Tencent Cloud Marketplace Products Cooperation Agreement
Last updated: 2025-12-03 14:20:08
Tencent Cloud Marketplace Products Cooperation Agreement
Last updated: 2025-12-03 14:20:08
This Tencent Cloud Marketplace Products Cooperation Agreement (“Agreement”) is entered into by and between you or the entity you represent (“Product Partner,” “you,” or “your”) and the Tencent Cloud Processing Party (as defined below, referred to as “Tencent Cloud,” “we,” “our,” or “us”) (together, the “Parties”).
This Agreement sets forth the terms and conditions governing your promotion, sale, or provision of any Offerings through Tencent Cloud International Marketplace service platform (“Tencent Cloud Marketplace”), a service platform managed by Tencent Cloud for the display and sale of Offering(s) provided by you. To ensure your smooth onboarding, your effective use of Tencent Cloud Marketplace, and to clarify the respective rights and obligations of both parties, you must carefully read and fully understand the entire contents of this Agreement. You shall not use Tencent Cloud Marketplace unless you have read, understand and accept the terms of this Agreement.
Your completion of the on-boarding process for the Tencent Cloud Marketplace, or any other related actions will also constitute your acceptance of this Agreement. By taking such actions, you (a) confirm that you have read and understood this Agreement; and (b) agree to be bound by its terms and all relevant policies and specifications of Tencent Cloud International Portal. If you breach any terms of this Agreement, Tencent Cloud reserves the right to take all appropriate enforcement measures as specified under this Agreement and as permitted under law.
1. Definitions and Interpretation
1.1. Unless otherwise specified, the following terms shall have the meanings set forth below in this Agreement:
“Account(s)” means the Tencent Cloud Account authorized for you to access Tencent Cloud International Portal and Tencent Cloud Marketplace Service;
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For the purpose of this definition, “control” of a Party means having the power to direct the management and policies of such Party, generally through the ownership of more than fifty percent (50%) of the voting rights or equity interests, or by means of contract, management agreement, voting trust, or otherwise;
“Offering(s)” means any digital content, software, data, or related services independently developed by the Product Partner and offered for sale through the Tencent Cloud Marketplace in accordance with the terms of this Agreement, and which are deployed, delivered, and managed with compatible Tencent Cloud services, from time to time;
“Tencent Cloud International Portal” means the web portal for the Tencent Cloud International, currently located at https://www.tencentcloud.com/;
“Tencent Cloud Processing Party” means the Tencent Cloud Contracting Party identified in the table in Section 3 of the Tencent Cloud Terms of Service (located at https://www.tencentcloud.com/document/product/301/9248) depending on the country/region specified in your account registration information;
“Transaction” means any sale, licensing, or granting of access rights for any paid Offerings;
“Transaction Guarantee Period” means the guaranteed time period during which a User is entitled to request a refund for an Offering purchased on the Tencent Cloud Marketplace;
“Transaction Proceeds” means the sales proceeds received by Product Partner after deducting applicable fees such as the Tencent Cloud Marketplace service fees and taxes (if any) from the total amount paid by Users. Where the Product Partner and Tencent Cloud Marketplace are domiciled in the same tax jurisdiction and subject to the same tax rate, the Transaction Proceeds shall be exclusive of tax; otherwise, they shall be inclusive of tax; and
“User(s)” means any natural person, legal entity, or other organization that purchases your Offerings(s) through Tencent Cloud Marketplace.
1.2. In this Agreement:
(a) use of the singular in this Agreement includes the plural and vice versa;
(b) any reference to a Party or the Parties means a Party or the Parties to this Agreement, including their successors in interest and permitted assigns;
(c) any reference to “persons” includes natural persons, companies, corporations, partnerships, limited liability companies, firms, associations, organizations, governmental authorities, Regulators, foundations and trusts (in each case, whether or not having separate legal personality);
(d) any reference to “persons” includes natural persons, companies, corporations, partnerships, limited liability companies, firms, associations, organizations, governmental authorities, Regulators, foundations and trusts (in each case, whether or not having separate legal personality);any reference to a statute, statutory provision or subordinate legislation shall, except where the context otherwise requires, be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; provided that, as between the Parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party; and
(e) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. General
2.1. You are the seller on record on Tencent Cloud Marketplace for your Offerings(s) and you are solely responsible for your Offerings and any related support you provide in relation to the Offerings for Users. We are not responsible for any Transaction between you and any User, or for any disputes arising out of such Transaction. At our sole discretion, we may assist in resolving any dispute between you and any User, but we are under no obligation to assist, intervene or otherwise be responsible for any Transaction between you and any User.
2.2. We will not retain, use, or disclose your Offerings other than to provide you with the services related to Tencent Cloud Marketplace.
3. Product Partner Onboarding and Tencent Cloud Marketplace Management
3.1 Partner Onboarding
To become a Product Partner for Tencent Cloud Marketplace, you must satisfy all eligibility requirements specified by Tencent Cloud. Specifically, you are required to:
(a) successfully register an Account on the Tencent Cloud International Portal;
(b) be a legally registered business entity in your jurisdiction that is authorized to provide your Offering(s), and provide the following valid documentation to us:
(i) a copy of your corporate business license and a copy of the corporate legal representative's identification card;
(ii) a bank-issued account opening certification or a bank account certification bearing your official seal; and
(iii) the name, phone number, and email address of your corporate contact person.
(c) have a technical and customer service team comprising more than five (5) members, with all team members having one (1) or more years of industry service experience;
(d) comply with all Offering requirements for the Tencent Cloud Marketplace as may be updated by Tencent Cloud from time to time, with or without prior notice; and
(e) satisfy all other requirements that Tencent Cloud may notify you of when you submit your Product Partner application.
If you fail to satisfy any of the foregoing requirements, Tencent Cloud reserves the right to reject your application. You represent and warrant that all information you provide to us as part of the partner onboarding process as set out in Section 3.1 above is true, accurate, complete, and valid, and you authorize Tencent Cloud to engage third Parties to verify the information you provide (if required).
3.2. Information Update
If any of the documentation/information you provided to us above changes at any time, you shall promptly notify us and submit the updated documentation/information, including after your successful registration as a Product Partner. You shall be solely responsible for any liabilities and consequences arising from your failure to provide us with updated documentation/information in a timely manner.
3.3. Account Management
By registering and using your account, you acknowledge and agree that you are fully responsible for maintaining the confidentiality of your Account, and for all activities that are conducted through your Account. This applies regardless of whether such activities are authorized or conducted by you, your employees, or any third parties (including your contractors and agents), and includes situations resulting from your failure to properly safeguard such Account details and access credentials. You agree that you will immediately notify Tencent Cloud of any unauthorized use of your Account or any other breach of security. Tencent Cloud and its Affiliates shall not be responsible for any unauthorized access to your Account, except for situations resulting from our breach of this Section. Any breach of this Section or use of your Account by any person shall be deemed a breach or use by you, and shall not relieve you of your obligations to us. At our sole discretion, we may delete the rights associated with your Account.
3.4. Management Guidelines
In addition to the terms and conditions of this Agreement, you agree to comply and all terms of the various policies, guidelines, and rules published by Tencent Cloud (collectively, the “Additional Terms”). The Additional Terms may be updated from time to time, and you can view the latest versions of the Additional Terms on Tencent Cloud Marketplace and the Tencent Cloud International Portal. The revised Additional Terms shall take immediate effect and replace the original Additional Terms upon their publication.
3.5. Anti-Bribery and Corruption
In the course of collaborating with us on Offerings, you shall comply with all applicable laws, regulations, and guidelines related to anti-bribery and anti-corruption, and immediately report to us any request or demand for improper financial or other benefits received in connection with the performance of this Agreement. You shall not engage in any form of bribery or corruption or take any action that would expose us to liability under such applicable anti-bribery and anti-corruption laws. We are committed to operating with integrity, adhering to business ethics, and complying with all applicable laws and regulations, and maintain a “zero-tolerance” policy towards bribery and corruption. If you violate this Section, or make any false or deceptive statement, representation or warranty, we reserve the right to take legal action against you.
3.6. Suspension or Termination of Cooperation
Regardless of the reason for termination of the cooperation between us and you (including, but not limited to, your voluntary withdrawal from Tencent Cloud Marketplace, or termination due to your breach of this Agreement, or your breach of applicable laws), we have the right to suspend or discontinue your Product Partner status with us and the corresponding rights and benefits. You shall still fulfill the corresponding obligations for Transactions that occurred prior to the suspension or discontinuation of your Product Partner status, including fulfill any Offering cancellation and refund obligations in accordance with this Agreement.
4. OFFERING LISTING
4.1. Offering Listing Application
4.1.1 You may apply to list your Offering on the Tencent Cloud Marketplace based on our terms and the corresponding technical standards (including, but not limited to, relevant unified technical integration requirements), but we reserve the right to make the final decision as to whether to approve your application for such listing.
4.1.2 Any Offerings that you list shall not contain the following content:
(a) any content that infringes the legal rights or interests of any third party, including but not limited to third-party intellectual property rights;
(b) any type of malicious computer program, virus, or system vulnerability;
(c) offerings that may illicitly obtain personal data or corporate information such as identity cards, email addresses, mobile phone numbers, bank accounts, or Tenpay accounts;
(d) offerings that contain a built-in independent user management system that requires the User to re-register or input User information; and
(e) any other content that violates applicable laws, regulations and policies, or Additional Terms of Tencent Cloud Marketplace.
4.1.3 The information description for the listed Offering (including, but not limited to, title, images, tags, pricing, service description, etc.) must be consistent and accurate, shall not embed external link addresses to non-Tencent Cloud websites, and shall not deliberately plagiarize the store or Offering information of other Product Partners already on the Tencent Cloud Marketplace.
4.1.4 Product Partners’ stores must have a clear service agreement or terms of service, a privacy policy or any other documentation we require from time to time that can be publicly disclosed to Users where such display is required by Tencent Cloud.
4.1.5 If an Offering involves relevant administrative approvals or filing requirements, the Product Partner must have obtained the relevant approvals and completed all necessary filings prior to the Offering listing.
4.2 Offering Authorization and License
Following the successful review and approval of your Offering listing application, you hereby grant Tencent Cloud an irrevocable, royalty-free, perpetual, worldwide, non-exclusive and sublicensable license under this section for the purpose of your access to Tencent Cloud Marketplace, for the following purposes:
(a) host, reproduce, display, market, promote, sell, and conduct related operations for the Offering, including to enable Users of Tencent Cloud Marketplace to use, purchase, download, stream, or access the Offering;
(b) use, reproduce, adapt, and modify the trademarks, logos, descriptions, documentation, and marketing materials related to the Product Partner and the Offering solely for the purposes of listing, promotion, and sale of the Offering through Tencent Cloud Marketplace;
(c) facilitate the installation, delivery, and use of the Offering by Users on relevant Tencent Cloud services, utilizing any distribution method or technology currently adopted or future-developed by the Tencent Cloud Marketplace; and
(d) subject to the applicable end user license agreement (either the Tencent Cloud Marketplace End User License Agreement (Standard) or the end user license agreement entered into directly between you and the User), assist Users with accessing and using the Offering on the Product Partner’s behalf.
Product Partner expressly retains ownership of the underlying intellectual property rights in the Offering, but agrees and acknowledges that Tencent Cloud has absolute discretion in determining how the Offering is displayed, marketed, sold, priced, delivered, and supported on the Tencent Cloud Marketplace.
4.3. End User License Agreement
For each Offering, you may independently configure the end user license agreement applicable to your Offering or adopt the Tencent Cloud Marketplace End User License Agreement (Standard Version).
4.4. Pricing
After your Offering application for listing on the Tencent Cloud Marketplace is approved by us, the sales price for that Offering shall be determined according to the Tencent Cloud Marketplace pricing policy. For the avoidance of doubt, the price entered by you into the system upon listing the Offering, once approved by us, shall serve as the actual sales price.
4.5. Rights of Sale
You agree that we (including our Affiliates and agents) shall have the non-exclusive right (a) to directly promote and sell your listed Offerings outside Tencent Cloud Marketplace, but only when bundled with, integrated into, or offered alongside our Tencent Cloud product offerings; and (b) to provide support for, manage, or otherwise participate in the operation of the Offerings as reasonably necessary to facilitate such sales or promotions.
4.6. Delivery and Acceptance Management
You shall ensure that the acceptance record information (including, but not limited to, acceptance criteria, delivery parameters, supporting documents, etc.) provided when listing the Offering on the Tencent Cloud Marketplace is true, valid, complete, accurate, and reflects User requirements. You shall be responsible for resolving any User complaints concerning your Offering, including without limitation, issues relating to Offering unavailability, compliance with applicable laws, or any other liability arising due to inaccurate information. Your Offering shall be confirmed as accepted by a User as soon as a User has downloaded and installed the software product or used the service. The acceptance record completion time will be based on the time confirmed by the User.
4.7. Competition Compliance Management
The Offerings we display on the Tencent Cloud Marketplace may not be exclusive. You understand and agree that we have the right to list Offerings from other Product Partners that are categorically similar to your Offerings. You shall not engage in malicious or other forms of unfair competition with other Product Partners on Tencent Cloud Marketplace, including but not limited to:
(a) purchasing a Product Partner's Offering as a User to leave a malicious review;
(b) maliciously reporting other Product Partners, such as engaging in reporting Product Partners breach of Tencent Cloud Marketplace rules with insufficient and/or false evidence;or
(c) other acts that violate applicable laws and regulations (such as competition laws and consumer protection laws).
4.8. Transaction Compliance Management
4.8.1 You shall not improperly increase your sales records or ratings on Tencent Cloud Marketplace by:
(a) guiding a User to purchase an Offering and subsequently engage in a disguised cash-back or refund by remitting, transferring, or topping up funds to the User;
(b) purchasing your own Offering as a buyer or commissioning others to do so; or
(c) transacting through the Tencent Cloud Marketplace with a buyer whom you know is one of your Affiliates.
4.9. Advertising
If you publish any advertisement or promotion for the Offering on Tencent Cloud Marketplace or outside Tencent Cloud Marketplace environment, you shall comply with all applicable laws and regulations, you shall not engage in false advertising, nor engage in any other promotional or advertising activity that violates laws and regulations. If we participate in or jointly conduct the promotion or advertising of the Offering with you, the relevant rights and obligations shall be subject to a separate agreement between the Parties.
4.10. Open Source Software Management
If your listed Offering contains Open Source Software or is a derivative development based on Open Source Software, you shall comply with the following regulations regarding Open Source Software management:
(a) you warrant that your Offering fully complies with the requirements under all Open Source Software licenses prior to listing;
(b) you shall include a list of all specific Open Source Software that are used and the type of open source license in an open source software notice when listing your Offering. You are responsible to ensure that such use does not violate any Open Source Software license terms. If your Offering is updated or upgraded, you are obligated to also provide an updated list of Open Source Software that are included in the updated or upgraded Offering; and
(c) within the scope permitted by the Open Source Software license, you shall immediately provide the applicable Open Source Software source code free of charge upon our request. We have the right to provide such Open Source Software source code to third parties at the request of such third parties.Your breach of any of the obligations clauses shall constitute a material breach, and we have the right to terminate the Agreement with you.
You shall be responsible for any damages, losses and liabilities incurred or suffered by us due to your breach of the above obligations.
The Tencent Cloud Marketplace is not responsible for Open Source Software compliance review.
You shall assume sole responsibility for any consequences, such as infringement litigation or service interruption, arising from your breach of any Open Source Software license, and Tencent Cloud shall be exempted from any liability. If Tencent Cloud Marketplace is pursued by a third party due to your improper conduct, Tencent Cloud and the User have the right to seek recovery of all losses from you (including legal fees, settlement amounts, etc.).
4.11. Data Security and Compliance
4.11.1 You shall take reasonable and necessary security measures and assume strict security protection responsibility for User information and business data stored and retained within the Offering. You shall bear full responsibility and compensate Users for any corresponding losses suffered due to data security incidents, such as data information leakage, caused by your actions (including, but not limited to, the unauthorized use or sharing of User information and business data). If a delivered Offering is found to have data security risks, you shall unconditionally cooperate with us and our Affiliates in its remediation and improvement.
(a) User Data. The User data you obtain may only be used for the purposes of Offering delivery and service support for the User. Without a User's written consent, you shall not unauthorizedly access, acquire, intercept, or provide User data to any external parties (including, but not limited to, User's personal information), or use User Data for purposes other than those agreed upon with User. If your Offering involves the collection, use, storage, or sharing of User personal information, you must ensure that the personal information processing complies with our Privacy Policy (Privacy Agreement), Data Processing and Security Agreement (Data Processing and Security Agreement) and any other privacy-related documentation we publish from time to time, as well as all applicable data protection laws and regulations.
(b) Data Provided by your Offering. You shall ensure that the data you provide is legal and compliant, and warrant satisfaction of the following requirements:
(i) the data is all publicly available corporate data obtained by you through legal and compliant means, and does not contain information or data that violates laws and regulations, infringes corporate trade secrets, or third party data privacy rights;
(ii) data collected by you using technical means shall comply with laws and regulations and the rules of the party from which the data is collected (including the Robots Protocol). You shall not collect non-public corporate data (including trade secrets) or third party personal privacy data without the written authorization and consent of the right holder; and
(iii) if you procure data from external third-parties, you shall ensure the third party data source meets the compliance requirements for information data collection stipulated in the sub-sections (i) and (ii) above.
4.12. Review or Removal of Offerings
You must provide your Offering to us for review before it can be uploaded, listed, and published for User purchase and/or subscription on the Tencent Cloud Marketplace. Before submitting your Offering to us, you are responsible for testing and confirming its compliance and its compatibility with the operation and terms of this Agreement and the Tencent Cloud Marketplace. We have the right, but not the obligation, to review or test your Offerings at any time, and may accept or decline to list and may remove any of your Offerings from the Tencent Cloud Marketplace at any time and for any reason.
4.13. Removal of Offerings
4.13.1 Once an Offering is listed, you may not arbitrarily stop sales or remove it from the Tencent Cloud Marketplace without our written consent. However, we reserve the right to remove or suspend the provision of any Offering from the Tencent Cloud Marketplace at our sole discretion. We have the right to suspend or remove the Offering after notifying you, and the reasons for removal may include, but are not limited to, the following:
(a) your breach of this Agreement, relevant Tencent Cloud agreements, or applicable laws and regulations;
(b) your Offering is inconsistent with the relevant listing information;
(c) your Offering is alleged to infringe the intellectual property rights of a third party or you have failed to obtain the necessary sales qualifications;
(d) your Offering faces Content or quality complaints, or the Offering poses a security threat to the Tencent Cloud Marketplace, Users, or other third parties due to security vulnerabilities;
(e) your failure to provide support to Users in accordance with this Agreement;
(f) the Offering involves Open Source Software and you failed to comply with the relevant open source licensing provisions as set out in Section 4.10;
(g) you have ceased normal business operations, or are subject to bankruptcy, winding-up, dissolution, or similar proceedings; or
(h) any other reasonable grounds provided by Tencent Cloud.
4.13.2 Following such removal, (a) you shall continue to provide your Offering to existing Users for a minimum of ninety (90) days (hereinafter referred to as the “Wind-down Period”), and the terms (including pricing) shall be at least as favorable as those upon disablement, unless you no longer commercially or otherwise publicly offer products similar to your Offering; and (b) during the Wind-down Period, we will continue to process all payments and refunds for Transactions and collect the applicable Tencent Cloud Marketplace service fees. We may terminate the existing User's use of your Offering at any time based on our agreement with the User or after your Offering’s removal. Tencent Cloud may, at its discretion, notify you of such circumstances and may, at its discretion, take any related action against you that we deem appropriate.
4.13.3 If you wish to voluntarily remove your Offering, you must submit your request to us, and we will remove the Offering within thirty (30) days of receiving your request. Following the removal of your Offering, (a) we will notify Users who subscribed to or purchased the Offering prior to its removal (hereinafter referred to as the “Existing Users”) that they may continue to use the Offering and will continue to receive the same level of service and support until the end of their respective subscription terms; and (b) your Offering will no longer be available for purchase or deployment on the Tencent Cloud Marketplace. Where applicable, we will continue to process payments and refunds for your Offering until the subscriptions of all Existing Users expire.
5. YOUR RIGHTS AND OBLIGATIONS
5.1. Your Rights
Upon successfully applying as a Product Partner on the Tencent Cloud Marketplace, you have the right to conduct the following activities on the cloud application platform:
(a) list Offerings on the platform in accordance with the Tencent Cloud Marketplace Terms of Service;
(b) introduce and explain the functional features, applicable scenarios, and after-sales service, among other descriptive information of the Offering to Users;
(c) complete Transactions through the Tencent Cloud Marketplace, and provide Offerings for compensation or free of charge; and
(d) other activities that may be conducted in accordance with the Tencent Cloud Marketplace Service Terms of Service.
5.2. Your Obligations
As the seller on record on Tencent Cloud Marketplace for your Offerings(s), you are solely responsible for Offerings and all related support you provide to your Users.
5.2.1 You shall be responsible for your Offerings, including but not limited to the Offering description, pricing, license rights, terms and conditions, compatibility with Tencent Cloud Marketplace, and the end user license agreement applicable to your Offering.
5.2.2 You represent and warrant that you possess all necessary rights and have obtained all required license, approvals, authorizations and permissions to list, sell, license, or otherwise make available, and to permit the use of, any and all Offerings you list on the Tencent Cloud Marketplace.
5.2.3 You represent and warrant that all Offerings you list on the Tencent Cloud Marketplace are lawful, accurate, complete, and non-misleading, comply with applicable laws, regulations, rules, industry practices, and the requirements and standards of regulatory authorities, and do not infringe upon the intellectual property rights of any third party, nor breach any of your commitments to third parties. You represent and warrant that you will comply with the trade compliance requirements in the Tencent Cloud Service Agreement that are applicable to your Offerings on the Tencent Cloud Marketplace.
5.2.4 You are responsible for maintaining your Offerings and shall ensure that all software, modules, program files, or any other information, files, or data contained within your Offering on the Tencent Cloud Marketplace are kept up-to-date, and that errors are timely corrected and patches are applied.
5.2.5 You are responsible for providing User-support related to your Offerings, and for assuming liability for User consultations and complaints arising from or caused by the Offering and any issues stemming from the operating system and layers above the operating system that accompany the software. You shall reply and propose a solution within the time frame you have committed to. When it is difficult to determine whether the issue lies with the Offering or with the infrastructure layer below the operating system, you shall first be responsible for problem diagnosis and support services.
(a) Customer Service: You shall provide efficient and reliable online customer service (including but not limited to email and customer service hotline) during service hours.
(b) After-Sales Service: You must provide complete and effective after-sales service for Offerings listed on the Tencent Cloud Marketplace.
(c) Methods and Hours for After-Sales Service:
(i) Following the sale of an Offering on the Tencent Cloud Marketplace, you are required to provide Users with after-sales support for the Offering, such as telephone support, technical support, and product support. The specifics shall refer to the relevant agreements in the description of Product Partner’s Offering.
(ii) You shall provide real-time online service within the service hours of your jurisdiction (10:00 - 18:00) from Monday to Friday, except for public holidays.
(iii) During service hours, there shall be no loss of contact, such as an unanswered customer service call.
(iv) In the event that your Offering becomes unavailable, you must provide the User with alternative solutions, data backup and migration services, and other remedial measures required under the circumstances. Any additional specific remedies agreed upon between you and User shall also be provided.
(d) After-Sales Service Commitment: During the Transaction, you shall provide services to Users in accordance with the agreed terms (including but not limited to order details and any commitments made directly by the Product Partner to the User).
5.2.6 When a User is unable to use the Offering, you shall respond promptly and provide a solution or alternative method within twenty-four (24) hours. When a User experiences difficulty using the Offering due to reduced operational performance, you shall respond promptly and provide a solution or alternative method within forty-eight (48) hours.
5.2.7 You shall be responsible for Users’ use of your Offering and warrant that Users comply with the Tencent Cloud Terms of Service and Additional Terms, and any applicable laws and regulations, including but not limited to laws and regulations governing export and re-export and laws prohibiting use for any purpose restricted by export and re-export laws, including the Export Administration Regulations enacted by the U.S. Department of Commerce.
5.2.8 You shall disclose to us all known potential risks regarding your Offering, including but not limited to risks concerning legal compliance, security privacy, ownership, quality, and intellectual property rights. You shall also immediately notify us of any changes to such risks, including but not limited to any increase, decrease, addition, or address such risks. You shall take corresponding measures to prevent and eliminate the associated risks. You understand and agree that your disclosure and notification of such risks to us do not exempt you from your obligation to take measures to prevent and eliminate such risks, nor do they relieve you of your obligation to compensate us and/or the User for any resulting losses.
5.2.9 You shall properly safeguard your Account and shall not provide the account to unauthorized third parties for use. You are responsible for all acts and omissions in connection with the account for Offering.
5.2.10 You shall not engage in any activity or make any misrepresentation that causes others to mistakenly believe you are a subsidiary, branch, Affiliate, agent, or other entity with a substantial relationship to the Tencent Group, nor shall you cause others to mistakenly believe you are endorsed or recommended by the Tencent Group, except as otherwise agreed upon by both Parties.
5.2.11 Your Offerings listed on the Tencent Cloud Marketplace shall not violate the applicable laws and regulations, this Agreement, and Additional Terms.
5.2.12 You shall be solely responsible for any disputes, penalties, lawsuits, or other matters arising from you, your Offering, or any services, and you are responsible for taking effective measures to indemnify us against any liabilities. Should we incur any losses as a result, you shall compensate us for all losses.
5.2.13 As a Product Partner, you are obligated to guarantee the security of the Offering you provide. You shall keep up-to-date and monitor industry information regarding the security of the Offering in a timely manner and promptly update your Offering to prevent security risks, ensuring that the Offering you provide is secure and safe. Even after the Offering is delivered to Users, you shall ensure the security of the Offering, including but not limited to providing security patches or updates to Users.
5.2.14 When a User is unable to use the Offering due to its abnormal operation, you shall respond promptly and provide a solution or alternative method within twenty-four (24) hours. When a User experiences difficulty using the Offering due to reduced operational performance, you shall respond promptly and provide a solution or alternative method within forty-eight (48) hours.
5.2.15 You are responsible for assuming liability for User consultations and complaints arising from or caused by the Offering and any issues stemming from the operating system and layers above the operating system that accompany the software. You shall reply and propose a solution within the time frame you have committed to. When it is difficult to determine whether the issue lies with the Offering or with the infrastructure layer below the operating system, you shall first be responsible for problem diagnosis and support services.
6. OUR RIGHTS AND OBLIGATIONS
6.1. Our Rights
6.1.1 We have the right to make changes to the Agreement and Additional Terms based on our business needs. The revised Agreement and Additional Terms will be notified to you, and you shall comply with them as of the date of the publication of any new versions of such terms.
6.1.2 We have the right to adjust the security level of the Tencent Cloud Marketplace services or the content, type, and form of the services (including, but not limited to, suspending or terminating part or all of the services), in accordance with applicable laws and the security requirements of applicable jurisdictions, cybersecurity authorities, or basic telecommunications service providers, as well as our own operational needs. You agree to hold us harmless for any service interruption or impact resulting therefrom.
6.1.3 If You commit a breach of this Agreement, we will take the steps specified in the corresponding violation identification and handling process set forth in Appendix I: Tencent Cloud Marketplace Product Partner Violation Handling Schedule of this Agreement.
6.1.4 If we discover, through our own investigation (including auditing your purchase and sale records, quotation lists, configuration lists, and invoices for your Offerings) or based on information from relevant authorities, rights holders, Users, or other complaints, that you have violated relevant laws and regulations or this Agreement, we have the right to, at our sole discretion and at any time, unilaterally take one or more of the following measures:
(a) require you to immediately replace or modify the Offering;
(b) delete or block relevant content or disconnect links, etc.;
(c) restrict the sale of, or directly remove, the Offering;
(d) deduct a corresponding amount from your security deposit and payable settlement fees, depending on the circumstances;
(e) restrict or suspend your use of part or all of the services or functions of the cloud application platform;
(f) terminate your use of the Tencent Cloud Marketplace, disable your Product Partner qualification, and terminate this Agreement;
(g) pursue your legal liability; or
(h) any other measures in accordance with the this Agreement and Additional Terms.
6.1.5 We reserve the right to disclose your information and any other reasonably required information to a rights holder, User, or competent authority: (a) to cooperate with legitimate complaints or investigations; or (b) to comply with legally binding requests or requirements from a competent authority.
6.1.6 If you commit serious violations during the course of your operations, we reserve the right to immediately disable your access to Tencent Cloud Marketplace and permanently suspend your account, and prohibit you from re-applying.
6.2. Our Obligations
6.2.1 We shall ensure the normal operation of the Tencent Cloud Marketplace and, within the scope of the Tencent Cloud Marketplace operations, provide you with technical support and training to assist you in proficient access and use of Tencent Cloud Marketplace.
6.2.2 If a User directly seeks support or raises an inquiry with us, we will first identify the type of issue: pre-sales and in-sales issues will be supported by us centrally. If the issue concerns you or your Offering, we will forward the request to you for handling. If you believe the issue is not related to the Offering or falls within our operational scope of responsibility, you must notify us for processing promptly, no later than twenty four (24) hours after receiving the User's feedback.
Where responsibility for the issue cannot be clearly defined, both Parties shall actively cooperate to jointly resolve any Users’ issue, and you shall not evade or shift responsibility. For the avoidance of doubt, notwithstanding any other sections in this Agreement, our obligations and liabilities concerning the Offerings, you provide shall be limited solely to the specific operational matters for which we are expressly made responsible in this Agreement and the specific service commitments we have made therein. All other obligations and liabilities regarding your Offerings shall be fulfilled and borne by you. Should we, for any consideration, pay compensation or assume any other liability to the User for matters falling outside the scope of the obligations and liabilities we are required to fulfill and bear, we have the right to seek compensation from you.
7. FINANCE AND TAXATION
7.1. Designation
You agree to the appointment of the applicable Tencent Cloud Processing Party as your payment processing agent for the limited purpose of receiving payments from Users on your behalf. The applicable Tencent Cloud Processing Party will process all payments and refunds for Transactions and collect the applicable platform service fee on your behalf. The applicable Tencent Cloud Processing Party’s receipt of funds from a User on your behalf will be deemed receipt of funds by you from the applicable User, and will accordingly discharge the User’s payment obligation to you for the corresponding amount.
7.2. Security Deposit
The security deposit refers to a certain sum of money paid by you to us to guarantee that, during the term of this Agreement, you will comply with this Agreement and the relevant Tencent Cloud Marketplace terms and Additional Terms and provide safe and legal Offerings to Users. If the listing of your Offering involves a security deposit, you shall pay the security deposit in accordance with our relevant policies.
(a) If you breach this Agreement, we have the right to deduct part or all of your security deposit. If the security deposit is insufficient, we have the right to directly deduct from the pending settlement fees until the incurred losses are fully covered. Such losses include, but are not limited to, any fees we have paid or should pay to Users or rights holders based on your Offerings.
(b) If the amount of the security deposit becomes insufficient, you shall timely top up the amount within the designated period.
(c) If you have not violated this Agreement during the cooperation, have no unresolved disputes or complaints, and meet the security deposit refund policies, we will refund the entire security deposit to you without interest within thirty (30) business days after the termination of cooperation and after receiving your original receipt and other proof of payment for the security deposit. If you are unable to return the receipt or other proof of payment issued by us, we have the right to refuse the refund of the security deposit.
7.3. Billing and Collection
You will ensure that all fees and charges payable by a User for your Offerings are billed and collected by us, and you will not provide or establish any other payment method; however, you will seek any remedies available in your agreement with a User if the User materially breaches your agreement with them. We may, at our sole discretion, impose limits on the amount of any Transaction or expenditure, the aggregate amount of all Transactions or expenditures over a period of time, or the number of Transactions during a period of time. We may suspend or decline to process any Transaction that we suspect is fraudulent, illegal, or otherwise violates this Agreement.
7.4. Settlement and Payment
The Offerings offered on the Tencent Cloud Marketplace will be settled according to the following terms:
7.4.1 Settlement Cycle. Upon your initiation of an application, we will perform reconciliation and settlement monthly (calendar month, hereinafter the same) or quarterly (calendar quarter, hereinafter the same) for Offerings that have met the settlement conditions as set out in Section7.4.2 below within the settlement cycle. We will generate the statement for the previous settlement cycle (“Settlement Statement”) and send it to you after review. Should you dispute the information in the Settlement Statement, you may initiate a request for account verification. If it is verified that information in the Settlement Statement is incorrect, the difference will be adjusted in the current or next settlement cycle. If you dispute the information in the Settlement Statement, you shall raise the objection in writing (including by email) within three (3) business days from the date of receipt of such Statement (based on the system date). Failure to raise an objection by the deadline shall be deemed as acceptance of the settlement information, and we will proceed with the settlement based on the content of the statement.
7.4.2 Settlement Conditions. The following conditions must be met simultaneously: (a) the User has completed the order of Offering; (b) the User has confirmed acceptance on the Tencent Cloud Marketplace—the accepted portion is eligible for settlement; and (c) we have received the actual payment for the corresponding order from the User.
7.4.3 Settlement Price. The actual sales price of the Offering is determined according to the pricing strategy of the Tencent Cloud Marketplace. The price, entered by you into the system upon listing and approved by us, will be used to calculate the settlement price at the agreed-upon proportion of the actual sales price, and shall serve as the valid basis for settlement.
7.4.4 Payment Time. Provided the settlement conditions are met, the time at which we initiate payment to you is within fifteen (15) days after both Parties confirm the Settlement Statement is correct and we receive and approve the required invoice provided by you.
7.4.5 Your Account Information. You shall provide us with true and accurate bank account information, and the bank account holder name must be consistent with your registration details. If you need to change your bank account information, you shall notify us in writing and submit an application for changing the bank account information on the Tencent Cloud Marketplace. The change in the bank account will take effect after we receive the notice of change and your application for change is successfully submitted on the cloud application platform. Before the change takes effect, we will not remit payment to the newly designated bank account until it is confirmed that the account details are updated. You shall be solely responsible for any settlement failure caused by inaccurate documentation provided by you or your failure to update information in a timely manner.
7.4.6 Offset and Deductions. Subject to applicable laws, we will deduct any amounts and taxes due to us related to your Offering and associated Transactions from each payment. We may also withhold, deduct, or set off any amounts you owe us or our Affiliates under this Agreement from any Transaction Proceeds. All payments made to you will be sent through the clearing and settlement system to your designated bank account. If an error occurs in processing any Transaction, you authorize us to debit or credit your designated bank account to correct the error, provided that any such correction complies with applicable laws and regulations. If we are unable to deduct any amount from your designated bank account for any reason, you authorize us to: (a) resubmit the debit, along with any applicable fees, to any other bank account or payment instrument you have on file with us; or (b) deduct the debit and applicable fees from future Transaction Proceeds.
7.5. Invoicing
7.5.1 You shall issue value-added tax invoices to Tencent Cloud for the settlement amount of the Offerings on the Tencent Cloud Marketplace that comply with the applicable laws, regulations, and standards of the Tencent Cloud Marketplace. If the invoice you issue is unqualified, you must re-issue a qualified invoice upon receiving our return of the unqualified invoice. Unqualified invoices include, but are not limited to, the following circumstances: (a) issuing or providing invalid invoices such as counterfeit or voided invoices, or invoices in violation of national laws and regulations; (b) incorrect invoice type or information; (c) inconsistency between the invoice tax rate and the Agreement; and (d) failure of invoice certification due to your delayed delivery or incorrect issuance. Each Party shall bear its own respective taxes and fees payable under relevant laws and regulations, and you shall be solely responsible for any supplementary tax payments, fines, interest, and extra costs resulting from your failure to fulfill tax obligations.
7.5.2 If your taxpayer status changes during the settlement cycle (including changes in the invoicing tax rate), you shall notify us in advance.
7.6. Risk of Loss
We will bear the risk of fraud related to the Tencent Cloud network services we provide (excluding your Offerings). You will bear all other fraud or loss risks, including chargeback or credit card fraud risks related to your Offerings and Transactions. We do not guarantee payment on behalf of any User. If we receive a chargeback or determine that a payment related to a Transaction resulted from fraud, you shall immediately reimburse us for the full amount of any applicable Transaction Proceeds already paid to you, along with all associated credit card association, bank, or other payment processing, resubmission, and penalty fees related to the original Transaction.
7.7. Cancellation and Refund
We will accept and process cancellations and provide refunds and adjustments for your Offerings based on the cancellation and refund policy published at the time of the relevant Transaction and any other requirements of the law. You will process all Transaction refunds (and adjustments) through us.
7.7.1 Transaction Guarantee Period. After the successful purchase of the Offering, it enters the delivery and acceptance period:
(a) For a one-time acceptance, delivery is completed upon the User's confirmation of acceptance, and the Transaction Guarantee Period is the period before completion of delivery.
(b) For multi-staged acceptance, the User must confirm acceptance of each stage, and the Transaction Guarantee Period is the period before completion of final acceptance.
7.7.2 Refunds within the Transaction Guarantee Period. Cancellation and full or partial refund for the Offering by Users are permitted within the Transaction Guarantee Period. The specific amount shall be determined based on the amount negotiated with the applicable User, with the cap being the actual amount paid by the User.
7.7.3 Refunds Outside the Transaction Guarantee Period. Orders or contracts that have exceeded the Transaction Guarantee Period, or have exceeded the validity period of the order or contract, are not eligible for cancellation or refund.
7.7.4 Refund Payment. When a User applies for a refund, and we confirm compliance with the refund/cancellation policies, we will issue a refund notification to you and the User. If the refund to the User for the Offering is due to issues relating to you (including issues with the Offering itself), after we refund the User, we will deduct an amount corresponding to the refunded portion from the settlement amount of the current or next payment cycle. If the amount is insufficient, we have the right to deduct it from your security deposit. If no security deposit has been paid or if it is insufficient, you shall immediately remit the remaining balance to us. You shall bear full liability for compensating us for any losses caused by such refunds, including but not limited to service fees and taxes.
7.7.5 Dispute Resolution
(a) You are solely responsible for any User complaints or disputes arising from your violation of the existing or future Offering refund terms in this section, or from refunds you process independently.
(b) You are solely responsible for any disputes, penalties, lawsuits, or other matters arising from your activities in relation to the Tencent Cloud Marketplace, your Offering or any services, and you are responsible for taking effective measures to hold us harmless. If we incur any losses as a result, you shall fully compensate us for all losses suffered.
(c) You understand and agree that, in the event of any complaint or dispute, we, as the operator, have the right to intervene based on the complainant's request or at a time we deem appropriate to maintain platform order. When handling complaints and disputes related to you or your Offering(s), we may review information provided by you and the complainant, make a judgment based on the materials and take corresponding measures in accordance with this Agreement.
7.7.6 Product Partner Evaluation Mechanism for User Refunds.
For Product Partners whose refund order rate exceeds one percent (1%) due to Offering/service reasons, where refund is for any of the following reason(s), such Product Partners may not be eligible to participate in Tencent Cloud Marketplace marketing activities and will be required to improve the quality of their Offering and service within thirty (30) days: (a) Offering does not meet the product descriptions set out by you or contravenes Section 4.1.2 above; (b) Product Partner’s service is untimely in accordance with this Agreement or Product Partner does not cooperate reasonably with us; or (c) Offering or service has not been received by Users.
7.8. Credit
By default, you support Users being able to use the credit limit granted by us when purchasing Offerings. If you do not agree to purchase via User credit, you must check the “Disagree” option when listing the Offering. If the User has not fully repaid the used credit limit, we will not initiate account reconciliation and settlement.
7.9. Taxes
You are responsible for calculating, invoicing (if required), verifying, and paying all sales taxes, use taxes, consumption taxes, import duties, export duties, value-added taxes, withholding taxes, and any other taxes, duties, and fees (hereinafter referred as to the “Taxes”) assessed, incurred, or required to be collected or paid in connection with any Transactions and your Offerings, regardless of the reason for such Taxes. We are not responsible for determining the applicability of any Taxes to any Transaction, nor are we responsible for collecting Taxes, issuing tax invoices, or paying Taxes to any tax authority, nor for reporting any information (including tax payment) about any Transaction.
Notwithstanding the above, when we are bound by a statutory obligation from a competent tax authority, we will calculate, collect, and pay Taxes and provide compliant tax invoices to Users (if applicable). We will report the required details and Transactions as requested by governmental agencies. Regardless of whether we or you are responsible for collecting and paying Taxes, you shall provide any information reasonably requested by any relevant party to the Transaction to reduce or eliminate the amount of Tax withholding or deduction, or to satisfy information reporting or withholding tax obligations related to payments under this Agreement or any of your Tencent Cloud agreements. All fees and payments due to us under this Section are exclusive of any applicable Taxes, deductions, or withholdings (including, but not limited to, cross-border withholding tax).
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall, or shall be deemed or construed to, induce or require you or us to act in any way that is contrary to or penalized by any applicable law, regulation, rule, or requirement for you or Tencent Cloud (including taking or failing to take any action with respect to a Transaction).
8. INDEMNIFICATION
8.1. Product Partner's Indemnification Obligation
You shall defend, indemnify, and hold harmless Tencent Cloud, its Affiliates, and their respective agents, licensors, employees, officers, and directors from and against any losses, suits, or causes of action (including reasonable legal fees) arising from any claims, including but not limited to those arising from or related to:
(a) your Offering or services (including, as applicable, any reseller content) or the reproduction, use, distribution, sale, development, design, production, advertisement, or marketing thereof, infringes or misappropriates any third-party rights (including but not limited to third-party intellectual property rights);
(b) copyright royalties or other payments you are required to pay to a third party arising out of this Agreement;
(d) your breach of applicable laws;
(e) actual or alleged illegal acts, gross negligence, willful misconduct, or fraud by you or a third party acting on your behalf in the course of providing the Offering or services;
(f) tax levies, fines, or penalty related to any Transaction (including penalties arising from your failure to withhold, pay, or report Taxes);
(g) your breach of any representation, warranty, or covenant contained in this Agreement or the Additional Terms; or
(h) workers' compensation or other benefit claims brought by your employees, agents, consultants, subcontractors, or other third parties providing services on your behalf.
We will provide you with: (i) prompt written notice of any claim; and (ii) reasonable assistance, at your expense, in the defense or settlement of the claim. We reserve the right to control the defense and settlement of any claim.
9. CONFIDENTIALITY OBLIGATIONS
9.1. Confidential Information
9.1.1 “Confidential Information” means proprietary and non-public information, news, data, and materials held by a Party and relating to its business, operations, technology, and rights. Confidential Information includes, but is not limited to, either Party's trade secrets, business secrets, technology-related knowledge and information, ideas, concepts, schemes, provided materials or vendor information, user data, personnel data, business plans, promotion and marketing, financial status, and other business activities. The form and carrier of Confidential Information include, but are not limited to, written or oral, documents, discs, diskettes, optical discs, emails, electromagnetic records, reports, correspondence, audio tapes, video tapes, notes, drawings, models, specifications, compiled documents, computer programs, and other media.
9.1.2 Unless otherwise provided in this Agreement, any consultation, discussion, or negotiation carried out by the Parties for the performance of this Agreement, any proposed arrangement or agreement, any operating or operational plans under negotiation, or any other materials related to the aforementioned consultation, discussion, negotiation, arrangement, or agreement, shall be deemed Confidential Information and protected in accordance with this Agreement. Neither Party shall, directly or indirectly, provide or disclose such information to the media, the public, or any third party without the prior written consent of the other Party.
9.1.3 Information or materials shall not be considered Confidential Information if any of the following conditions are met:
(a) information or material that has already been in the public domain or become common knowledge;
(b) information that is independently obtained or developed by the receiving Party without using or referencing any Confidential Information;
(c) information or material that the receiving Party already holds through lawful channels or means prior to disclosure of the disclosing Party;
(d) information or materials obtained or known by the receiving Party through lawful means from a third party who is authorized to provide or disclose such information, and where such third party has not imposed any confidentiality obligations; or
(e) other circumstances where confidentiality is not required as agreed upon by both Parties.
9.2. Obligation of Confidentiality
Both Parties acknowledge and agree that the Confidential Information provided or disclosed by the disclosing Party, or known or held by the receiving Party due to the cooperation, shall be used solely for the purposes of this Agreement. Without the prior written consent of the disclosing Party, the receiving Party shall not, for any other purpose or use, directly or indirectly disclose, copy, arrange, modify, utilize, apply, develop, or otherwise use the Confidential Information in any other manner. Regardless of the reason, the receiving Party shall not reverse engineer, decompile, or disassemble the disclosing Party's prototypes, software, or other materials.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Offerings
For the purpose of this Agreement, regarding the Offerings listed on the Tencent Cloud Marketplace, you represent and warrant that you have the necessary rights (including intellectual property rights) or have obtained the legal authority for the Offering, including to provide it for sale to Users and all related actions to be done on Tencent Cloud Marketplace. We have the right to request that you provide relevant intellectual property certification for verification at any time. Without prejudice to Section 8.1, in respect of any third party claim that the Offering and/or related content infringes their intellectual property rights, you shall defend and hold harmless us, our Affiliates, or Users from any liability for compensation and any losses.
Where the Offering infringes or allegedly infringes the intellectual property rights of any third party, in addition to the indemnification obligations set out in Section 8.1, you shall take remedial measures to either substitute the accused Offering with a functionally equivalent Offering, modify the accused Offering so that it is no longer infringing, or purchase a license from the rights holder, in order to allow Users to continue use.
Neither Party shall use the other Party's trademark and logo for purposes other than those of this Agreement without the other Party’s prior written consent.
10.2. Operational Data
All rights to the operational data of the Tencent Cloud Marketplace belong to us. The aforementioned operational data includes, but is not limited to, any User registration information and User payment data. Without our prior written consent, you shall not cache, save, use, disclose to others, or authorize others to use the aforementioned operational data for any purpose.
10.3. Website
The intellectual property rights to all content on the Tencent Cloud Marketplace, including but not limited to images, materials, website structure, arrangement of website screens, and webpage design, belong to us, our Affiliates or our licensors. Without our prior written consent, you shall not use, publish, or reproduce the name or brand of us or our Affiliates for any marketing, advertising, promotion, or other purposes. Your liabilities and obligations under this Section shall survive the termination of this Agreement.
11. LIMITATION OF LIABILITY
11.1. Disclaimer
You understand and agree that, despite our best efforts to take necessary measures to ensure the normal operation of the Tencent Cloud Marketplace, service interruptions may still occur due to the following risk factors. In the event of such circumstances, we will make every effort to cooperate with relevant parties to promptly restore service, but we shall be exempt from liability for any losses caused to you as a result of:
(a) a Force Majeure Event as defined in Section 12 below;
(b) any faults of the basic telecommunications or power operators, including technical adjustments by telecommunications departments, destruction of telecommunications/power lines by third parties, and installation, modification, or maintenance of telecommunications networks/power resources by telecommunications/power departments’
(c) any cybersecurity incidents, including damage caused by computer viruses, trojans, or other malicious programs, or hacker attacks;
(d) any improper operation by you or failure of a User’s computer software, system, hardware, or communication line; or
(d) other circumstances not due to our fault, which are beyond our control or reasonable foreseeability.
11.2. Exemption
We shall not bear any liability for your Offering being unavailable or removed from the Tencent Cloud Marketplace due to the following reasons:
(a) your failure to provide Offering, provide it in a timely manner, or provide it without defects, resulting from unmet necessary conditions for its activation.
(b) suspension of the sale of your Offering on the Tencent Cloud Marketplace because your Offering exhibits anomalies that affect the stability of the internet, including but not limited to sending large amounts of spam, becoming a source of attack, which may cause a cybersecurity incident or affect other Users.
(c) as required under applicable law or pursuant to the direction of any regulatory authorities;
(d) as a result of any claims by a third party that you infringe upon the legitimate rights and interests of such third party; or
(e) your breach of this Agreement or the Additional Terms or any of your obligations in relation to the provision or operation of the Offering.
11.3. Limitations of Liability
To the maximum extent permitted by applicable law, the total cumulative liability of both Parties for all claims related to this Agreement, the services, and the Offerings, regardless of the cause of action or theory of liability, even if a Party has been advised of the possibility of such loss or damage, shall be limited to the total sum of all fees or amounts paid by you and received by us under this Agreement in the twelve (12) months preceding the event giving rise to the liability. However, nothing in this Agreement shall limit or exclude either Party's liability for any matter for which liability cannot be limited or excluded under applicable law.
12. FORCE MAJEURE
A “Force Majeure Event” refers to events, circumstances or causes beyond its reasonable control that directly the performance of this Agreement, including but not limited to, earthquakes, typhoons, floods, fires, wars, and government prohibitions. If a Force Majeure Event occurs, the obligations of both Parties under this Agreement shall be suspended to the extent and for the duration that the Force Majeure Event affects performance, save in respect of your payment obligations, which shall persist. If the Force Majeure Event obstructing the execution of this Agreement persists for more than thirty (30) days, either Party may terminate this Agreement by providing ten (10) days' written notice to the other Party.
The Party affected by the Force Majeure shall take all reasonable and appropriate actions and measures to mitigate the impact of the Force Majeure Event on the performance of this Agreement.
The Party affected by the Force Majeure Event shall notify the other Party in writing of the reason for its inability to perform this Agreement within seven (7) business days after the occurrence of the Force Majeure Event, and shall provide relevant documentary evidence. Within ten (10) business days after the effect of the Force Majeure Event ceases, the affected Party shall notify the other Party in writing.
13. TERM, SUSPENSION, AND TERMINATION
13.1. Effectiveness
This Agreement shall become effective on the date the Product Partner ticks the online acceptance box and submits the application to become a Product Partner (the “Effective Date”).
The Agreement shall remain in effect (unless terminated earlier in accordance with Sections 13.2.1 and 13.2.2 below) until the end of the calendar year in which the Effective Date occurs and shall automatically renew for successive one-calendar-year terms unless either Party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the then-current calendar year.
13.2. Termination and Suspension
13.2.1 This Agreement shall terminate upon the occurrence of any of the following circumstances:
(a) the Parties agree by mutual written agreement to terminate the Agreement;
(b) if a Force Majeure Event persists for more than thirty (30) days, in which case either Party may terminate this Agreement by providing ten (10) days' written notice to the other Party; or
(c) other certain circumstances for termination provided under applicable laws or as set out in this Agreement.
13.2.2 We may terminate this Agreement immediately without prior notice and without incurring any liability in the following circumstances:
(a) you engage in fraud, misleading conduct, or provide false information.
(b) you fail to pay any fees due and payable by within [thirty (30)] days after the applicable due date.
(c) you breach this Agreement and fail to effectively rectify the breach within 30 days of being notified by us.
(d) if a circumstance for termination provided in Appendix I: Tencent Cloud Marketplace Product Partner Violation Handling Schedule occurs.
(e) you commit an act that infringes upon our legitimate rights and interests.
(f) you apply for cancellation, are cancelled, have your license revoked, or enter bankruptcy or liquidation proceedings.
(g) you have been blacklisted or had cooperation terminated by Tencent due to a violation of other Tencent cooperation agreements or guidelines.
(h) you have no record of successful Transactions of Offerings on the Tencent Cloud Marketplace for three consecutive months, in which case Tencent Cloud has the right to freeze your Tencent Cloud Marketplace Product Partner status. If you have no record of successful Transactions of Offerings for six consecutive months, Tencent Cloud has the right to remove the corresponding Offering and immediately terminate the cooperation.
(i) you no longer meet the applicable eligibility requirements for onboarding.
(j) you violate any applicable laws, regulations, rules, or other regulatory documents.
13.2.3 Should we terminate cooperation with you pursuant to this Agreement due to your breach, we have the right to unilaterally suspend or terminate the provision of services if you subsequently register or use the Tencent Cloud Marketplace, either directly, indirectly, or under another person’s name.
13.2.4 Disablement of Offering refers to an Offering being disabled for a specific reason, with Tencent Cloud notifying existing Users that they can no longer use the Offering. When an Offering is terminated, existing Users may continue to use the Offering until the expiration date specified in the termination notice or the expiration of the validity period of the User's purchase (whichever is longer, hereinafter the “Transition Period”). You must continue to provide any services that are part of your Offering to such existing Users during their Transition Period. After the Transition Period expires, the User may no longer use the Offering, and we shall not bear any responsibility or liability if the User uses your Offering without authorization after this expiration date.
13.2.5 Regardless of the reason for your removal of some or all Offerings, or your exit from the Tencent Cloud Marketplace, you shall, in adherence to the principle of safeguarding User rights and interests, assist in reasonably and legally managing the relationship between you and the Users and rights holders (including but not limited to your continued provision of the Offering and after-sales service, refunding fees, and compensating losses). Should you fail to handle this properly within a reasonable period, we have the right to use your receivables or the security deposit you paid to compensate Users and rights holders based on our independent judgment. If your receivables are insufficient to cover the payment, we have the right to use our own funds to compensate the Users and rights holders, and you shall be responsible for the compensation paid by us. You shall pay the corresponding fees to us within five (5) business days after we pay the compensation fees to the Users and rights holders.
13.2.6 You may terminate your account and this Agreement at any time by following the instructions provided within the Tencent Cloud Marketplace service. Except as otherwise provided by any specific regional terms or specific service terms, if you terminate your account and this Agreement, you will not be entitled to a refund of any fees already paid to Tencent Cloud. Upon your exit, completed Transactions with Users shall be processed as follows:
(a) if the User's purchase has not been completed or has not been started, a full refund operation shall be performed;
(b) after your exit, the Tencent Cloud Marketplace will only support the submission of renewals by Users for the Tencent Cloud self-operated components; and
(c) after your exit, the after-sales service related to the Offering on the Tencent Cloud Marketplace shall be provided by you directly to the User if elected by you.
13.2.7 Regardless of the reason for the termination of this Agreement or the Tencent Cloud Marketplace, you shall be solely responsible for the backup and transfer of data and other information. You must legally protect User rights and interests and shall not harm User rights and interests for any reason.
13.2.8 To the extent permitted by applicable law, Tencent Cloud may, at its sole discretion, immediately notify you in writing to suspend, modify, restrict, or terminate your access to or use of the Tencent Cloud Marketplace service or any part thereof, or your access or use with respect to a service region or territory, if:
(a) you breach any provision of this Agreement;
(b) we reasonably believe that you or the end User have violated any applicable laws, or engaged in any fraudulent or deceptive activity;
(c) you enter into insolvency, liquidation, administrative receivership, bankruptcy proceedings, or any voluntary arrangement with creditors, or are unable to pay debts as they become due;
(d) we are required to do so under applicable law or pursuant to any regulatory direction, court order, or government agency request, or if we consider it reasonable to do so to ensure we do not violate or risk violating the foregoing; or
(e) any current or future regulatory or other requirements that: (i) impose obligations on us that are not generally applicable to businesses operating within the service area; (ii) make it difficult for us to continue providing the affected service; or (iii) we reasonably believe may conflict with this Agreement or the service.
13.3.9 If we suspend your right to access or use some or all of the Tencent Cloud Marketplace, (a) you are not entitled to any refund or fee reduction due to such suspension, unless otherwise required by applicable law or a regulatory authority or provided otherwise in the Agreement; and (b) Tencent Cloud will not remove any of your content as a result of the suspension.
13.3.10 Any losses incurred by Users due to suspension resulting from the circumstances mentioned in Section 13.2.8 above shall be solely borne by you, and you shall hold Tencent Cloud harmless.
13.3.11 If you fail to remedy your breach or eliminate the impact or losses to Tencent Cloud or third parties within thirty (30) days after Tencent Cloud suspends your account access or use for the reasons mentioned above, Tencent Cloud shall have the right to notify you in writing to terminate the Agreement, and the Product Partner shall compensate Tencent Cloud for all losses caused to Tencent Cloud as a result.
13.3. No Liability for Termination
Unless expressly provided by law, if either Party terminates this Agreement pursuant to the foregoing provisions, neither Party shall be liable to the other party for costs, expenditures or commitments related to this Agreement, or damages for loss of anticipated profits or anticipated sales, due to termination. However, termination does not relieve either Party of obligations incurred prior to the effective date of termination.
14. Miscellaneous
14.1. Scope of Agreement
This Agreement includes relevant agreements (including Additional Terms), business rules, and other content pertaining to the Tencent Cloud Marketplace that we may continuously publish on our website at [link]. Upon official publication, the aforementioned content shall form an inseparable part of this Agreement.
14.2. Governing Law
The country/region specified in your registration information determines: (a) the Tencent entity with which you are contracting under this Agreement; and (b) the governing law applicable to this Agreement and your use of the services, as indicated in the table below. Notwithstanding anything to the contrary in these terms, you acknowledge and agree that, to the extent we deem appropriate, the services may be provided by one of our Affiliates, for example, where required to comply with applicable laws and regulations or based on Tencent's internal operational structure in the applicable region. In particular, when the services are provided in China, you acknowledge and agree that the services will be provided by Tencent Cloud Computing (Beijing) Co., Ltd., in accordance with applicable Chinese laws and regulations. “China” refers to the People's Republic of China, and solely for the purposes of this Agreement, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan.
Your Location | Tencent Contracting Entity | Governing Law |
European Economic Area, United Kingdom, and Switzerland | Tencent Cloud Europe BV , a Dutch registered company located at Buitenveldertselaan 1-5, 1082 VA, Amsterdam, the Netherlands | England and Wales |
North America | Tencent Cloud LLC, a Delaware registered company located at Claremont 2747 Park Blvd, Palo Alto, CA 94306. | California, USA |
South Korea | Tencent Korea Yuhan Hoesa, a Korean registered company located at 152, Taeheran-ro, Gangnam-gu (Gangnam Finance Center, Yeoksam-dong), Seoul, KoreaSouth Korea | South Korea |
Rest of the world | Tencent Cloud International Pte. Ltd., a Singapore registered company located at 10 Anson Road, #21-07, International Plaza, Singapore 079903 | Singapore |
14.3. Effectiveness of Agreement
We may send notices to you in accordance with this Agreement via the Tencent Cloud Marketplace website, email, or SMS. Notices we send via the website shall become effective upon posting. Notices sent via email shall become effective upon our sending the email (regardless of whether you receive or read it), and notices via SMS shall become effective upon sending. You are responsible for timely updating your email address or phone number.
14.4. Severability
Should any provision of this Agreement be held invalid or unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully effective and binding upon both Parties.
14.5. Amendments
We may notify you of revised versions of this Agreement, including modifications to the documents and policies referred to herein, by uploading a new version to the website or by other means. Unless otherwise provided in the updated version, document, or policy, the modified terms shall become effective upon posting or notification (whichever is earlier). We recommend that you regularly review this Agreement online. Your continued use of the Tencent Cloud Marketplace after the modified terms take effect shall constitute your deemed your acceptance of the modified terms.
14.6. Assignment
You may not assign or otherwise transfer this Agreement, in whole or in part, to any third party, including your Affiliates, without our prior written consent. You agree and acknowledge that we may, at our sole discretion, assign or transfer any rights or obligations under this Agreement to our Affiliates. We will notify you through the website or other means before the assignment takes effect.
Appendix I: Tencent Cloud Marketplace Product Partner Violation Handling Schedule
Level of Violations | Types of Violations | Description of Violations | Disciplinary Measures |
General | Spam | Refers to the Product Partner's act of publishing advertising information irrelevant to the enrolled service or unhelpful for service completion. | Block the information and remove the Offering |
| Publishing Sensitive Information | Refers to the Product Partner's act of publishing information prohibited by laws, regulations, and administrative rules, or other information that violates public order and good customs. | Block the information and remove the Offering |
| Publishing Obscene/Pornographic Information | Refers to the Product Partner's act of publishing obscene, pornographic, vulgar, or similar information. | Block the information and remove the Offering |
| Unauthorized Use | Refers to the Product Partner's unauthorized use of third-party software, images, audio, or video, including but not limited to profile picture, services, products, store decoration, or store cases. | Block the information and remove the Offering |
Serious | Offline Transaction | The User agrees to an offline transaction guided by the Product Partner, including but not limited to: 1. the Product Partner obtains User information from the Tencent Cloud Marketplace and conducts an offline transaction in any form. 2. The Product Partner guides the User to an offline transaction, regardless of whether the User agrees, whether payment is made, or the amount involved. | Tencent reserves the right to implement clearing-out and permanent account closure, to be determined on a case by case basis at the sole discretion of Tencent. |
| Transaction Diversion | 1. The Product Partner guides the User to transact through other platforms, regardless of whether the transaction is successful. 2. The Product Partner diverts Users to other platforms to increase visit traffic, regardless of User consent. | Tencent reserves the right to implement clearing-out and permanent account closure, to be determined on a case by case basis at the sole discretion of Tencent. |
| Impersonation, Deception, and Confusion | Using impersonation, deception, or confusion to make Users believe that the Product Partner is a subsidiary, affiliate, agent, or any other entity with a substantial relationship to Tencent Group, or to make users believe that the Product Partner has been recommended by Tencent Group, except as otherwise agreed by the Parties. | Clearing-out and Permanent Account Closure |
| Unauthorized Publicity and Promotion | The Product Partner unilaterally discloses or implies cooperation details via public channels (including but not limited to media publicity, marketing materials, social platforms, etc.) without obtaining official written authorization from Tencent Cloud and fulfilling compliance review processes, including but not limited to: 1. Unauthorized Publication: Arbitrarily citing Tencent Cloud brand logos, cooperation project names, business model details, or technical integration solutions. 2. Exaggerating Scope of Cooperation: Making statements about the cooperation, service boundaries, or joint solution capabilities that exceed the scope of the actual agreement. | Clearing-out and Permanent Account Closure |
| Fictitious Transactions | 1. The Product Partner purchases their own services as a buyer or entrusts others to do so (excluding actions taken on behalf of a genuine User). 2. The Product Partner guides the User to purchase an Offering and then negotiates a refund, or performs a disguised refund or cashback via remittance, transfer, or recharge after full payment. | Blocking of Offering and restriction on listing of Offering for a duration of fifteen (15) days |
| Malicious Reporting | 1. The Product Partner, personally or by directing others, repeatedly reports the normal information (including but not limited to Offerings, reviews, services, etc.) of competitors in a short period, severely interfering with the normal Transactions of other Product Partners, regardless of whether direct or indirect impact is caused. 2. The Product Partner makes use of other accounts to interfere with normal Transactions and obstruct the reasonable operations of others. | Blocking of Offering and restriction on listing of Offering for a duration of fifteen (15) days |
| Misappropriation of Others' Accounts | Refers to the misappropriation of another person's Tencent Cloud account, which is suspected of infringing on the property rights of others. | Clearing-out and Permanent Account Closure |
| Fraudulently Obtaining Others' Property | Refers to the Product Partner illegally obtaining property from others through the Tencent Cloud Marketplace for the purpose of illicit gain (e.g., using another brand's image for fraud), which is suspected of infringing on the property rights of others. | Clearing-out and Permanent Account Closure |
| Dishonest Conduct | 1. Failing to commence work within two (2) business days after receiving successful payment from the User (when not due to the User's reason). 2. The Product Partner induces the User to purchase or pay through intentionally misrepresenting Tencent Cloud Marketplace terms and Transaction procedures. 3. The Product Partner fails to honor commitments made during the sale of the Offering. 4. Explicitly breaching a commitment made in written, oral, or other forms. | Blocking of Offering and restriction on listing of Offering for a duration of thirty (30) days |
| Loss of Contact or Inability to Communicate | 1. The Tencent Cloud Marketplace attempts to contact the Product Partner via phone, SMS, email, or internal message after receiving User feedback regarding an inability to contact the Product Partner, but remains unable to establish contact within 48 hours. 2. The User provides evidence proving that they have been unable to reach the Product Partner for 72 consecutive hours without prior notification. 3. The Tencent Cloud Marketplace attempts to contact the Product Partner three consecutive times (via any channel) but is unable to engage in substantive communication regarding a dispute. 4. Maliciously abusing staff, leading to an inability to communicate. | Blocking of Offering and restriction on listing of Offering for a duration of fifteen (15) days |
| Unauthorized Acquisition or Use of Information | The Product Partner uses information collected on the platform for any purpose other than providing the service, or sells, transfers, or discloses the information to any third party. This information includes, but is not limited to, User member names, mobile numbers, addresses, cloud service account passwords, and website data. | Permanent Account Closure |
| Selling Malicious OFFERINGS or Services | The Product Partner engages in acts that actively compromise system security during the service or development, such as account privilege escalation or installing backdoors. | Permanent Account Closure |
| | The listed Offering contains malware, hacking programs, or other items that harm cybersecurity. | |
| | The listed Offering may obtain personal or corporate private information, such as ID numbers, email addresses, mobile numbers, bank accounts, or TenPay accounts. | |
| | The Product Partner unilaterally modifies the User's cloud service security configuration during the service, leading to a User complaint. | Blocking of Offering and restriction on listing of Offering for a duration of fifteen (15) days |
| | The listed Offering has built-in sales or transaction entry for products or services that are not listed on the Tencent Cloud Marketplace. Any and all renewals for the Offering must be processed via Tencent Cloud Marketplace and shall not be processed via other means. | |
| | The listed Offering has a built-in independent user management system that requires the User to re-register or input User information. | |
| | The listed Offering infringes on the intellectual property rights or other legitimate rights of a third party. | |
| Violation of Onboarding Rules | The act of using false qualifications or false information to enroll on the Tencent Cloud Marketplace. | Permanent Account Closure |
| | Selling Offerings deployed on cloud resources belonging to other brands. | Block the information and remove the Offering |
Please note the following:
For violations not explicitly listed in this Schedule, the Tencent Cloud Marketplace shall handle them based on the principles established within this Agreement.
The Tencent Cloud Marketplace reserves the right to apply other necessary punitive measures for breach of contract, in addition to those listed in this Schedule, depending on the severity, scope of impact, magnitude of the consequences of the violation, etc.
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