In order to use the Tencent Healthcare Omics Platform (the “Service”), you shall read and comply with this Tencent Healthcare Omics Platform Service Level Agreement (this “Agreement” or this “SLA”), the Tencent Cloud Terms of Service and the Tencent Healthcare Omics Platform Service Terms of Use. This Agreement contains, among others, the terms and definitions of the Service, level indicators of the Service availability and success rate, compensation plan and release of liabilities. Please carefully read and fully understand each and every provision hereof, and the provisions restricting or releasing certain liabilities, or otherwise related to your material rights and interests, are in bold font or underlined or otherwise brought to your special attention. Please do not purchase the Service unless and until you have fully read, and completely understood and accepted all the terms hereof. By clicking “Agree”/ “Next”, or by purchasing or using the Service, or by otherwise accepting this Agreement, whether express or implied, you are deemed to have read, and agreed to be bound by, this Agreement. This Agreement shall then have legal effect on both you and Tencent Cloud, constituting a binding legal document on both parties.
1. Terms and Definitions
Tencent Healthcare Omics Platform Service refers to a tool-based service provided by Tencent Cloud for task scheduling and computing in the life sciences industry. Through the Service, customers may schedule computing resources related to Tencent Cloud and perform task analysis and management functions. The specific service scope shall be subject to the services purchased by you and the service content actually provided by Tencent Cloud.
1.2 Monthly Service Fee
Monthly Service Fee means to the fees that you purchase and actually consume for using the Service in one (1) month. Such fees do not include any portion that has been purchased but not yet consumed, or fees for other Tencent Cloud products purchased during your use of this Service.
1.3 Service Month
Service Month(s) means the calendar month(s) within the term of the Service purchased by you. For example, if you purchase the Service for a term of three months starting from March 17, there will be four (4) Service Months (the first Service Month from March 17 to March 31, the second from April 1 to April 30, the third from May 1 to May 31, and the fourth from June 1 to June 16). The availability of the Service will be calculated independently for each Service Month.
1.4 Total Time within a Service Month
The Total Time within a Service Month = the total number of days of the Service Month × 24 (hours) × 60 (minutes)
1.5 Service Downtime within a Service Month
If the Service is continuously inaccessible for five (5) minutes or more due to reasons attributable to Tencent Cloud, such time shall be counted as a period of Service unavailability. Any Service interruption lasting less than five (5) minutes shall not be counted as Service unavailability. The aggregate time of Service unavailability calculated in minutes within a Service Month shall constitute the Service Downtime for that Service Month.
2. Service Availability/ Service Uptime Metrics
2.1 Calculation of Service Availability
Service Availability = (1 – Service Downtime within a Service Month / Total Time within a Service Month) × 100%
2.2 Standard of Service Availability/ Service Metrics
The Service Availability of the Service provided by Tencent Cloud will be no less than 99.9%. You are entitled to the compensation as set forth in Section 3 below if the Service Availability fails to meet the aforementioned standard, other than in any circumstance as provided for in Section 5 Release of Liability below.
3. Service Compensation
In respect of this Service, if the Service Availability fails to meet the abovementioned standard, you will be entitled to compensations in accordance with the following terms:
3.1 Standards of Compensation
(1) Compensations will be made in the form of voucher by Tencent Cloud, and you should follow the rules for using the voucher (including the valid term; for details, please refer to the rules of vouchers published on Tencent Cloud’s official website). You cannot redeem such voucher for cash or request to issue an invoice for such voucher. Such voucher can only be used to purchase the Service by using your Tencent Cloud account. You cannot use the voucher to purchase other services of Tencent Cloud, nor should you give the voucher to a third party for consideration or for free.
(2) If the Service Availability in a Service Month fails to meet the standard, the amount of compensation will be calculated for such month independently, and the aggregate amount shall be no more than the applicable Monthly Service Fee paid by you for such month, excluding the portion deducted by a voucher or promotional voucher, due to discounted service fee or otherwise deducted.
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≥ 99% and < 99.9% | 10% of the Monthly Service Fee |
≥ 95% and < 99% | 20% of the Monthly Service Fee |
< 95% | 50% of the Monthly Service Fee |
3.2 Time Limit for Compensation Application
(1) If the Service Availability in a Service Month fails to meet the abovementioned Service Availability standard, you may apply for compensation through (and only through) the support ticket system under your relevant account after the fifth (5th) business day of the month immediately following such Service Month. Tencent Cloud will verify and ascertain your application upon receipt of such application. If there is any dispute over the calculation of the Service Availability for a Service Month, both parties agree that the back-end record of Tencent Cloud will prevail.
(2) You should apply for such compensation no later than sixty (60) calendar days following the expiry of the applicable Service Month in which the Service Availability fails to meet the standard. If you fail to make any application within such period, or make the application after such period, or make the application by any means other than that agreed herein, it shall be deemed that you have voluntarily waived your right to apply for such compensation and any other rights you may have against Tencent Cloud, in which case Tencent Cloud has the right to reject your application for compensation and not to make any compensation to you.
4. SLA Applicability Exceptions
If you use the Service during public testing, beta testing, invitation-based testing, free of charge, or within any free quota, Tencent Cloud will provide the Service in accordance with the product documentation; however, Tencent Cloud does not make any commitment regarding Service Availability or service success rate in such circumstances, and the Service Availability standard and the standards of compensation set forth in this SLA shall not apply.
5. Release of Liabilities
If the Service is unavailable due to any of the following reasons, the corresponding Service unavailability shall not be counted towards Service Downtime, and is not eligible for compensation by Tencent Cloud, and Tencent Cloud will not be held liable to you:
5.1 any malfunction or configuration adjustment of any network, equipment, system or communication line that is not Tencent Cloud facility;
5.2 any hacker attack on your application;
5.3 any loss or leakage of data, passcodes, passwords or other credentials due to your improper maintenance or inadequate confidentiality measures;
5.4 your negligence or any operation authorized by you;
5.5 your failure to comply with Tencent Cloud documentation, this Service’s instructions, or Tencent Cloud’s operational suggestions;
5.6 any Service unavailability or failure to meet the Service Availability standard caused by software installed by you or other third-party software or configurations that are not directly operated by Tencent Cloud;
5.7 any Service unavailability caused by any event of force majeure including but not limited to natural disasters such as floods, hailstorms, tsunamis, typhoons, droughts and fires; government actions such as the promulgation, adjustment or amendment of policies, laws and regulations or other administrative measures by government authorities; social events such as riots, epidemics, wars and strikes (excluding internal labor disputes of either party); and other events that are unforeseeable, unavoidable, insurmountable, have a significant impact on one or both parties or rend the performance of this Agreement impossible.
5.8 any Service unavailability caused by the following circumstances:
(1) changes to basic telecommunications resources, including but not limited to technical adjustments by telecommunications authorities, installation, reconstruction or maintenance of telecommunications or power resources by telecommunications or power authorities, or damage to telecommunications or power lines;
(2) control measures imposed by government authorities or network operators;
(3) congestion of public networks, decline in network operating efficiency, or hacker activities;
(4) other circumstances not attributable to Tencent Cloud or beyond Tencent Cloud’s control or reasonable foreseeability;
5.9 suspension or termination of servers due to your failure to purchase or pay the Service Fees as agreed;
5.11 any short interruption or suspension of the Service caused by routine maintenance conducted by Tencent Cloud as described in the Tencent Cloud Terms of Service. 5.12 any Service unavailability or failure of the Service to meet the Service Availability standard due to reasons not attributable to Tencent Cloud; and
5.13 any circumstances under applicable laws and regulations, relevant agreements (including the Tencent Cloud Terms of Service and other agreements referenced herein), applicable rules (including descriptions of service content, pricing and other matters on Tencent Cloud’s official website, as well as terms accepted by you during the purchase and use of the Service, and relevant documentation), or any rules or guidelines separately issued by Tencent Cloud that provide that Tencent Cloud may be exempted from liability or compensation obligations. 6. Miscellaneous
6.1 The parties hereto acknowledge and agree that, for any losses incurred by you during the course of using the Service due to any breach by Tencent Cloud, the aggregate compensation amount payable by Tencent Cloud shall under no circumstance exceed the total service fees you have paid for the relevant Service that is not performed. If you have used the Service for more than twelve (12) months, the aggregate compensation amount payable by Tencent Cloud shall not exceed the total service fees you have paid for the Service during the twelve (12) months preceding the occurrence of such losses.
6.2 Tencent Cloud has the right to amend the terms of this Agreement as appropriate or necessary in light of changes in due course. You may review the most updated version of relevant Agreement terms on the official website of Tencent Cloud. If you disagree with such revisions made by Tencent Cloud to this Agreement, you have the right to cease using the Service; by continuing to use the Service, you shall be deemed to have accepted the Agreement as amended.
6.3 The descriptions of the Service content, pricing and other service matters on the relevant pages of the Tencent Cloud official website (https://www.tencentcloud.com), together with the page terms and documentation that you agree to when purchasing or using the Service, shall constitute an integral part of this Agreement. As an ancillary agreement to the Tencent Cloud Terms of Service, this Agreement is of the same legal effect as the Tencent Cloud Terms of Service. In respect of any matter not agreed herein, you shall comply with relevant terms under the Tencent Cloud Terms of Service. In case of any conflict or discrepancy between this Agreement and the Tencent Cloud Terms of Service, this Agreement prevails to the extent of such conflict or discrepancy. (End of Document)