Legal Clauses

HUAWEI CLOUD Marketplace Service Agreement

HUAWEI CLOUD Marketplace Service Agreement

HUAWEI CLOUD Marketplace Service Agreement (hereinafter referred to as "this Agreement") is entered into and concluded by and between Huawei Software Technologies Co., Ltd. (hereinafter referred to as "Party C" or "HUAWEI CLOUD"), the Partner of the HUAWEI CLOUD Marketplace (hereinafter referred to as "Party B"), the User who accesses and uses the Marketplace (hereinafter referred to as "Party A").

This Agreement shall come into effect for Party A, Party B, and Party C after Party A accepts this Agreement by clicking "Confirm" on the network page or other methods (such confirmation or accepting date is the "Effective Date"), which means that Party A is deemed to have carefully read and fully understood all clauses in this Agreement and is willing to comply with all clauses in this Agreement and other related agreements. These agreements include but are not limited to HUAWEI CLOUD Marketplace Service Agreement and the service clauses, privacy policies, Service Level Agreements (SLAs), and all other rules and regulations released by Party B or released through Party C. Unless otherwise specified in this Agreement, definitions of quoted terms that are not defined in this Agreement shall be subject to HUAWEI CLOUD Customer Agreement or other agreements (hereinafter referred to as "Related Agreements") concluded between Party A, Party B, and Party C.

1.Definitions
  • 1.1 "This Agreement" includes the clauses in this Marketplace Service Agreement, and orders, settlement bills, and SLAs under such terms. The orders, settlement bills, and SLAs involved in this Agreement have the same legal effect as this Agreement.
  • 1.2 "Marketplace" means a neutral e-commerce platform that is established and operated by Party C. Party B can promote and sell Products based on cloud computing products to Party A. Party A can purchase and use Products through the Marketplace.
  • 1.3 "Products" means the software, images, and services (which are independently developed by Party B or legally provided by Parties who are authorized by the relevant rights holders) traded on the Marketplace, including but not limited to product and service categories such as basic operating environment, database and cache, network security, business management, e-commerce, storage and backup, website building system, business intelligence, information security, industrial software, data migration, troubleshooting, and security O&M.
  • 1.4 "HUAWEI CLOUD Services" means cloud computing infrastructure services, platform services, or application services provided by Party C, including but not limited to Elastic Computing Cloud, Cloud Hosting, Object Storage, and Workspace. Party A accepts and agrees that Party A shall comply with the HUAWEI CLOUD Customer Agreement when ordering and using HUAWEI CLOUD Services.
  • 1.5 "End Users" (Party A) means citizens, legal persons, or other organizations that use or purchase Products and HUAWEI CLOUD Services.
  • 1.6 "Content of Party B" means the content of Products provided by Party B.
  • 1.7 "Content of Party A" means the content that operates on, interacts with, or is uploaded to Products or HUAWEI CLOUD Services using the account of Party A.
  • 1.8 "SLA", short for Service Level Agreement, is an agreement concluded between Party B and Party A. The SLA defines the service type and quality of the service provided by Party B for Party A, and the commitment of Party B towards performance and reliability assurance for Party A.
  • 1.9 "Partner" means a service provider (Party B) that has applied to and been approved by HUAWEI CLOUD to sell to and provide for Party A on the Marketplace, Products, such as software, images, and services based on cloud computing and big data services.
  • 1.10 "Product Termination" means that Party A permanently cannot access, use, query, display, manage, or maintain the Products purchased by Party A through the Marketplace.
2. Application of Products
  • 2.1 To access or use a Product, Party A shall register an account by following the requirements and procedures on the HUAWEI CLOUD Service website (www.huaweicloud.com) and sign this Agreement.
  • 2.2 Party A shall order Products by following the procedures on the HUAWEI CLOUD Service website (www.huaweicloud.com) and Marketplace.
3. Terms of Services
  • 3.1 The subject matters of this Agreement shall be subject to the quantity and specifications of the Products confirmed by Party A through the ordering procedures on the Marketplace.
  • 3.2 Party C is entitled to, without prior consent of Party A and Party B, modify and/or supplement the terms in this Agreement according to national laws and regulations and industry practices of the Marketplace. The modified Agreement only needs to be published on the Marketplace and comes into effect upon the publication. After this Agreement is modified, if Party A and Party B continue to use the services, they are deemed to have accepted the modified terms.
4. Service Support
  • 4.1 Party B provides Party A with service support based on the service support content specified in the ordered Products on the Marketplace. Party C provides Party A with service support based on the service support content specified in the ordered HUAWEI CLOUD Services on the HUAWEI CLOUD Service website (www.huaweicloud.com).
  • 4.2 Party B is entitled to, without prior consent of Party A and Party C, modify the service support content of Products according to the laws and regulations and industry practices of the Marketplace. The modified service support content only needs to be published on the Marketplace and comes into effect upon the time specified in the publication. The modified content shall not substantially degrade the service for Party A during the term of service paid for by Party A.
  • 4.3 Party C is entitled to, without prior consent of Party A and Party B, modify the technical support content of the HUAWEI CLOUD Services according to the laws and regulations and industry practices of the Marketplace. The modified service support content only needs to be published on the HUAWEI CLOUD Service website (www.huaweicloud.com), and comes into effect upon the time specified in the publication.
5. Price and Payment
  • 5.1 The prices and payment methods under this Agreement shall be subject to those specified in the order on the Marketplace submitted by Party A.
  • 5.2 The prices and payment methods of Products are changed based on the market demand. The changed prices and payment methods are subject to those published on the website and come into effect upon the time specified in the publication.
  • 5.3 Unless otherwise specified, vouchers or other promotional activities issued on the HUAWEI CLOUD Service website (www.huaweicloud.com) do not apply to the Products on the Marketplace.
  • 5.4 Party A shall solely pay the bank charges and related fees incurred during the performance of this Agreement.
  • 5.5 Party B shall issue invoices to Party C according to the amount of the monthly reconciliation statement and the tax law. Party A can submit an application for obtaining an invoice on the HUAWEI CLOUD Service website (www.huaweicloud.com) of Party C. Upon receipt of the application, Party C shall issue a full-value invoice to Party A on all fees paid by Party A for purchasing Products of Party C on the Marketplace.
  • 5.6 In the event that a refund is involved, if Party C has issued the corresponding invoice, Party A must return the invoice or issue a credit note according to the tax law. After receiving the returned invoice or credit note, Party C pays the accounting amount of refund to Party A according to the refund process of Party C.
6. Service Provisioning
  • 6.1 If Party A can perform the following operations after logging in to the Marketplace, it is deemed that Product services are provisioned by Party B:
    • 1)On the Console page, Party A can view the ordered Products of the Marketplace.
    • 2)Party A can manage and maintain Products by following related guides provided by Party B.
    • 3)Party A can use the methods recognized by Party B to query the related parameters that are consistent with the selected specifications and models in the order.
  • 6.2 The delivery of the HUAWEI CLOUD Services is subject to the delivery and provisioning terms specified by Party C on the HUAWEI CLOUD Service website (www.huaweicloud.com).
  • 6.3 If Party B and Party C have performed clauses 6.1 and 6.2, it is deemed that Party B and Party C have delivered the Products specified in this Agreement.
7. Modifications to Applications and Services
  • 7.1 Party A shall understand and agree that Party B and Party C are entitled to unilaterally change, suspend, or cancel any Products or some features or functions of Products as required from time to time. If the Products provided by Party B and Party C are suspended or changed, Party B and Party C shall inform Party A of the changes or suspension on the Marketplace or using emails.
  • 7.2 The Products provided by Party B apply to different SLAs. Party A can query the SLAs on related product description web pages published by Party B on the Marketplace. Party A understands and agrees that Party B is entitled to change or add Product SLAs. If SLAs are changed, Party B shall inform Party A of the changes by emails or publishing on the Marketplace. The modified content shall not substantially degrade the service for Party A during the term of service paid for by Party A. Party B shall compensate Party C for any liabilities or obligations arising from such changes.
  • 7.3 Party C provides Party A with the HUAWEI CLOUD Services based on the SLA requirements of the corresponding Products. Party C is entitled to update the SLAs from time to time, and the updated content is subject to that published on the HUAWEI CLOUD Service website (www.huaweicloud.com).
  • 7.4 The effective conditions and time of the aforesaid changes are subject to those published on the HUAWEI CLOUD Service website (www.huaweicloud.com), Marketplace, or email notices sent to Party A. In the event of a conflict between this clause and other related clauses in this Agreement, this clause shall prevail.
8. Provisional Suspension
  • 8.1 If Party B and Party C confirm that any of the following cases happen, Party B and Party C are entitled to provisionally suspend Party A's access to or use of partial or all Products or HUAWEI CLOUD Services after Party B and Party C send a notice to Party A:
    • 8.1.1 While using Products:
      • 1) Party A poses security risks to Party B, Party C, Products, HUAWEI CLOUD Services, or any forth Party.
      • 2) Party A may pose adverse effects on the content or performance of Products, HUAWEI CLOUD Services, systems, or other accounts registered with HUAWEI CLOUD Service website (www.huaweicloud.com).
      • 3) Party A poses responsibilities on Party B, Party C, associated companies of Party C, or any other forth Party.
    • 8.1.2 Party A violates this Agreement, including but not limited to a delay in payment.
    • 8.1.3 Party A transfers assets or performs similar asset disposal in the interests of creditor(s), or Party A has become the subject of bankruptcy, reorganization, liquidation, dissolution, or similar legal actions or procedures.
  • 8.2 In the event that Party B and Party C suspend Party A's access to or use of partial or all Products:
    • 8.2.1 Party A still shall pay any expenses incurred before and during service suspension.
    • 8.2.2 Party A shall pay for any Products that Party A still has rights to use.
    • 8.2.3 During service suspension, Party A cannot enjoy the rights under the corresponding SLAs, including the SLA of the HUAWEI CLOUD Services and Product SLAs.
    • 8.2.4 Unless otherwise specified in this Agreement, Party B and Party C will not delete any Content of Party A due to the service suspension.
    • 8.2.5 During service suspension, Party A shall still pay related expenses for the Products and HUAWEI CLOUD Services if provisional suspension is caused by Party A.
  • 8.3 After Party B and Party C suspend Party A's access to or use of the account, if Party A still fails to take any remedial actions, clear the adverse effect, or compensate any losses within thirty (30) days, Party B and Party C are entitled to terminate this Agreement and inform Party A of such termination by a written notice. Party A shall compensate all the losses caused to Party B and Party C.
9. Rights and Obligations of Party A
  • 9.1 Party A can order and use Products on the Marketplace under this Agreement.
  • 9.2 Within the validity period of this Agreement, Party A can access and use the purchased Products according to the restrictive, irrevocable, non-exclusive, non-sublicensable, and non-transferable license granted by Party B, Party C, or associated companies of Party C for the purpose of fulfilling this Agreement.
  • 9.3 When accessing and using Products, Party A shall comply with the relevant laws, regulations, and rules, including the service terms of Party B and Party C, the Acceptable Use Policy, and other policies on the HUAWEI CLOUD Service website (www.huaweicloud.com).
  • 9.4 Party A shall promptly recharge the account. Otherwise, Party B is entitled to provisionally suspend Party A's use of relevant Products and Party C is entitled to provisionally suspend Party A's use of relevant HUAWEI CLOUD Services.
  • 9.5 Party A shall be liable for all conduct related to its account and Content. In the event that Party A's account or Content causes losses to Party B, Party C, or any forth Parties, Party A shall compensate Party B, Party C, or forth Parties for any losses and eliminate the effect incurred therefrom.
  • 9.6 Party A shall warrant that Party A's Content does not contain any items in violation of the laws, regulations, and international treaties recognized or acceded to by the People's Republic of China (PRC). The aforesaid items include but are not limited to content or links to content that endanger national security, involve obscenity and pornography, deception, insult, slander, intimidation, or harassment, infringe on intellectual properties, personnel rights, or other legitimate rights, and that which go against social orders and morality.
  • 9.7 Party A can engage in related operation activities using Products, including but not limited to running non-profit and for-profit websites, BBSs, and news programs. Party A shall file such activities with or obtain approvals or licenses on such activities from the corresponding government authorities and complete the required administrative procedures promptly in strict accordance with the relevant national laws and regulations. If Party A violates this clause, Party B, Party C, or related departments are entitled to cancel the registration of the websites concerned and/or close them. Party A shall compensate any losses incurred therefrom to Party B, Party C, or related departments, including but not limited to administrative penalties from related government departments, such as Ministry of Industry and Information Technology (MIIT).
  • 9.8 Party A shall appropriately configure and use Products and take security measures to protect and back up Party A's Content, including but not limited to encrypting the Content to prevent it from unauthorized access and archiving the Content on a daily basis.
  • 9.9 Party A shall comply with the requirements of Product technical documents, including but not limited to the developer guides. These documents are provided by Party B and Party C or published on the HUAWEI CLOUD Service website (www.huaweicloud.com) and may be updated from time to time.
  • 9.10 Party A shall not use Products by any means or for any purposes except those defined in this Agreement, including but not limited to modifying, erasing, tampering, or creating derivatives of any software of the Products. Party A shall not reverse engineer, disassemble, or decompile the Products.
  • 9.11 In the event that Party A allows, supports, or helps any of its customers to access or use Party A's Content or Products involved in this Agreement, Party A shall be solely liable for all consequences caused thereby.
  • 9.12 Party A shall enter into a separate agreement with its customers to provide customer services to them. In such a case, Party B and Party C are not responsible for providing any support or service to such customers of Party A.
  • 9.13 If Party A requests an invoice on the purchase of Products, Party A shall submit the required information to Party B or Party C, including but not limited to the postal address and the receiver’s name. Party A shall be solely liable for the submitted information and any losses caused by incorrect submitted information.
10. Rights and Obligations of Party B
  • 10.1 Party B promises to assume all responsibilities and obligations related to its Products and Content.
  • 10.2 Party B shall appropriately configure and use Products and take security measures to protect and back up the Party B's Content, including but not limited to encrypting the Content to prevent it from unauthorized access and archiving the Content on a daily basis.
  • 10.3 Party B shall be liable for providing the corresponding service support for Party A who has purchased Products on the Marketplace and for providing upgrade, maintenance, and technical support on the Products.
  • 10.4 Party B shall be responsible for handling customer consultations and complaints, and related after-sales services caused by various problems in the Products provided by Party B and the layer above the operating system (including the operating system) of the Party B's Products, and shall propose solutions within the time Party B has promised. If Party B cannot determine whether the problems are caused by the layer above operating systems or by the infrastructure, Party B shall locate the problems.
  • 10.5 After the Products on-sale have been removed of withdrawn from the Marketplace, Party B shall continue to provide services and support for Party A who purchased such Products.
  • 10.6 Without affecting the application of clauses 9 and 16 of this Agreement, Party B shall take appropriate and feasible measures to protect the Content of Party A from illegal loss and access. Party B shall promptly check and resolve the faults caused by Party B.
  • 10.7 Party B shall upgrade Products when necessary. The upgraded Products shall be compatible with the existing functions to the extent possible. Party B shall notify Party A of such operation information three days before performing the aforementioned operations. Party A shall cooperate with Party B in upgrading the Products. Party A shall assume all responsibilities for any consequences caused by its lack of cooperation in upgrading the Products.
  • 10.8 Unless otherwise authorized in writing by Party B or other relevant right owners, no one has the right to use, reproduce, modify, change, spread, release, or publish the Product programs, Content, and services of Party B.
11. Rights and Obligations of Party C
  • 11.1 Party C shall be liable for providing the corresponding HUAWEI CLOUD Service support for Party A who has purchased the Products on the Marketplace and for providing upgrade, maintenance, and technical support on the HUAWEI CLOUD Services.
  • 11.2 In the event that Party A does not or fails to make payment(s) as agreed due to insufficient account balance or untimely renewal, Party C is entitled to suspend or terminate the supply of the HUAWEI CLOUD Services bound with Products.
  • 11.3 In the event that the use of Products is terminated by Party A, Party C is entitled to withdraw and re-sell the corresponding HUAWEI CLOUD Services. Party A shall assume any and all liabilities and consequences incurred therefrom.
  • 11.4 Party C shall be responsible for the basic hardware configurations of the HUAWEI CLOUD Services, routine maintenance of the servers, and troubleshooting.
  • 11.5 Party C shall promptly resolve non-human-caused faults that occur when Party A uses the HUAWEI CLOUD Services to the extent possible, except for faults caused by Party A or Party B and/or force majeure, and faults caused by issues beyond Party C's control.
  • 11.6 Party C shall upgrade the HUAWEI CLOUD Service or relocate the equipment room for the HUAWEI CLOUD Services when necessary. The upgraded HUAWEI CLOUD Services shall support the existing functions. Party C shall notify Party A of such operations 14 days before performing the aforementioned operations. Party A shall cooperate with Party C in upgrading the HUAWEI CLOUD Services. Party A shall assume all responsibilities for any consequences caused by its lack of cooperation in upgrading the HUAWEI CLOUD Services.
  • 11.7 Party A shall understand that the HUAWEI CLOUD Services provided by Party C requires management and agree that Party C can take the required technical measures to monitor the running status, website contents, and running programs of the HUAWEI CLOUD Services used by Party A when necessary.
  • 11.8 Without prior consent of Party A, Party C promises not to provide Party B with the personal information of Party A.
12. Intellectual Property Rights
  • 12.1 The intellectual property rights of Products (excluding software from any forth Parties), the HUAWEI CLOUD Services, and their related technical documents provided for Party A belong to Party B or Party C. The rights entitled to Party A to use services and Products provided by Party B or Party C are non-exclusive, non-excludable, non-sublicensable, and non-redistributable. After the service period specified in the Agreement ends, any and all authorizations granted by Party B or Party C for Party A to use the services and Products are automatically terminated.
  • 12.2 Party B shall warrant that its Products and/or Content do not infringe any intellectual property rights of any fourth Parties, including but not limited to patents, copyrights, trademarks, trade secrets, and integrated circuit design rights.
  • 12.3 Without written consent from one Party, neither of the other two Parties shall present and use any trade name, service mark, brand, and trademark of the Party, or allow any forth Party to do so. Party A, Party B, and Party C shall clearly understand that the trade name, service mark, brand, and trademark of one Party are its proprietary assets, and any content in this Agreement does not constitute permission for the other two Parties to use them.
  • 12.4 Party B and Party C acknowledge that the system software and application software provided by them under this Agreement may include forth-party software, whose legal use rights or copyrights are obtained by Party B and Party C through agreements with the forth-party vendors. Party B and Party C vest Party A in using such forth-party software based on the purpose of this Agreement, and such right of use is non-exclusive, non-sublicensable, and non-redistributable. Unless otherwise specified in this Agreement, the intellectual property rights and ownership of all software under this Agreement belong to Party B, Party C, or related forth-party vendors.
  • 12.5 The three Parties shall keep confidential any and all technical secrets and business secrets obtained or learned from each other during the conclusion and performance of this Agreement, respect each other's intellectual property rights and business secrets, and comply with the Anti-Unfair Competition Law of the People's Republic of China, its laws and regulations on intellectual property rights, and all other relevant laws and regulations, both during the validity period of this Agreement and thereafter. Without prior written consent from one Party, neither of other two Parties shall disclose, transfer, license others to use, exchange, donate, or share such secrets with any other individual or organization in any manner, or co-use or improperly use such secrets with any such individual or organization. Any Party who breaches this clause and causes losses to any other two Parties shall bear relevant legal liabilities.
  • 12.6 In the event that a fourth Party reports to Party C, associated companies of Party C, or Party A that the Products, Content, and related services provided by or of Party B under this Agreement infringe on the intellectual property rights or proprietary information of the fourth Party, Party B shall be solely liable for compensating for such infringement and exempting Party C, associated companies of Party C, or Party A from any losses incurred therefrom. In the event that the Products, Content, and related services provided by or of Party B under this Agreement infringe any of the patent rights, copy rights, commercial confidentiality, or other rights of fourth Parties, and Party B becomes the claim object thereby, or Party A and Party C consider that Party B may become the claim object thereby, Party B shall promptly:
    • 1) Exempt Party C and its associated companies or Party A from any infringement responsibilities arising from using the aforementioned products.
    • 2) Modify Products, Content, and services provided by or of Party B so that they will not infringe any of the aforementioned rights.
    • 3) Replace the above-mentioned Products with the products that comply with requirements under this Agreement, meet requirements from Party A and Party C, and do not infringe any rights; and indemnify Party C, associated companies of Party C, or Party A from any appropriate fees and losses incurred from the aforementioned infringement.
13. Privacy Statement
  • 13.1 Protecting the privacy of Party A is a fundamental responsibility of Party B and Party C.
  • 13.2 Party B and Party C shall respect and protect privacy of Party A's information and keep Party A's information confidential according to laws and regulations of the People's Republic of China. Unless otherwise authorized by Party A, Party B and Party C shall not disclose or share any valid identity information contained in Party A's registration information to or with any forth Party, except for the associated companies of Party B and Party C. Additionally, subcontractors of Party B and Party C may share the aforesaid valid identity information, but such subcontractors shall sign corresponding confidentiality agreements. Party A understands and agrees that Party B, Party C, and the associated companies of Party C are entitled to reasonably use the information of Party A. In addition, Party B and Party C shall not disclose any of Party A's information to forth Parties or authorize forth Parties to use Party A's information, except in the following cases:
    • 13.2.1 Provided according to laws and regulations
    • 13.2.2 Provided by Party B and Party C to administrative institutions or judicial organs as required
    • 13.2.3 Provided by Party B and Party C to forth Parties with Party A's consent
    • 13.2.4 Provided by Party B and Party C to take required measures to prevent Party A from violating laws or any rights
    • 13.2.5 Provided by Party B and Party C when Party B and Party C initiate litigation or apply for arbitration against Party A to protect their appropriate rights and interests
    • 13.2.6 Provided by Party B and Party C to forth Parties as required to provide related services for Party A
  • 13.3 Unless otherwise authorized by Party A, specified by laws and regulations, or required by relevant administrative or regulatory institutions, Party B and Party C shall not view, use, or distribute Content of Party A to any forth Party. Party A shall agree and recognize that Party B and Party C may migrate or maintain Content of Party A to fulfill operation and maintenance requirements when providing Products and related services for Party A. Party A knows and acknowledges that the aforementioned operations and maintenance on Content of Party A and relevant data (including personal data) are required by Party B and Party C to provide Products and related services for Party A, and shall not be deemed as any infringement of Party A's privacy and confidential information. Under the prerequisite that Party B and Party C comply with their confidentiality obligations and take appropriate measures to protect Party A's information confidentiality, Party A shall explicitly agree and authorize Party B and Party C to migrate and maintain any Content of Party A and relevant data (including personal data) from the date when Parties enter into this Agreement for the purpose of providing Products and related services to Party A during the validity period of this Agreement. Party A shall also ensure that such authorization has obtained all of the required consent, permits, and approvals, and complies with all of the applicable laws and regulations. Party A shall understand and acknowledge that Party B and Party C cannot guarantee that existing security technologies can protect Party A's information from any losses in any forms although Party B and Party C will strive to protect the information privacy of Party A, and Party A agrees not to assert any rights against the aforementioned behavior of Party B and Party C.
14. Disclaimer
  • 14.1 Party A confirms that the following events or actions implemented by Party B and Party C do not constitute a breach of this Agreement:
    • 13.2.1 Provided according to laws and regulations
    • 1) Service interruptions due to network adjustment and maintenance by Party B and Party C or slow access to Products due to Internet congestion.
    • 2) Taken into account of the special characteristics of computers and the Internet, events arising from hackers' attacks, viruses, technical renovation in the telecom departments, and the disconnection of the backbone line.
    • 3) Unavailability of Party A's services or Content caused by the operations and maintenance implemented by Party B and Party C, provided that Party B and Party C give prior notice to Party A with regard to data backup, service migration, or service suspension. Such operations and maintenance include but are not limited to troubleshooting, system upgrade, system optimization, and system capacity expansion.
  • 14.2 Party B and Party C shall reserve the right to change, upgrade, modify, and transfer Products and related functions at any time at their discretion. Party B and Party C further reserve the right to develop new modules, functions, software, and services for Products. Unless otherwise specified by Party B and Party C, the aforementioned new modules, functions, software, and services are provided in accordance with this Agreement.
  • 14.3 Provided that Party B and Party C have no gross negligence or ill intention, Party A shall agree that Party B and Party C do not need to assume the responsibility for any loss or damage caused by any delay, inaccuracy, errors, or negligence during data transmission when Party A and forth Parties use Products.
  • 14.4 Any other natural persons, legal persons, or organizations may provide forth-party services to Party A as required by independent clauses and charge Party A separately. The services provided by such forth Parties include but are not limited to Products provided by forth Parties, and forth-party applications based on the HUAWEI CLOUD Service website (www.huaweicloud.com). Party B and Party C are not liable for testing or selecting forth-party services. Party A shall use such services at its own risk.
  • 14.5 Within the validity period of this Agreement, if government authorities issue any injunction, similar notice, or requirement against Content of Party A or the Product purchase of Party A, Party B and Party C will notify Party A of such cases as quickly as possible if permitted by law or the government authorities. In such case, Party B and Party C shall not be liable for a breach of this Agreement.
  • 14.6 In the event that Party A's Products and related services cannot be provided or cannot be provided in time, or quality defects exist in Products and services because Party A fails to provide the necessary conditions for the provisioning of Products, Party B and Party C shall not bear the relevant responsibilities.
  • 14.7 In the event that exceptions of Party A's software impact Internet stability (including but not limited to spam and attacks from Party A's software) and may pose serious network security problems for other customers, Party B and Party C are entitled to terminate Party A's use of Products and access to the HUAWEI CLOUD Services. Such action shall not be deemed as a breach of this Agreement by Party B and Party C.
  • 14.8 The Products under this Agreement are provided "as they are", and Party B and Party C make no declaration or warranty in any forms, express or implied, to Products released on the Marketplace, such as infringement, marketability, specific purpose applicability, virus-free, error-free, absolute security, loss-free, or damage-free statements or warranties. Additionally, Party C does not guarantee to completely handle any technical faults and network problems on the Marketplace.
15. Liability for Breach of Agreement
  • 15.1 If the Products purchased by Party A are unavailable due to Party B's fault, Party B shall take the corresponding responsibilities in accordance with the SLA requirements. If the Products purchased by Party A are unavailable due to Party C's fault, Party C shall take the corresponding responsibilities in accordance with the SLA requirements.
  • 15.2 In any event, Party B and Party C shall be liable for their respective breach of this Agreement based on their faults. Party A understands and acknowledges that Party B and Party C are independent agreement signing entities under this Agreement. In no event shall Party B and Party C assume joint or compensatory compensation responsibilities for Party A.
  • 15.3 In the event that this Agreement is terminated by Party A, Party B and Party C have an enforceable right to payment for services delivered to date. In the event that Party A does not or fails to pay for the related costs within thirty (30) days after receiving a written notice from Party B and Party C, Party B and Party C are entitled to resort to the relevant legal procedures to recover any outstanding payments.
  • 15.4 If Party A violates the price and payment requirements on the Marketplace, Party A shall assume the relevant responsibilities and obligations.
  • 15.5 Party A shall compensate for the losses caused by Party A's actions to Party B, Party C, or any forth Party.
  • 15.6 Party A, Party B, and Party C agree and accept that Party C only provides the Marketplace as a sales platform under this Agreement. Within the maximum scope allowed by law, Party C does not provide any expressed or implied warranty or liabilities for any Products sold on the Marketplace. Unless otherwise specified by the mandatory provisions of laws, Party C shall not be liable for any consequential, punitive, special, and derivative losses (including business loss, revenue loss, profit loss, loss of data used, or loss of any other economic benefits) in connection with or arising from this Agreement. Under this Agreement, Party C shall not assume any liabilities for Party B. Unless otherwise specified by the mandatory provisions of laws, Party B shall be solely and fully liable for any losses of Party A during its use of Products.
16. Force Majeure
  • 16.1 "Force Majeure" is any event unforeseeable, unavoidable, or insurmountable for any Party under this Agreement, including but not limited to:
    • 16.1.1 Natural disasters, catastrophic climate, and fire.
    • 16.1.2 War or warlike state, hostilities, terrorist activities, riots, strikes, and industrial disputes.
    • 16.1.3 Governmental actions, such as expropriation, authorization and withdrawal of administrative permits, and siege.
    • 16.1.4 Power outage, magneto-electricity, hacker attacks, and computer viruses.
  • 16.2 In the event that performance of this Agreement for any Party is affected by any event of force majeure, three Parties agree to extend the performance term of this Agreement within the impact scope of the event. Neither of the three Parties shall be liable for any cost or loss caused by force majeure.
  • 16.3 Once a Party is affected by an event of force majeure, the Party shall promptly notify the event to the other two Parties by email or fax. Once the force majeure event stops or is eliminated, the affected Party shall promptly notify the other two Parties by email or fax.
  • 16.4 In the event that the impact of a force majeure event lasts for ninety (90) days or longer, either Party to this Agreement may terminate this Agreement.
  • 16.5 Under no circumstance shall a force majeure event exempt Party A from payment obligation.
17. Agreement Terms and Termination
  • 17.1 This Agreement shall come into effect as of the Effective Date until the three Parties terminate this Agreement by negotiation according to the terms herein.
  • 17.2 Unless otherwise specified in this Agreement, any Party shall not terminate this Agreement without written consent from the other two Parties within the validity period of this Agreement.
  • 17.3 Party B and Party C are entitled to terminate this Agreement in any of the following circumstances at any time:
    • 17.3.1 Party B and Party C are required by the laws, regulations, or any administrative institutions or judicial organs to terminate this Agreement.
    • 17.3.2 Party B and Party C consider that continuously providing Party A with services will cause them heavy economic or technical burdens or pose major security risks to them.
    • 17.3.3 Any changes to the law or policies render it impractical for Party B or Party C to continue to provide Party A with services.
    • 17.3.4 Party A violates this Agreement and fails to take any remedial actions within thirty (30) days of receiving written warning from Party B or Party C.
  • 17.4 The three Parties agree that Party C is entitled to terminate the operation of the Marketplace and HUAWEI CLOUD Services provided that Party C informs Party A and Party B thirty (30) days in advance of the termination through online notices, emails, or any other means. In such a case, Party C shall not assume any liabilities caused thereby. Party A and Party B shall be responsible for the storage, backup, and migration of their data.
  • 17.5 Party A shall promptly back up its Content and data in the Products. After the termination of this Agreement, Party B and Party C are entitled to remove Party A's Content from the Products. Party B and Party C are not liable for any loss of information due to Party A's negligence in backing up the data. If any term of this Agreement becomes partially invalid, completely invalid, or not enforceable for whatever reason, the rest of the terms of this Agreement shall remain valid and binding.
  • 17.6 In the event that Party B and Party C terminate the cooperation between them, both of them are entitled to send a written notice to Party A to unilaterally terminate this Agreement. Party B and Party C shall return the paid but unused amount to Party A, and properly deal with relevant affairs.
18. Modifications to the Agreement
  • 18.1 Party B and Party C are entitled to amend the terms and conditions of this Agreement at any time with a notice on the Marketplace and without Party A's prior consent. The modified terms take effect upon publication of the notice. After this Agreement is modified, if Party A continues to use the Products and services, Party A is deemed to have accepted the modified terms. Without written consent from Party B and Party C, Party A shall not modify this Agreement.
19. Governing Laws and Dispute Resolution
  • 19.1 The establishment, effect, interpretation, performance, and dispute resolution of this Agreement shall be governed by the laws and regulations of the People's Republic of China, regulations launched by telecom regulators, and mandatory national norms of the computer industry.
  • 19.2 Any dispute arising out of this Agreement shall be resolved through friendly negotiation among the three Parties. If such negotiation fails, the three Parties agree to submit the dispute to the Shenzhen Longgang District People's Court for resolution through litigation.
20. Miscellaneous
  • 20.1 Without written consent from Party B and Party C, Party A shall not transfer this Agreement, or any rights or obligations under this Agreement. Party B and Party C are entitled to transfer some or all of the rights or obligations under this Agreement to any forth Party, provided that such a transfer does not affect Party A's rights under this Agreement. Based on the aforesaid provisions, this Agreement is binding upon the three Parties, and protects the interests of the three Parties and the recipients and assignees of the respective rights and obligations of the three Parties.
  • 20.2 All notices from Party B and Party C under this Agreement may be published on the HUAWEI CLOUD Service website (www.huaweicloud.com), through emails, or through regular mails. Such notices shall be deemed to have been effectively given on the date of posting. The notices given through emails shall take effect from the time when they are sent out. Party A shall keep the email address up to date to receive the notices from Party B and Party C. When the notices are sent to the email address associated with Party A's Account, Party A is deemed to have received the notices, regardless of whether Party A has actually viewed such email-based notices or not.
  • 20.3 In the event that the legal entity of Party B to this Agreement is not registered in the Chinese Mainland, HUAWEI CLOUD reserves the right to revise relevant clauses of this Agreement according to the actual situation.
  • 20.4 Party A acknowledges and states that Party A has carefully read and fully understood this Agreement, has requested and obtained full explanations from Party B and Party C for terms about which Party A has doubts, and is willing to formally enter the service application procedure and agrees to be bound by all of the foregoing terms.