republics (collectively, “Sanctioned Territories”)); or
(c) controlled or owned 50 percent or more (directly or indirectly) in the aggregate, by one or more Restricted Persons.
11.2 Trade Compliance. In connection with Customer’s use of the Services, Customer will comply with all applicable export controls and economic sanctions laws and regulations of the United Nations, PRC, United States, European Union, including its member states; and other applicable government authorities, including without limitation, the U.S Export Administration Regulations (“EAR”) and the economic sanctions rules and regulations implemented under statutory authority and/or the U.S. President’s Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (collectively, “Trade Laws”). Customer agrees not to engage in any activities in connection with the use of the Services that would violate Trade Laws or that would risk placing Tencent in breach of any Trade Laws and Customer is solely responsible for compliance with Trade Laws related to the manner in which Customer chooses to use the Services including: (a) Customer's transfer and processing of User Data; (b) the provision of User Data to End Users; and (c) accurately specifying the Service Region in which any of the foregoing occur. For the avoidance of doubt, Customer is solely responsible for compliance with applicable laws (including the Trade Laws) relating to the use of the Services by the Customer and End Users.
11.3 Relevant Actions. If at any time during the term of the Agreement, (a) provision of the Services becomes otherwise restricted or prohibited as a consequence of the imposition of sanctions or by operation of Trade Laws; (b) Tencent reasonably believes a breach of Section 11.1 or 11.2 has occurred or is at risk of occurring; (c) Tencent reasonably believes that Customer or Customer’s subsidiaries are in violation of Trade Laws or are engaging in activities that would risk placing Tencent in breach of any Trade Laws, Tencent shall not be obliged to perform any of its obligations under the Agreement or continue to provide the Services and shall be entitled, in its sole discretion, to terminate the Agreement, and the provision of the Services with immediate effect and without any liability. Tencent is also entitled to take any other actions against Customer as it deems appropriate in the circumstances, including but not limited to, requesting Customer to remove any Content that is subject to export control.
12. GENERAL
12.1 Independent Contractors. The relationship of the parties established by the Agreement is that of independent contractors, and nothing contained in the Agreement should be construed to give either party the power to (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party and neither party has authority to bind the other party.
12.2 Non-Assignability and Binding Effect. Neither party may assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under the Agreement without the prior written consent of the other party, except that Tencent may freely assign or otherwise transfer the Agreement without the consent of Customer: (a) in connection with a merger, acquisition or sale of all or substantially all of Tencent’s assets; or (b) to any Affiliate or as part of a corporate reorganization, in which case, the successor or permitted assigns (as the case may be) shall assume assignor/transferor’s liability and assignor/transferor is released from the same. Any attempted assignment or transfer in violation of the foregoing restriction will be void. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
12.3 Notices. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in Section 3 of the Tencent Cloud Terms of Service located at (in the case of Tencent) and any address registered with us (in your case) and with the appropriate postage affixed.. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. Notwithstanding the foregoing, any notices, communications, or disclosures sent electronically by Tencent through email, the platform for the Services or otherwise, shall be deemed a valid and binding notice required or permitted to be given under the Agreement. 12.4 Force Majeure. If the performance of the Agreement is prevented, delayed, hindered or restricted, or either party breaches the Agreement due to an event of force majeure, including but not limited to: (a) natural disasters; (b) acts of government; (c) promulgation or change of laws, regulations or policies (including sanctions, restrictive measures or regulations); (d) strikes or unrest; or (e) any other significant change of circumstances (including changes in applicable laws which would render provision of Services potentially illegal or different from that contemplated by the parties at the time of this TOS), foreseeable or otherwise, the affected party shall not be liable for the breach of the Agreement (except for Customer’s payment obligations hereunder), or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. As soon as reasonably practicable after the start of the event, the impacted party shall notify the other party in writing. If an event prevents, hinders, delays or restricts the performance of the Agreement for more than thirty (30) days, either party may terminate the Agreement (if the performance of the entire Agreement is affected), without assuming any liability, by giving fifteen (15) days advance written notice to the other party.
12.5 Governing Law and Dispute Resolution.
(a) Any claims for equitable relief may be brought in any court of competent jurisdiction even if the parties have chosen an exclusive venue below.
(b) The Agreement will be governed by the governing law corresponding to the relevant Tencent contracting entity jurisdiction set forth in section 3 of the Tencent Cloud Terms of Service located at. Any dispute, controversy, or claim arising in any way out of or in connection with the Agreement, including the existence, validity, interpretation, performance, breach or termination of the Agreement, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it will be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in force when the notice of arbitration is submitted. The seat of the arbitration will be Singapore and the language will be English. All proceedings will be confidential and there will be one arbitrator only. Judgment upon the award rendered by the arbitration tribunal may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with the Agreement. 12.6 Waiver and Severability. The waiver by either party of any breach of the Agreement does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. If any part of the Agreement is unenforceable, the remaining portions of the Agreement will remain in full force and effect.
12.7 Publicity. Customer agrees that Tencent may refer to Customer as a customer of Tencent and use Customer’s name and logo in Tencent’s marketing materials and websites. Except as otherwise permitted by law, Customer shall not issue any press release or make any other public communication with respect to the Agreement or the fact that Tencent is providing Services for Customer. Customer shall not use Tencent’s trademarks, service marks, service or trade names, logos (“Tencent Marks”); or identify Tencent as a supplier of the Services without prior written consent of Tencent. Notwithstanding the permission granted, unless otherwise agreed by Tencent in writing, Customer’s limited permission to identify Tencent for such purposes and for the use of Tencent’s Marks shall terminate as soon as the Agreement or the relevant Order Term expires or is terminated, whichever is sooner. The Customer’s use of the Tencent Marks shall be subject to any terms, conditions, or guidelines that Tencent may issue from time to time.
12.8 No Third-Party Beneficiaries. The Agreement is not intended to confer any benefits on any third party except to the extent that it expressly states that it does. End Users are not third party beneficiaries to the Agreement.
12.9 Entire Agreement. This TOS, together with the Additional Terms, is the final and complete expression of all agreements between these parties regarding its subject matter and supersedes all prior oral and written agreements regarding these matters. Unless otherwise specified, this TOS supersedes any other agreement entered into between Tencent and Customer or its employees in respect of any Services. For the avoidance of doubt, to the extent that there is any conflict or inconsistency between the terms of this TOS and (to the extent they apply to Customer), the online Terms of Service set out in the Tencent Cloud PRC Console and the Additional Terms (where applicable), the terms of this TOS shall prevail (to the extent it relates to the HY API, and other product or subscription-specific terms would apply to the relevant product or subscription).
12.10 Subject to Section 12.11, this TOS may be modified only by a written agreement, signed by both parties, that expressly states that it is amending this TOS. The Additional Terms referred to in this TOS are incorporated by this reference. In the event of any conflict between this TOS and the Additional Terms, the inconsistency shall be resolved by giving preference to the following in the order that they are listed:
(a) the Data Processing and Security Agreement (which shall govern with respect to processing of Personal Data as applicable to the relevant Service);
(b) this TOS; and
(c) the Additional Terms,
provided, however, that:
(d) to the extent it relates to HY API, the product-specific terms (including the HY API data processing and security agreement and privacy policy modules and HY API-specific service level agreement) applying to HY API, shall prevail to the extent of the inconsistency over the aforementioned terms; and
(e) the terms and conditions of Attachment 1 will govern with respect to Services which are provided in the PRC, or where the PRC is the chosen Service Region.
Tencent shall not be bound by any term which is different from, modifies, or otherwise in addition to the terms of the Agreement, unless agreed in writing. Without limiting the foregoing, the parties agree that any terms and conditions in any Customer-issued purchasing forms or similar shall not apply and Tencent disclaims the same.
12.11 Amendment. Tencent may amend the TOS, including the Additional Terms or any terms and conditions relating to the Services from time to time by posting updated versions to the Tencent Cloud International Console or Tencent Cloud PRC Console. Tencent will use reasonable efforts to notify Customer of the changes, if Customer has subscribed to be notified of such changes, but Customer is responsible for periodically checking the Additional Terms for any modifications. Unless specifically provided in this TOS or the Additional Terms, or otherwise indicated by Tencent, the amended terms will take effect within 30 calendar days after they are posted, but will not be applicable retroactively.
12.2. Language. All communications and notices in relation to the Agreement shall be made or given in English. Notwithstanding the foregoing, to the extent any translations of the Agreement, this TOS are made to the extent permitted under applicable laws, the English version shall prevail.
Attachment 1
PRC Attachment to the Tencent Cloud Master Services Agreement
To the extent Customer wishes to receive Services under the Agreement which are provided within the PRC, or for which the PRC is the Service Region, such Services shall be provided by Tencent Cloud Computing (Beijing) Co., Ltd. (“Tencent Cloud Beijing”) and subject to the terms of this Attachment 1, as well as any applicable PRC laws and regulations. Any terms used but not defined in this Attachment 1 have the meaning given to them in the TOS.
1. Own Responsibility. Customer hereby acknowledges and agrees that (a) whilst Tencent Cloud Beijing shall provide the Services in accordance with the Agreement and the terms of this Attachment 1, it will not otherwise be responsible for Customer’s product, service, content and data used in connection with the Services; and (b) Customer has obtained, and shall maintain for the term of the Agreement, as relevant , all applicable and valid regulatory, legal, and/or governmental licenses, filings, recordings, approvals, permits, etc. as may be required by any applicable PRC laws and regulations for the use of the Services and for Customer’s business operations using the Services in the PRC.
2. Prohibited Conduct. When using Services in the PRC, Customer must comply with all applicable laws, regulations, rules and policies, and safeguard cybersecurity. Customer must not engage in or facilitate any activities that constitute a violation of laws and regulations, including but not limited to:
(a) activities that contravene the Basic Principles of the Constitution of the PRC; jeopardize national security, reputation or interests; incite subversion of state power; overthrow the socialist system; incite division of state and sabotage national unity; advocate terrorism or extremism; incite ethnic hatred or discrimination; and/or which undermine the national religion policy; and/or promote cults or feudal superstition;
(b) deceptive, false or misleading practices, or practices that infringe the intellectual property rights or legitimate rights and interests of others, such as using "private servers" or "plug-ins";
(c) posting, publishing or dissemination of spam or unlawful content that disrupt national order, jeopardize national security, or advocate for feudal superstitions, obscenity, pornography or vulgarity;
(d) violation of operating rules relating to networks, devices or services linked to the Tencent Cloud network; unlawful or unauthorized access, misappropriation, interference or surveillance;
(e) any actual or attempted sabotage of network security, including but not limited to performing malicious scanning of websites and servers, hacking into a system, or unlawfully accessing data by using viruses, Trojans or malicious codes, phishing and so forth;
(f) any actual or attempted modification of system configuration set by Tencent or any actual or attempted sabotage of system security; using technological means to undermine or disrupt the operation or others' use of the Services; any actual or attempted disruption of the normal operation of any products of Tencent or any part or functions thereof in any way, or the production, posting or dissemination of such tools or methods;
(g) activities violating the “Seven Bottom Lines”, where the “Seven Bottom Lines” refers to the baseline standards in the following seven areas: laws and regulations, the socialist system, national interests, citizens’ legitimate rights and interests, national order, moral risks, and information veracity, as promulgated by the competent authorities, and which may be updated or amended from time to time;
(h) Customer being frequently attacked (including but not limited to DDoS attacks) as a result of the provision of services, including but not limited to "DNS resolution", "security services", "domain name proxy" and "reverse proxy", and failing to correct Customer’s practices in a timely manner, or failing to eliminate the effects as requested by Tencent, thereby causing an impact on the Services platform or on others; and
(i) other illegal or non-compliant practices, including but not limited to illegal activities such as gambling, violence, murder, terrorism, instigating crime, defamation, abuse, disruption of internet security and order etc.
3. Customer Information.
(a) Customer shall provide truthful, legitimate and valid information (the "Information") in accordance with the registration procedures for the Services, including but not limited to Customer’s name, contact number, email, telephone number, mailing address, industrial and commercial registration documents and so forth. If any change occurs to the Information, Customer shall promptly notify Tencent of such change.
(b) To ensure Account and transaction security, Tencent shall be entitled to require Customer to carry out real-name authentication at any time, and Customer shall cooperate accordingly. Customer agrees that Tencent Cloud may authenticate Customer’s Information with third parties, and Customer authorize Tencent to obtain all necessary information relating to Customer’s use of the Services.
(c) In order to reasonably protect Customer’s interests and those of Customer’s End Users and other right holders, Tencent shall be entitled to put in place processes and systems specifically devoted to dealing with infringement and complaints, and Customer shall comply with such processes and systems. If Tencent receives a complaint or report from a third party against Customer, Tencent shall be entitled to disclose Customer’s information (including but not limited to Customer’s registered name, identification, contacts, telephone number and so forth) to the complainant as necessary and may urge Customer to consult with the complainant, with a view to promptly resolving such complaint or dispute and protecting the legitimate rights and interests of all parties concerned. Customer shall extend its cooperation; and it acknowledges and agrees that failure to do so may affect its use of the Services.
4. Security. Customer will not install or use any pirated software on the Services, and must take security measures to protect Customer’s computer information systems as required under applicable PRC laws, regulations or rules, including but not limited to installing any required State-approved security products specifically designed for computer information systems.
5. Remedies. If Tencent discovers, on its own or based on information provided by the competent authorities or complaints filed by rights holders, that Customer has violated applicable laws, regulations or rules, or breached the Agreement, including this Attachment, Tencent will be entitled to take any one or more of the following steps at its own discretion:
(a) demand that Customer immediately removes or modifies the content in question;
(b) immediately remove or block the content in question or disable the links in question;
(c) restrict or suspend the provision of the Services to Customer (including but not limited to directly taking Customer’s services offline and withdrawing the relevant resources or setting restrictions on Customer’s operations under its Account(s));
(d) in case of serious violations or breaches, Tencent will have the right to terminate the provision of Services to Customer and terminate the Agreement (including but not limited to directly taking all of Customer’s services offline and withdrawing the relevant resources). The Fees already paid by Customer for any unused service period will be credited to Tencent as liquidated damages; and/or
(e) pursue other liabilities against Customer in accordance with law.
Tencent shall not be responsible or held liable for any damages or losses, including but without limitation to the disruption of Customer’s business operation, deletion of data, etc., arising from the actions taken by Tencent hereunder due to Customer’s breach of the Agreement and the terms and conditions under this Attachment 1. Customer shall indemnify and hold harmless Tencent, its Affiliates, and each of their respective licensors, employees, officers and directors in respect of any damages or losses arising as a result of Customer’s breach of the Agreement or the terms under this Attachment 1.
6. Cooperation with Authorities. In accordance with any applicable PRC laws or regulations, or otherwise in compliance with the inquiry, request, order, or direction of any PRC governmental authorities, regulators, judicial, administrative or other competent authorities, and notwithstanding any confidentiality obligations or non-disclosure obligations whether set forth in the Agreement, the terms of this Attachment 1 or otherwise, Tencent will be entitled to cooperate with any inquiry made by the judicial authorities, administrative authorities or other competent authorities of the PRC, and provide the information, so as to resolve complaints and disputes in a timely manner, and protect the legitimate rights and interests of all parties concerned.
7. Governing Law. The provisions of Section 12.5 of the Agreement (Governing Law) are hereby deleted and restated as follows:
The formation, validity, performance and interpretation of, and dispute resolution in relation to, the Agreement will be governed by the laws of the PRC (excluding the conflicts of law provisions). In the event of any dispute arising out of the Agreement, the parties will first attempt to resolve the dispute through mutual consultations in good faith; if the parties fail to resolve the dispute through such consultations, either party may refer the dispute or conflict to the People's Court in Nanshan District, Shenzhen.