HUAWEI CLOUD Customer Agreement

HUAWEI CLOUD Customer Agreement

  • 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 15.3 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 Cloud 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. 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-transferrable, 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 be responsible for their compliance with the terms and conditions of this Agreement. If you become aware of any violation of this Agreement caused by or on behalf of your or an End User, you will notify us immediately and take appropriate actions to remedy such violation, including but not limited to suspend or terminate such access or use.
  • 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 (b) all activities occur under your Account. 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 and solely attributable to 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://intl.huaweicloud.com/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 related 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 without any warranty.
  • 1.6   Preview. Preview refers to Services or feature of Services we make available at no charge for trail 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.

  • 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 confidential 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 a governmental body.   
  • 2.2   Data Privacy. In order to protect the privacy information provided to us as part of the Account registration and management or 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://intl.huaweicloud.com/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 (a) the relocation is necessary to comply with applicable laws and regulations or a binding order of a governmental body, and (b) to provide authentication, billing, administrative or technical support 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 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 pricing, payment methods and rules specified in our Website or the applicable Order Form. We may adjust the pricing at any time at our own discretion. You may view the updated price list at:https://intl.huaweicloud.com/product/price.html. Fees for Services are exclusive of VAT, sales tax, goods and service tax (GTS) 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.
  • 3.2   Taxes. 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 (for example, international withholding taxes) are required to be withheld on any payment, Withholding Party has the right to deduct all taxes from the amount otherwise owed and pay them to the appropriate taxing authority. In such circumstances, Withholding Party will use reasonable efforts to minimize any such taxes to be withheld to the extent legally allowed (including to the extent allowed by the operation of any applicable double taxation agreements or treaties) including the filing of any documents with any relevant taxation authority. Withholding Party will provide Receiving Party with receipts or other applicable evidence substantiating deducted tax payments as required under the laws of the applicable taxing authority within 60 days after the payment is made.

  • 4.       Representations and Warranties
  • 4.1   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   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 beach 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 trail Services are provided “as-is” and “as available”, without warranties of any kind.
  • 4.3   DISCLAIMERS. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT WE WILL CORRECT ALL DEFECTS OR PREVENT ALL THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES 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 all ownership and intellectual property rights in and to Your Content. You grant us the right to host, use, process, display and/or transmit Your Content to provide and ensure proper operation of the Services in accordance with this Agreement.
  • 5.2   Services Offerings. We and/or our licensors reserve all rights, titles and interests in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
  • 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; and (c) distribute, resell, sublicense, transfer or assign the Services unless otherwise authorized by us in written.
  • 5.4   Feedback and Suggestions. If you provide any feedback and/or suggestions to us or our affiliates, we and our affiliates are entitled to use the feedback and suggestions without restrictions, including but not limited to use and incorporate into our Services to develop new features or enhance the performance, functionalities or security of the Services.

  • 6.       Indemnification
  • 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 intellectually 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 party 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 alters the Services or uses it outside the scope of use identifies in the Services Documentation; or (d) 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 current 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 intellectually property rights, or (b) Your use of the Services in an unlawful 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 sole control of the defense and settlement negotiation of the claim; and (c) provide you 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. You will not indemnify us if such claim is caused by our breach of this Agreement.
  • 6.3   Exclusive Remedy. This Indemnification section provides the Parties’ exclusive remedy for any infringement claims.

  • 7.       Non-disclosure
  • 7.1   Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 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 without restriction on the disclosure; 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 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. 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 to a governmental entity as required by law.

  • 8.       Limitation of Liability
  • 8.1   DIRECT LOSS ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, GOODWILL, REPUTATION, DATA OR DATA USE),EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 8.2   LIMITATION OF LIABILITIES. OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT TOGETHER WITH OUR AFFILIATES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

  • 9.       Term, Suspension and Termination
  • 9.1   Term. The term of this Agreement will commerce 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 governmental body; (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; or (i) 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 for the suspension period; and (b) you will not be entitled for any refund or services credit for such suspension.
  • 9.3   Termination. If either Party materially breaches this Agreement and fails to cure the breach within 30 days upon receipt of the notice from the other Party. You acknowledge and agree that we also retain the right to terminate the Services, applicable order or this Agreement if any scenario described in Section 9.2 (a) to (i) occurs. 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 force majeure event beyond reasonable control, including but not limited to acts of God, earthquake, storms, act of war, hostility, sabotage, act of governmental order electrical, internet or telecommunication outage, blockages, embargoes, riots. 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
  • This Agreement is governed by the laws of Hong Kong, without regard to its conflict of law principles. Each Party agrees to submit the dispute to Hong Kong court.

  • 12.   Entire Agreement
  • 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 supersedes all prior or contemporaneous representations, communications, understandings and agreements 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 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.

  • 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 polices, 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.   Miscellaneous
  • 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 this Agreement without your consent to our affiliate in connection with or as part of a corporate reorganization. We will notify you, by posting announcement on our website or through other means, prior to the effectiveness of such assignment. Upon the effectiveness of such assignment, this assignor is fully released from all and any of its obligations and duties to perform the Agreement and the licensee will be deemed substituted for us.
  • 14.3  No Third Party Beneficiary. No third party beneficiary relationships are created by or under this Agreement.
  • 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 and this Agreement, 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, Unites 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  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.
  • 14.7  Customer Reference. In consideration of the Services provided, you agree to participate in our customer reference program. We may refer to you as our customer in our sales and marketing materials. You may also participate in our customer story program, which may include introduction of your adoption of our Services, quote from your senior managers.
  • 14.8  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. All waivers shall be explicitly made in written to be effective.
  • 14.9  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://intl.huaweicloud.com/declaration/sa_nisr.html, which is incorporated into this Agreement by reference and may be updated from time to time.
  • 15.2  “End User” refers to any person you permit to access and use the Services and/or Your Content.
  • 15.3  “Huawei Contracting Party” refers to Huawei Services (Hong Kong) Co., Limited. Notwithstanding anything to the contrary hereunder, if you enter into an agreement with Huawei Services (Hong Kong) Co., Limited’s affiliate to subscribe the Services, such Huawei entity shall assume the corresponding obligations and liabilities, Huawei Services (Hong Kong) Co., Limited will not assume any liabilities directly to you and you shall not claim against Huawei Services (Hong Kong) Co., Limited.
  • 15.4  “Order” refers to the order you placed with us either online or offline for subscription of the Services.
  • 15.5  “Privacy Statement” refers to Privacy Statement located at: https://intl.huaweicloud.com/declaration/sa_prp.html, which is incorporated into this Agreement by reference and may be updated from time to time.
  • 15.6  “Services” refers to the services made available by use or our affiliates.
  • 15.7  “Services Terms” refers to services terms located at: https://intl.huaweicloud.com/declaration/tsa_ssl.html, which is incorporated into this Agreement by reference and may be updated from time to time.
  • 15.8  “SLA” refers to Service Level Agreement located at: https://intl.huaweicloud.com/declaration/sla.html, which is incorporated into this Agreement by reference and may be updated from time to time.
  • 15.9  “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; b) “Withholding Party” means the Party that is required by law to deduct any takes or make any withholding from any amounts payable under this Agreement; and c) “Receiving Party” means the other Party.
  • 15.10            “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.
  • 15.11            “Website” refer to Huawei Cloud Website located at: https://intl.huaweicloud.com/.

  • Lasted updated: Dec. 31, 2018