HUAWEI CLOUD Customer Agreement
HUAWEI CLOUD Customer Agreement
If you purchase through any of our Solution Partner, the below terms and conditions are not applicable. Your access and use of Huawei Cloud Services are governed by Huawei Cloud End User License Agreement, please review it athttps://www.huaweicloud.com/intl/declaration/hcpn_eula.html
This Huawei Cloud Customer Agreement (the “Agreement”) contains the terms and conditions that govern your access and use of your Huawei Cloud account (the “Account”) and your use of Huawei Cloud services (the “Services”). This Agreement is entered into by and between Huawei Cloud Contracting Party as defined in Section 15.4 of this Agreement (“Huawei Cloud”, “we”, “us” and “our”) and the entity you represent or you individually if you don’t designate an entity in connection with the Account and Services (“Customer”, “you” or “your”). If you enter into this Agreement for an entity, you represent and warrant that you have the power and authority to do so and to bind the entity to the terms and conditions of this Agreement. This Agreement takes effect as of the date you accept this Agreement, unless otherwise notified by Huawei Cloud. You and Huawei Cloud are each referred to as a “Party” and collectively as “Parties” hereunder.
1. Use of the Services
1.1 Rights Granted. For the Services subscribed, we grant you a non-exclusive, non-transferable, non-sub-licensable and limited right to access and use the Services in accordance with the terms and conditions of this Agreement. You shall comply with this Agreement, applicable laws and regulations in connection with your access and use of the Services. You may allow your End User to access and use the Services, provided that you shall bind the End User to the terms and conditions of this Agreement and be responsible for their breach. If you become aware of any violation of this Agreement caused by an End User, you will notify us immediately and take appropriate actions to remedy such violation, including but not limited to suspend or terminate access or use by such End User.
1.2 Your Account. To access and use the Services, you shall have a Huawei Cloud Account. To create the Account, you shall provide truthful and accurate information. If your information changes at any time, please update such information in your Account to reflect those changes. You are responsible for (a) maintaining the confidentiality of your Account and the security of any passwords, authentication keys or security credentials used for enabling your access to the Services, and (b) all activities that occur under your Account, whether they are your activities, by any End User or otherwise. You will notify us immediately about any unauthorized or misuse of your Account or any security incident related to the Services. You acknowledge and agree that we will not be responsible for any unauthorized or misuse of your Account, unless such is directly caused by our violation of the terms and conditions hereunder.
1.3 Acceptable Use Policy. Other than the terms and condition of this Agreement, you agree to comply with the Acceptable Use Policy, which is incorporated into the terms of this Agreement by reference. You may review the current version of this Acceptable Use Policy at: https://www.huaweicloud.com/intl/declaration/sa_nisr.html.
1.4 Your Content. You will ensure that Your Content will not violate the terms and conditions of this Agreement and applicable laws and regulations. You are solely responsible for the legality, accuracy, integrity and reliability of Your Content. You are solely responsible for securing and maintaining any required notice, consent or authorization with related to your provision of and our processing of Your Content as part of the provision of the Services. We will not assume any obligations and liabilities with relation to Your Content, unless otherwise required by the governing law.
1.5 Third-Party Content. The Services may include or be provided together with Third-Party Content. Third-Party Content may be governed by this Agreement, or if applicable, separate terms and conditions specified in the Services terms and documentations. Third-Party Content is provided on an “as-is” and “as available” basis. We make no representation or warranty of any kind in respect of any Third-Party Content and shall have no liability for any loss, damage, expense or cost of any nature or kind resulting from any Third-Party Content.
1.6 Preview. Preview refers to Services or feature of Services we make available at no charge for trial purpose. Preview Services are provided “as-is” and “as available”, and excluded from SLAs and warranties set forth in this Agreement. Preview Services may not be covered by support, and we may change or discontinue preview at any time and without notice. We are not obligated to release a preview or make preview generally or commercially available.
1.7 Your network and connection. Except otherwise agreed by the Parties in written, you shall (a) ensure that your network and systems comply with the relevant specifications (if any) provided by us from time to time; (b) be solely responsible for procuring and maintaining your network connections and telecommunication links from your systems to our or any third-party's data centers; and (c) be solely responsible for all problems, conditions, delays, delivery failures and all other loss, damage, liability, expense or cost of any nature or kind arising from or relating to your network connections or telecommunication links or caused by the internet.
1.8 After-sales Service. Huawei Cloud provides multi-level support plans. You can enjoy the basic support plan without additional fees, or purchase a support plan at higher level (including developer, business, and enterprise) that offers richer content and better experience. For details about these support plans, visit https://www.huaweicloud.com/intl/en-us/service/supportplans.html
2. Security and Data Privacy
2.1 Our Security. Without prejudice to Section 1.4 and Section 2.3 of this Agreement, we will maintain appropriate administrative, physical and technical measures designed to help you protect the security and confidentiality of Your Content stored in the Services environment. We will not access or use Your Content except as necessary to provide the Services, or to comply with applicable laws and regulations or a binding order of court or government authority.
2.2 Data Privacy. In order to protect the privacy information provided to us as part of the provision of the Service, we will comply with the relevant Huawei Cloud Privacy Statement applicable to the Services subscribed, which are available at: https://www.huaweicloud.com/intl/declaration/sa_prp.html. You may specify the data center region in which Your Content will be stored. We will not move Your Content from the data center region selected by you without your consent, except that when a relocation is required to (a) comply with applicable laws and regulations or a binding order of court or government authority; or (b) provide billing, administrative or technical services or to investigate security incident or violation of this Agreement. We may process certain data in the data center region where you use the Services and the region where we maintain our operation, support and investigation system and personnel.
2.3 Your Security. Without prejudice to Section 2.1 above, you are responsible for any security vulnerabilities and the consequences of such vulnerabilities arising out of or related to Your Content, including but not limited to any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content.
3. Fees and Payment
3.1 Services Fees. You will pay us the applicable fees and charges for the Services subscribed and/or used in accordance with the invoice and rules specified in our Website or the applicable Order Form. We may adjust the pricing, payment methods and rules with 7 days prior notice. You may view the updated pricing, payment methods and rules at: https://www.huaweicloud.com/intl/product/price.html. Service fees will be billed and charged monthly. We will issue invoices to you after monthly bill generated. You agree to pay in the currency as specified in the invoice, within due day on the invoice. You acknowledge and agree that we may adjust your payment frequency or payment method if we reasonably believe that there would be fraudulent or potential breach of your payment obligations.
3.2 Taxes. Fees for Services are exclusive of withholding tax, VAT, sales tax, goods and service tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party is responsible, as required under applicable laws and regulations, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. If any other taxes (including but not limited to withholding tax) are required by relevant law to be levied on any payment, you shall make extra payments to ensure that we would have received payment equal to the amount no taxes had been required. Any additional tax, penalty, interest occurred from your delay or omission of above mentioned tax responsibilities should be borne by you.
4. Representations and Warranties
4.1 Mutual Representations. Each Party represents that it has validly entered into this Agreement and it has the legal power and authority to do so.
4.2 Your Representations and Warranties. You represent, warrant and undertake that (a) you shall comply with all applicable laws and regulations with respect to your activities under this Agreement; (b) you shall comply with the Acceptable Use Policy in connection with your use of the Services; and (c) your use of the Services shall not infringe the Intellectual Property Rights or any other rights of any third party.
4.3 Our Limited Warranty. We warrant that during the Services period, we will perform the Services using commercially reasonable care and skill to meet the terms of the SLA. Your exclusive remedies for breach of this warranty are those set forth in the SLA. We are not responsible for (a) any issues of the Services caused by Your Content or Third-Party Content or products and/or services not provided by us, or (b) any problems caused by misuse or modification of the Services, or use of the Services in violation of the terms and conditions of this Agreement and applicable laws and regulations. Preview Services and trial Services are provided “as-is” and “as available”, without warranties of any kind.
4.4 DISCLAIMERS. WE DO NOT WARRANT THAT (a) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; (b) WE WILL CORRECT ALL DEFECTS OR ERRORS, OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS IN CONNECTION WITH THE SERVICES; or (c) THE SERVICES WILL OPERATE IN CONJUNCTION WITH YOUR CONTENT OR ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY US. TO THE EXTENT PERMITTED BY LAW IN EACH CASE AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE EXCLUDE AND SPECIFICALLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR OTHER COMMITMENTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR OTHER COMMITMENTS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
5. Proprietary Rights and Restrictions
5.1 Your Content. You and/or your licensors retain the Intellectual Property Rights in and to Your Content. You grant us the right to host, process and/or transmit Your Content to operate and provide the Services in accordance with this Agreement.
5.2 Services Offerings. We and/or our licensors retain all ownership, Intellectual Property Rights, titles and interests in and to the Services (including any underlying software programs and all of its portions, reproductions and modifications), derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. Except as expressly provided herein, nothing in this Agreement shall be construed to grant you any rights, titles and interests in and to the Services.
5.3 Restrictions. You may not, and may not cause or permit End Users or others to (a) modify, alter or make derivative works of the Services; (b) disassemble, decompile, reverse engineer, reproduce any part of the Services, or apply any other procedure to derive the source code of any software included in the Services; (c) distribute, resell, sublicense, transfer or assign the Service, except as otherwise provided in this Agreement or agreed by the Parties in written; and (d) access the Services in order to (i) build a competitive product or services; (ii) copy any features, functions or graphics of the Services; or (iii) perform or disclose any benchmark, security testing or performance testing of the Services.
5.4 Feedback and Suggestions. If any feedback, suggestions, requests, recommendations are provided by you or any End User to us or our Affiliate in connection with the operation of the Services ("Customer Suggestion"), you acknowledge and agree that we and our Affiliates are entitled to use the Customer Suggestions without restrictions of any kind, including but not limited to any right to use and incorporate the Customer Suggestion into our Services to develop new features or enhance the performance, functionalities or security of the Services, and we retain all ownership, Intellectual Property Rights, titles and interests thereof.
6.1 Indemnification by us. If a third party makes a claim against you that the Services provided by us and used by you infringes the third party’s Intellectual Property Rights, we will, at our cost, defend you against the claim and indemnify you from the damages, costs and expenses finally awarded by the court to the third party claiming infringement or the settlement agreed to by us, provided that you (a) promptly notify us in written of such claim; (b) give us sole control of the defense and settlement negotiation of the claim; and (c) provide us with all reasonable information, authority and assistance we need to defend against or settle the claim. We may at our discretion (a) modify the Services to be non-infringing while substantially preserving its functionality; (b) obtain a license to allow for continued use; or (c) terminate the provision of the Services and refund the fees prepaid for unused Services upon prior written notice. We will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware, content not provided by us; (b) the claim arises from Your Content, Third-Party Content, or your breach of this Agreement; (c) you alter the Services or use it outside the scope of use identified in the Services Documentation (or you use the Services in a manner contrary to our instructions given to you); (d) the claim arises from any modification to the Services or the underlying software not carried out by us; (e) the claim arises from any necessary implementation of an industry standard or protocol or compliance with any applicable laws and regulations; (f) you continue to use the Services after being notified to stop due to a third party claim; or (g) you fail to cooperate with the upgrade of the Services to the updated version, or fail to implement the recommendations from us, if the infringement claim could have been avoided by using an unaltered updated version or implementing the recommendations we provided.
6.2 Indemnification by you. If a third party makes a claim against us that (a) Your Content or our use of Your Content in accordance with this Agreement or the combination of Your Content with our Services infringes the third party’s Intellectual Property Rights, or (b) Your use of the Services in an unlawful or infringing manner or in violation of this Agreement, you will, at your cost, defend us against the claim and indemnify us from the damages, costs and expenses finally awarded by the court to the third party claiming infringement or the settlement agreed to by you, provided that we (a) promptly notify you in written of such claim; (b) give you control of the defense and settlement negotiation of the claim; and (c) provide you with reasonable information, authority and assistance that are necessary to defend against or settle the claim. We may at our discretion suspend or terminate the provision of the Services, this Agreement or the applicable Order Form, without refund of any fees paid. You will not indemnify us if such claim is caused directly by our breach of this Agreement.
6.3 Exclusive Remedy. This Indemnification section provides the Parties’ exclusive remedy for any infringement claims.
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in the course of their dealings relating to this Agreement whether before or after the date of this Agreement, in any media or format (including written, oral, visual or electronic), whether or not marked or described as "confidential", or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, which relates to the Disclosing Party (or any of its Affiliates), or to the employees, officers, customers or suppliers of the Disclosing Party (or any of its Affiliates). Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure without breach of confidentiality obligations owed to the Disclosing Party; (c) is lawfully disclosed to the other Party free of any obligation of confidence by a third party which itself was not under any obligation of confidence in relation to that information; or (d) is independently developed by the other Party.
7.2 Protection of Confidential Information. Each Party agrees to keep the other Party’s Confidential Information in confidence during the term of this Agreement and for a period of five years thereafter. Each Party shall not disclose the other Party's Confidential Information to any person except with the prior written consent of the other Party or in accordance with this Section 7. Each Party agrees to take appropriate measures to protect the other Party’s Confidential Information but in no event be less than the degree of care that it uses to protect its own confidential information.
7.3 Permitted disclosure. The Receiving Party may only disclose the Confidential Information to its employees, agents or subcontractor who have a need to know and who are subject to confidentiality obligation no less than the degree of protection as required herein. Each Party may only use the other Party’s Confidential Information for the purpose of performing this Agreement, unless otherwise authorized by the other Party. Notwithstanding anything to the contrary, each Party may disclose the other Party’s Confidential Information in a legal proceeding or as required by law.
8. Limitation of Liability
8.1 LIMITATION OF LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY , OUR MAXIMUM AGGREGATE LIABILITY IN RESPECT OF ANY LOSS, DAMAGE, FINES, LIABILITY, CHARGE, PROCEEDING, EXPENSE, OUTGOING OR COST OF ANY NATURE OR KIND INCURRED BY US OR ANY OF OUR AFFILIATES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) AND BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES THAT GIVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
8.2 EXCLUSION OF LIABILITIES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGE, OR ANY LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, DAMAGE TO GOODWILL, REPUTATION, DATA OR DATA USE, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY THAT SUCH DAMAGE OR LOSS MIGHT BE INCURRED BY THE OTHER PARTY.
9. Term, Suspension and Termination
9.1 Term. The term of this Agreement will commence on the effective date specified hereunder and remains in force unless terminated hereunder.
9.2 Suspension. We may suspend your right to access or use the Services if (a) it is reasonably needed to prevent unauthorized access to Your Content; (b) your or your End User’s access and use of the Services is in violation of the Acceptable Use Policy, this Agreement and applicable laws and regulations; (c) you are in breach of your payment obligations; (d) you and your End User’s access and use of the Services may pose security risk to the Services, us or third parties; (e) you and your End User’s access and use of the Services may adversely impact the functionality, availability or operation of the Services; (f) it is required under applicable laws and regulations, or by government authority; (g) you and your End User’s access and use of the Services may subject us, our Affiliates or subcontractors to liabilities or regulatory compliance risks; (h) you may infringe third party’s Intellectual Property Rights; (i) it is reasonably believed that there would be fraudulent activities; (j) you have ceased to operate in the ordinary course, or are in bankruptcy, liquidation, dissolution or similar proceedings. You acknowledge and agree that (a) suspension does not excuse your payment obligation for the services fees charged during or before the suspension period; and (b) you will not be entitled for any refund or services credit for such suspension.
9.3.1 Either Party may terminate this Agreement if the other Party breaches any material term of this Agreement and fails to cure the breach within 30 days from receipt of the notice from the other Party demanding remedy / cure.
9.3.2 You acknowledge and agree that we also retain the right to immediately terminate the Services, applicable Order Form or this Agreement upon notice if any scenario described in Section 9.2 (a) to (j) occurs, and Your Content stored in the Services environment may be deleted immediately.
9.4 Consequences of termination.
9.4.1 Termination of this Agreement shall not (a) affect the accrued rights and obligations of the Parties as at the date of termination; (b) affect the continued operation of Sections 4, 5, 6, 7, 8, 9, 11, 12, 13, 14 and 15 and any provisions of this Agreement which are necessary for the interpretation or enforcement of this Agreement; or (c) relieve you of any of your obligations hereunder to pay any fees and charges under Section 3 accrued or payable to us during the term of this Agreement (including any fees incurred during the suspension period) and you shall immediately pay us all such fees upon the effective date of termination.
9.4.2 Except as provided at Section 9.3.2, upon termination, during the extended and/or retention period as detailed in our website, you may retrieve Your Content.
10. Force Majeure
Neither Party shall be liable for any delay for failure to perform this Agreement caused by acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God (including earthquake, storms or other natural disaster), act of terrorism, war or warlike operations, civil unrest or riot, electrical, internet or telecommunication outage, blockages, embargoes, fire, flood, explosion or malicious damage, or failure of plant or equipment, or change of any law, governmental order, rule, regulation, direction or industry standard. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 60 days, either Party may cancel unperformed Services and the affected orders upon written notice. This section does not excuse your payment obligations hereunder.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with the Governing Law.
11.2 The Parties agree to submit any dispute arising out of or in connection with this Agreement to the exclusive jurisdiction of the Corresponding Court (including any dispute or claim relating to non-contractual obligations).
12. Entire Agreement
12.1 This Agreement incorporates the documents and policies by reference (including reference to information contained in a URL or referenced policy), and is the entire Agreement between you and us regarding the Services. This Agreement replaces, extinguishes and supersedes all prior or contemporaneous representations, communications, understandings, undertakings and agreements (including any collateral contracts of any nature) between you and us, whether in written or oral, regarding the Services. It is expressly agreed by the Parties that the terms of this Agreement and the applicable Order Form will supersede any terms and conditions that is different or in addition to the terms of this Agreement, including any terms in your request for bid/proposal/information, purchase order, receipt, acceptance, confirmation, correspondence or other document.
12.2 Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before the taking effect of this Agreement (together "Pre-Contractual Statements"), unless otherwise explicitly provided in this Agreement.
13. Changes and Modifications
13.1 Changes. We may change or discontinue Services or change or remove functionality of the Services from time to time at our discretion. We will notify you through posting announcement on our Website or otherwise notifying you of material change to or discontinuation of the Services you subscribed. We may update the SLA from time to time in accordance with Section 13.2 below.
13.2 Modifications. We may modify this Agreement, including the documents and policies reference herein, at any time at our discretion by posting a revised version on the Website or by otherwise notifying you. Except otherwise indicated in the modified agreement, documents or policies, the modified terms will come into effect upon posting or notification. You will review such terms regularly on the Website. Your continuous use of the Services after the effectiveness of such modification will be deemed as your acceptance to the modified terms.
14.1 Relationship. Each Party is an independent contractor. This Agreement does not create any partnership, joint venture, agency or employment relationship between the Parties.
14.2 Non-assignment. You will not assign or otherwise transfer all or part of this Agreement to any third party, including your Affiliates, without prior written consent from us. We may assign or transfer any rights or obligations under this Agreement without your consent to our Affiliate. We will notify you, by posting announcement on our Website or through other means, prior to the effectiveness of such transfer or assignment.
14.3 No Third Party Beneficiary. Unless otherwise expressly provided in this Agreement, a person who is not a Party to this Agreement may not enforce any of its provisions hereunder.
14.4 Services Monitoring. In order to (a) operate and provide the Services, (b) detect and address threats to the functionality, security, integrity and availabilities of the Services, (c) support your services requests, and (d) to detect illegal activities or breach of Acceptable Use Policy, this Agreement and applicable laws and regulations, we may continuously monitor the Services.
14.5 Export. In connection with this Agreement, both Parties shall comply with the applicable export and sanction laws and regulations of United Nations, China, United States and other countries. You represent and warrant that you and/or your End User are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the listed maintained by the United Nations Security Council, the United States Government, the European Union or its Member States. You shall be solely responsible for compliance with related to your subscription, access and use of the Services, including but not limited to Your Content you uploaded, process, provided and/or made it available to your End User.
14.6 Financial Compliance. You hereby represent, warrant and undertake that 1) neither you nor (if any) any of your subsidiaries, directors, shareholders, officers, affiliate, agent or employee is a Restricted Party; 2) any fund or payment made to us in any time shall not, directly or indirectly, derived from or related to or involve Restricted Party, money-laundering, terrorist-financing or any other transaction, activities or business that would be in violation of applicable laws and regulations and all or any part of the proceeds or funds you acquired in any time pursuant to this Agreement shall not be, directly or indirectly, used or contributed to, or otherwise made available to fund, support or facilitate any illicit and unlawful transaction, activities or business, including but not limited to those that would reasonably be expected to result in the party being in breach of any applicable Sanctions or prohibited by applicable Sanctions；3) immediately indemnify us on demand against any liability or damage, including but not limited to any losses, fines, penalties, costs, expenses, attorney fees, etc. that we may incur or suffer in connection with your failure to comply with such representation ,warranty and undertaking.
Restricted Party means a person that is (a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (b) located in, permanent resident of, or incorporated under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (c) otherwise a target of Sanctions being a person with whom a US person or other national of a Sanctions Authority would be prohibited by law from engaging in trade, business or other activities;
Sanctions mean economic sanctions laws, regulations or restrictive measures imposed, administered or enforced from time to time by (i) the United Nations; (ii) the European Union; (iii) United States Treasury Department's Office of Foreign Assets Control (OFAC), US Department of State; (ⅳ) HM Treasury of the United Kingdom; and (ⅴ)other competent governmental institutions (collectively, the Sanctions Authorities);
Sanctions List means the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom, any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
14.7 Notice. We may provide notice to you under this Agreement by posting a notice on the Website, email, text. Notice we provide by posting on the Website will be effective upon posting, by email will be effective upon sending out (no matter you receive or read it), by text upon sending out. You shall be responsible to keep your email address or phone number updated.
14.8 Customer Reference. In consideration of our provision of the Services, you acknowledge and agree that we may refer you as our customer in our sales and marketing materials and activities, and if a Party waives a breach of any provision of this Agreement, this will not operate as a waiver subsequent breach of that provision, or as a waiver of a breach of any other provision. we may use your logo for such purpose.
14.9 No Waivers. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision and will not limit the right to enforce such provision at a later time. If a party waives a breach of any provision of this Agreement, this will not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. All waivers shall be explicitly made in writing to be effective.
14.10 Severability. If any term of this Agreement is found to be invalid and unenforceable, the remaining terms of this Agreement will remain effective, and the invalid or unenforceable term will be replaced with another term consistent with the purpose and intent of this Agreement.
15. Agreement Definitions
15.1 “Acceptable Use Policy” refers to the policy located at: https://www.huaweicloud.com/intl/declaration/sa_nisr.html, which is incorporated into this Agreement by reference and may be updated from time to time.
15.2 “Affiliate” in relation to a Party means any person which directly or indirectly controls, is controlled by, or in under common control with that Party. For purposes of the foregoing, “control” shall mean the possession of power to direct or cause the direction of the management and policies of a person, whether through the ownership of equity or voting power, by contract or otherwise.
15.3 “End User” refers to any person you permit to access and use the Services and/or Your Content.
15.4 “Huawei Cloud Contracting Party” refers to the following (for purposes of clarity, the Huawei Cloud Contracting Party will be the Huawei entity associated with the country or region in which you are registered as per the below schedule):
The country/region in which you are registered
Huawei Contracting Party
Huawei Telecommunications (India) Company Private Limited
Countries other than the above
Huawei Services (Hong Kong) Co., Limited
15.5 “Governing Law” and “Corresponding Court” refer to the following and is dependent on the Huawei Contracting Party as per 15.4 above:
Huawei Contracting Party
Huawei Telecommunications (India) Company Private Limited
Laws of India
Arbitration center in New Delhi
Huawei Services (Hong Kong) Co., Limited
Laws of Hong Kong
Hong Kong Court
15.6 “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, trademarks, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (b) proprietary rights in domain names; (c) knowhow and confidential information; (d) applications, extensions and renewals in relation to any of these rights; and (e) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world.
15.7 “Order” or “Order Form” refers to the order you placed with us either online or offline for subscription of the Services.
15.8 “Privacy Statement” refers to Privacy Statement located at: https://www.huaweicloud.com/intl/declaration/sa_prp.html, which is incorporated into this Agreement by reference and may be updated from time to time.
15.9 “Services” refers to the services made available by us or our Affiliates.
15.10 “Services Terms” refers to services terms located at: https://www.huaweicloud.com/intl/declaration/sa_cua.html, which is incorporated into this Agreement by reference and may be updated from time to time.
15.11 “SLA” refers to Service Level Agreement located at: https://www.huaweicloud.com/intl/declaration/sla.html, which is incorporated into this Agreement by reference and may be updated from time to time.
15.12 “Taxes” refers to all taxes, including but not limited to income tax, withholding tax, wealth tax, capital gain tax, value added tax, goods and services tax, service tax, sales tax, surcharge, duties, levies and other similar charges, however designated, which are imposed by law on an entity as a result of the existence or performance of this Agreement or any Local Agreement. “Withholding Party” means the Party that is required by law to deduct any taxes or make any withholding from any amounts payable under this Agreement.
15.13 “Third-Party Content” refers to any third party software, data, interfaces or other products installed, used or downloaded by you in connection with the Services.
15.14 “Your Content” refers to all data (including personal data), software, device, text, images, video, audio, photographs, third-party applications, information, materials, in any format, provided or made available by you and/or your End User that is transferred to, stored in, processing on the Services. Our materials, data and information will not fall within the definition of Your Content.
15.15 “Website” or “Site” refers to Huawei Cloud Website located at: https://www.huaweicloud.com/intl/.
16. Country Specific Terms
The country-specific terms below will replace the above equivalent terms in this Agreement.
If you are registered in India, the above Section 11 will be replaced by the following term.
11.1 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with the laws of India.
11.2 The Parties agree to submit all disputes, controversies or claims in relation to this Agreement, whether contractual or tortious, for arbitration. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or enactment thereof for the time being in force. The place of the arbitration shall be in New Delhi. The arbitration proceedings shall be a sole arbitrator appointed mutually by the Parties and shall be conducted in English language. The award of the arbitration shall be final and binding against the Parties. All costs and expenses in respect of the arbitration shall be borne by the non-prevailing Party.
Any Party may, without violating Section 11.2 above, seek from the courts at Gurgaon, Haryana, any provisional remedy that may be necessary to protect its rights pursuant to this Agreement. Notwithstanding that, the final right of determination of any provisional remedy granted and the ultimate controversy or dispute shall be resolved and decided according to Section 11.2.