PRC Terms of Service(English)
Last updated: 2017-12-22 16:29:49PDF
- Section 1 General Provisions
- Section 2 Account
- Section 3 Service Rules
- Section 4 Client's Rights and Obligations
- Section 5 Tencent Cloud's Rights and Obligations
- Section 6 Intellectual Property Rights, Confidentiality and Privacy
- Section 7 Limitation of Liability
- Section 8 Notice and Service
- Section 9 Term
- Section 10 Supplemental Provisions
1. This English version of the Tencent Cloud Service Agreement is for your information and reference only.
2. This document is also available in Chinese version. In case of any discrepancy or inconsistency, the Chinese version of this document shall prevail.
Welcome to Tencent Cloud Services!
In order to use Tencent Cloud Services (which may also be referred to as the "Services"), you must read and comply with this Tencent Cloud Service Agreement (this "Agreement"). Please read the terms carefully and make sure that you fully understand the same, especially the provisions on limitation or exemption of liability, as well as those in relation to separate agreements and rules for activating or using certain services. The provisions on limitation or exemption of liability may be bolded or underlined for your special attention.
Unless you have read and accepted all of the terms of this Agreement as well as all related agreements and rules, you shall not have the right to use the Services. By acknowledging and agreeing to accept this Agreement, or otherwise using the Services, you acknowledge that you have read and agreed to be bound by the foregoing agreements and rules.
If you commit any breach of this Agreement, Tencent Cloud shall have the right to unilaterally restrict, suspend or terminate the provision of services to you or take other such measures at any time depending on the nature of your breach, and shall have the right to pursue liability against you, in accordance with this Agreement. This Agreement applies to your registration for and use of the products and services in the mainland of the People's Republic of China.
Section 1 General Provisions
1.1 "Tencent Cloud Services" refers to the system services comprised of various types of products and services created for the purpose of catering to the different product/service needs of various websites, applications and so forth, including computing and networking; storage and CDN; cloud databases; cloud security; monitoring and management; domain name services; mobile and communications; video services; big data and AI.
1.2 The types, service standards, rules of use, settlement methods (including but not limited to pre-payment, post-payment and so forth, similarly hereinafter), rates and other details concerning Tencent Cloud Services (collectively referred to as "Service Rules") shall be subject to the specifications found on Tencent Cloud's official website (https://intl.cloud.tencent.com) and the instructions indicated on the webpage when purchasing the specific services, unless this Agreement or the parties agree otherwise.
1.3 Tencent Cloud shall be entitled to make adjustments to the Tencent Cloud Service Rules at any time by publishing such changes by way of a public announcement on its website, email notification, text message notification or other such means without further consent from you.
1.4 As a neutral provider of internet services and technical support services, Tencent Cloud is merely providing you with various technical services. You shall be the sole developer and operator of, and shall assume full liability for, your websites, applications and any other of your products, services, related content and so forth.
1.5 Both parties warrant that they have obtained the qualifications for lawful operations in accordance with relevant PRC regulations, and that they have the relevant qualifications to deal in their products and services in accordance with law. You shall submit filings with respect to your website access in accordance with national and local requirements; otherwise, Tencent Cloud shall be entitled to refuse to provide internet access and other such services pursuant to national laws and regulations.
Section 2 Account
2.1 You may use a QQ number or other means supported by Tencent Cloud Services to complete the registration process as instructed on the registration page of Tencent Cloud's official website, and obtain a Tencent Cloud Services account ("Tencent Cloud Account").
2.2 You must comply with the QQ Number Rules if you use a QQ number to register. In order to safeguard the security and independence of the Tencent Cloud Account, you must apply for a new QQ number to be used for Tencent Cloud Services only.
2.3 You shall provide truthful, legitimate and valid information (the "Information") in accordance with the registration procedures for Tencent Cloud Services, including but not limited to your name, contact, email, telephone, mailing address, industrial and commercial registration documents and so forth. If any change occurs to the Information, you shall promptly notify Tencent Cloud of such change in writing or update such information in accordance with Tencent Cloud system rules.
2.4 This Agreement is applicable to all Tencent Cloud Accounts under your name. As the Tencent Cloud Account(s) will serve as the means of identifying you in regard to your use of the Tencent Cloud Services, you shall adopt all necessary and effective measures to protect the confidentiality your Tencent Cloud Account(s), and shall be responsible for all activities carried out under such account(s).
2.5 To ensure account and transaction security, Tencent Cloud shall be entitled to require you to carry out real-name authentication at any time, and you shall cooperate accordingly. You agree that Tencent Cloud may authenticate you by verifying your identity, credentials and other such information with third parties, and you authorize Tencent Cloud to obtain all necessary information relating to your use of the services.
2.6 Real-name authentication serves as the basis for determining ownership of a Tencent Cloud Account, and any requests for withdrawals or the issuance of official tax invoices ("fapiao") under an account will be processed with respect to the party corresponding to the account that has undergone real-name authentication. You shall conduct the authentication process seriously by approaching it with caution and understanding and observing the following rules:
2.6.1 It must be ensured that the authenticated party and account user remain consistent, and refrain from authenticating corporate accounts under the names of individuals, authenticating the Tencent Cloud Account of a specific individual under the name of others, or engaging in any other form of improper authentication.
2.6.2 If a business authorizes an individual to manage a Tencent Cloud Account authenticated in the name of such business due to business needs, it is requested to set up access control, and to promptly complete the internal handover procedures and take account security protection measures (such as changing login passwords and so forth) when undergoing personnel changes.
2.6.3 The party subject to real-name authentication shall be deemed as undertaking responsibility for all activities carried out under its account and will be held fully liable for any disputes concerning the account or the activities carried out thereunder (including but not limited to illegal activities, late payment of service fees and so forth).
2.6.4 You must establish a sound internal management system to regulate your own use and management of your Tencent Cloud Account(s).
Section 3 Service Rules
3.1 Service Activation
3.1.1 You may select and purchase the services you require online via Tencent Cloud's official website based on your own needs. Prior to purchasing any services, you must carefully read the corresponding Service Rules and then decide whether or not to purchase such services based on your needs. Orders generated online by you to purchase services shall be called "electronic orders"; and the parties may also enter into separate agreements based on the actual needs for their collaboration.
3.1.2 The parties may be required to enter into separate service agreements for the activation of certain Tencent Cloud Services. Separate service agreements may manifest in the form of electronic files or in the form of separate paper-based documents. You may decide whether or not to accept a service agreement and activate services at your own discretion.
3.2 Service Fees
3.2.1 The means of settlement for or and rates of Tencent Cloud Services shall be subject to the prices and currencies posted on Tencent Cloud's official website. Tencent Cloud shall be entitled to direct that you make payment of fees and other amounts payable in respect of the Tencent Cloud Services to any Tencent Cloud affiliate company notified to you from time to time.
3.2.2 Settlement rules for Tencent Cloud Services may be categorized into pre-payment rules, post-payment rules and so forth. You must comply with the settlement rules for the services you purchase; otherwise, services activated by you may be suspended or terminated. In the case of services subject to pre-payment rules, you must promptly top up your Tencent Cloud Account(s) to guarantee successful use of services. In the case of services subject to post-payment rules, you must promptly make payment within the time period specified in the Service Rules.
3.2.3 Since certain Tencent Cloud Services will continue to take up resources following their activation (such as cloud servers, cloud databases and so forth), they will continue to incur fees even if you do not add any new service items or resources, or do not perform any new operations; you shall therefore promptly renew or deactivate such services accordingly.
3.2.4 You may purchase services by making online payments through your Tencent Cloud Account(s) directly, or by paying service fees through your corporate account to Tencent Cloud's designated account. Please make the note "Cloud service fee + Tencent Cloud Account" when you make a payment in order for Tencent Cloud to verify and confirm the payment in a timely manner; otherwise, your use of the Services may be affected.
3.3 Service Guarantees
3.3.1 Tencent Cloud shall provide to you 24/7 after-sale services, and answer and resolve any questions and issues encountered by you while using Tencent Cloud Services.
3.3.2 Tencent Cloud shall provide you with data backup and ensure data reliability to the extent specified under the service level agreement (SLA); beyond this, however, you shall back up your data based on your own needs.
3.3.3 Tencent Cloud shall provide availability assurance to the extent specified under the service level agreement (SLA). In the event that Tencent Cloud fails to meet the service guarantees under the service level agreement corresponding to the services purchased by you, Tencent Cloud shall be liable to compensate you in accordance with such service level agreement. Tencent Cloud's total liability for compensation shall not exceed the amount of service fees Tencent Cloud charges you for the services in respect of which Tencent Cloud fails to meet the relevant service guarantees.
3.3.4 If your availability requirements are higher than those specified under the SLA, you will need to configure your system for high availability and Tencent Cloud shall extend all necessary assistance. Any assistance needed from Tencent Cloud with respect to design shall be negotiated and determined by the parties separately.
3.3.5 If you are a non-Chinese company contracting for Tencent Cloud Services from outside of the mainland of the People's Republic of China with a Service Region that is in the mainland of the People's Republic of China, then the service commitments set out in Clauses 3.3.1 to 3.3.4 shall be deleted and replaced with any Service Level Agreements applicable to the Tencent Cloud Services you have procured.
3.4 Service Suspension or Termination
3.4.1 In order to provide better services to you, Tencent Cloud shall be entitled to check, repair, service, maintain or upgrade the service platform or related equipment on a regular or irregular basis (collectively, "Routine Maintenance"). Tencent Cloud assumes no liability to you for any interruption or suspension of Tencent Cloud Services for any reasonable time periods caused by Routine Maintenance, provided that Tencent Cloud notifies you at least 24 hours in advance of such Routine Maintenance. Tencent Cloud shall promptly notify you of any non-Routine Maintenance attributable to force majeure, faults on the part of infrastructure operators or other such reasons.
3.4.2 In order to guarantee service security and stability, Tencent Cloud may upgrade or relocate the machine rooms, servers, bandwidth, databases and other products used by you from time to time, and you shall cooperate accordingly. If a major change is involved (such as relocating the machine room), Tencent Cloud shall give you at least 30 days' advance notice.
3.4.3 Any data and other information saved by you on Tencent Cloud's server as a result of using Tencent Cloud Services shall be retained by Tencent Cloud for you for a period of 15 days (the "Retention Period") upon expiration or termination of Tencent Cloud Services. Cloud service fees (if any) incurred during the Retention Period shall be borne by you. You shall settle all fees and fully migrate all data prior to the expiration of the Retention Period. The Tencent Cloud Services system will automatically delete all of your data upon expiration of the Retention Period.
3.4.4 If you use prepaid services and unilaterally request to terminate the collaboration prior to the expiration of the service period, the fees paid by you for any unused period of service will not be refunded, but you may continue to use the relevant services until the expiration of the service period, whereupon this Agreement shall terminate.
3.4.5 Tencent Cloud shall be entitled to adjust or terminate certain services (including but not limited to service upgrades, integrations and so forth) at any time based on its operational arrangements, provided that Tencent Cloud must give 30 days' advance notice to allow you to transfer and back up the relevant data, make adjustments to your business and so forth, so as to protect your legitimate rights and interests.
3.5 Third Party Products or Services
3.5.1 If you obtain or use any products or services provided by a third party via Tencent Cloud Services (including but not limited to products or services provided by service providers and other third parties on the market of Tencent Cloud Services), you shall assess whether or not such products or services meet your requirements.
3.5.2 The activation of third party products or services may require the conclusion of separate service agreements between you and the third party. Separate service agreements may manifest in the form of electronic files or in the form of separate paper-based documents. You may decide whether or not to accept a service agreement and use the products or services at your own discretion.
3.5.3 Any dispute arising from your use of third party products or services shall be resolved through consultations between you and the third party.
Section 4 Client's Rights and Obligations
4.1 You shall be entitled to use the Tencent Cloud Services you purchase and receive Tencent Cloud's technical support and after-sales services as agreed hereunder.
4.2 When using Tencent Cloud Services, you must comply with all applicable laws, regulations, rules and policies, keep the internet in good order and safeguard internet security; you must not engage in, or facilitate, any activities that constitute a violation of laws and regulations, including but not limited to:
4.2.1 activities that: jeopardize national security, reputation or interests; incite subversion of state power; overthrow the socialist system; incite division of state and sabotage national unity; advocate terrorism or extremism; incite ethnic hatred or discrimination;
4.2.2 deceptive, false or misleading practices, or practices that infringe the intellectual property rights or legitimate rights and interests of others, such as using "private servers" or "plug-ins";
4.2.3 the posting or dissemination of spam or unlawful content that disrupt national order, jeopardize national security, or advocate feudal superstitions, obscenity, pornography or vulgarity;
4.2.4 violation of operating rules relating to networks, devices or services linked to the Tencent Cloud network; unlawful or unauthorized access, misappropriation, interference or surveillance;
4.2.5 any actual or attempted sabotage of network security, including but not limited to performing malicious scanning of websites and servers, hacking into a system, or unlawfully accessing data by using viruses, Trojans or malicious codes, phishing and so forth;
4.2.6 any actual or attempted modification of system configuration set by Tencent Cloud Services or any actual or attempted sabotage of system security; using technological means to undermine or disrupt the operation or others' use of Tencent Cloud Services; any actual or attempted disruption of the normal operation of any products of Tencent Cloud or any part or functions thereof in any way, or the production, posting or dissemination of such tools or methods;
4.2.7 your being frequently attacked (including but not limited to DDoS attacks) as a result of the provision of services, including but not limited to "DNS resolution", "security services", "domain name proxy" and "reverse proxy", and failing to correct your practices in a timely manner, or failing to eliminate the effects as requested by Tencent Cloud, thereby causing an impact on the Tencent Cloud Services platform or on others;
4.2.8 other illegal or non-compliant practices, including but not limited to illegal activities such as gambling.
4.3 You shall not install or use any pirated software on Tencent Cloud Services, and shall take security measures to protect your computer information systems as required under applicable PRC rules, including but not limited to installing State-approved security products specifically designed for computer information systems.
4.4 You shall make payments in a timely manner. If you default on payments for post-paid services, then in addition to the overdue amount, you shall pay Tencent Cloud a late fee in the amount of 3‰ of the overdue amount for each day of default until all fees are settled in full. If you fail to pay any amount that has fallen due for a period of 15 days, Tencent Cloud shall be entitled to unilaterally terminate this Agreement. If you also use prepaid service at the same time, the service fees for any unused service period shall be credited to Tencent Cloud as liquidated damages.
Section 5 Tencent Cloud's Rights and Obligations
5.1 Tencent Cloud shall provide to you Tencent Cloud Services and after-sales support as agreed hereunder.
5.2 Tencent Cloud is only responsible for providing operational and maintenance services relating to Tencent Cloud Services; you shall ensure the security and stability of your own network and devices. You shall timely resolve the following issues and prevent them from affecting Tencent Cloud Services:
5.2.1 any issue with your internal network, including but not limited to overload;
5.2.2 any failure of your own devices or third party devices used by you;
5.2.3 any network interruption caused the dismantling of devices or other operations performed by yourself;
5.2.4 any failure, network interruption or other such issues attributable to you.
5.3 If Tencent Cloud discovers, on its own or based on information provided by the competent authorities or complaints filed by right holders, that you have violated applicable laws, regulations or rules, or breached this Agreement, Tencent Cloud shall be entitled to take any one or more of the following steps at its own discretion:
5.3.1 demanding that you immediately remove or modify the content in question;
5.3.2 directly removing or blocking the content in question or disabling the links in question;
5.3.3 restricting or suspending the provision of Tencent Cloud Services to you (including but not limited to directly taking some of your services offline and withdrawing the relevant resources; setting restrictions on your operations under your Tencent Cloud Account(s));
5.3.4 in case of serious violations or breaches, Tencent Cloud shall have the right to terminate the provision of Tencent Cloud Services to you and terminate this Agreement (including but not limited to directly taking all of your services offline and withdrawing the relevant resources). The fees already paid by you for any unused service period shall be credited to Tencent Cloud as liquidated damages;
5.3.5 pursuing other liabilities against you in accordance with law.
5.4 Tencent Cloud may transfer its rights and obligations hereunder, in whole or in part, to a third party, provided that you shall be given a 90 days' advance written notice. The parties agree to execute all documents and take all measures reasonably necessary for this Section to take effect.
Section 6 Intellectual Property Rights, Confidentiality and Privacy
6.1 Trademarks, copyright or other intellectual property rights solely owned by each party shall remain the sole property of such party, and shall not be transferred to or shared with the other party by reason of the parties' entry into or performance of this Agreement.
6.2 Each party shall respect the intellectual property rights of the other party or any third party. If a third party files a lawsuit or makes claims against a party for the other party's infringement of such third party's intellectual property rights or other legitimate rights and interests, the responsible party shall resolve such dispute independently and indemnify and hold harmless the other party from and against all direct economic losses.
6.3 Information received by a party (the "Recipient") from the other party (the "Disclosing Party") that is marked or can reasonably be understood to be the confidential or proprietary information belonging to the Disclosing Party (hereinafter referred to as "Confidential Information"), including but not limited to any content that is not publicly available such as discounts offered by Tencent Cloud to you, shall be kept confidential by the Recipient and shall not be used by the Recipient for any purposes other than this Agreement without the written consent of the Disclosing Party. The Recipient shall treat the Disclosing Party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, it uses for its own confidential information.
6.4 Without your authorization, Tencent Cloud shall not access your content stored on Tencent Cloud, provided that Tencent Cloud may access your stored content with your prior authorization to facilitate your successful use of Tencent Cloud Services.
6.5 Notwithstanding the foregoing, the Recipient shall not subject to any confidentiality obligation if:
6.5.1 the disclosure is consented to by the Disclosing Party;
6.5.2 the Confidential Information becomes publicly known through no fault of the Recipient;
6.5.3 the Confidential Information was known to the Recipient prior to the Disclosing Party's disclosure through a legal source not subject to similar confidentiality restrictions;
6.5.4 the Recipient is required by legal proceedings or a competent authority to make the disclosure.
6.6 The confidentiality obligations of the parties shall remain in force during the term of this Agreement and after expiration thereof, until it is no longer necessary to keep the relevant information confidential.
6.7 Tencent Cloud shall be entitled to cooperate with any inquiry made by the judicial authorities, administrative authorities or other competent authorities of the PRC, and provide the information, so as to resolve complaints and disputes in timely manner and protect the legitimate rights and interests of all parties concerned.
6.8 In order to reasonably protect your interests and those of your users and other right holders, Tencent Cloud shall be entitled to put in place processes and systems specifically devoted to dealing with infringement and complaints, and you shall comply with such processes and systems. If Tencent Cloud receives a complaint or report from a third party against you, Tencent Cloud shall be entitled to disclose your information (including but not limited to your registered name, identification, contacts, telephone number and so forth) to the complainant as necessary and urge you to consult with the complainant, with a view to promptly resolving such complaint or dispute and protecting the legitimate rights and interests of all parties concerned. You shall extend your cooperation; failure to do so may affect your use of Tencent Cloud Services.
6.9 Tencent Cloud has formulated corresponding privacy protection policies which only apply to the information generated during your use of the Services, and do not apply to the data you store on Tencent Cloud. Tencent Cloud shall use and disclose relevant information in accordance with its privacy policies as published. You may access Tencent Cloud's most updated privacy policies on Tencent Cloud's official website.
Section 7 Limitation of Liability
7.1 You understand and agree that services may be interrupted during your use of Tencent Cloud Services due to any of the reasons set out below. Upon occurrence of any of the following, Tencent Cloud shall promptly cooperate with the entities involved to carry out rectifications, and Tencent Cloud disclaims any liability for any loss so caused to you:
7.1.1 force majeure, including but not limited to natural disasters, acts of government, promulgation or change of policies, promulgation or change of laws and regulations, strikes and unrest;
7.1.2 causes attributable to infrastructure operators, including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators;
7.1.3 cyber security incidents, such as sabotage by computer viruses, Trojans or other malicious programs or hacker attacks.
7.1.4 your use of Tencent Cloud Services in a manner not authorized by Tencent Cloud; improper operation on your part or failures in your computer software, systems, hardware or telecommunications lines;
7.1.5 any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, Tencent Cloud.
7.2 If the performance of this Agreement is delayed or either party breaches this Agreement due to force majeure, reasons attributable to infrastructure operators, cyber security incidents or events beyond the reasonable control of the parties concerned, neither party shall be liable for the breach, provided that the affected party shall notify the other party as soon as practicable. If any of the foregoing events prevents the performance of this Agreement for more than 30 calendar days, either party may terminate this Agreement by giving a 15 days' advance written notice to the other party. Neither party shall assume any liability for breach of contract if this Agreement is terminated by virtue of this Section.
7.3 You understand and agree that Tencent Cloud's services are provided "as-is" as existing technologies and conditions allow. Tencent Cloud will use its best efforts to ensure the continuity and security of its services, but cannot guarantee that its services will be free from any defect. Accordingly, you agree that in the event of any defect in Tencent Cloud's services that is unavoidable in the context of existing technologies within the sector, Tencent Cloud will not be deemed to be in breach of this Agreement. The parties shall work together in good faith to resolve the issue.
7.4 Under no circumstances shall any party be liable to the other party for any indirect, incidental or special damages and losses, including but not limited to loss of anticipated profits or expenses paid by the other party to a third party (even if such party has been made aware of the possibility of such loss).
Section 8 Notice and Service
8.1 You shall ensure and maintain the validity of the Information. You shall be solely liable for your inability to receive business notices, customer services, responses to complaints, dispute mediation services, technical support and other services in a timely manner due to falsity or invalidity of the Information.
8.2 Unless otherwise agreed between the parties, you shall give notices to Tencent Cloud using Tencent Cloud's contact details posted on Tencent Cloud's official website.
8.3 Tencent Cloud may, from time to time, send you business notices, service alerts or authentication messages relating to Tencent Cloud Services as well as advertisements through one or a combination of the following means: website announcements, emails, text messages, private messages or instant messages.
8.4 The parties shall ensure that their respective contact details are authentic and valid. A notice is deemed to have been served on the recipient on the date it is sent.
Section 9 Term
9.1 This Agreement shall become effective upon your acknowledgement and acceptance of the same. The term of collaboration between the parties shall commence at the time when you acknowledge and agree to accept this Agreement and end on the last day of the same year (for instance, from June 1, 2016 to December 31, 2016). The term of collaboration shall be automatically renewed for a one year term successively unless either party gives the other party written notice of its intention not to renew this Agreement prior to the expiration of each term.
9.2 If the term of collaboration between the parties is inconsistent with the term of services purchased by you, the former shall be automatically extended until the expiration of the latter. Unless otherwise agreed by the parties, this Agreement shall remain in force during the course of your use of Tencent Cloud Services.
9.3 If either party gives the other party a written notice expressing its intention not to renew this Agreement prior to the expiration of the term of the parties' collaboration, this Agreement shall be automatically terminated upon expiration of said collaboration term.
9.4 The expiration or termination of this Agreement shall not affect the rights and obligations accrued prior to such expiration or termination.
Section 10 Supplemental Provisions
10.1 This Agreement is executed in Nanshan District, Shenzhen, Guangdong, China.
10.2 The formation, effectiveness, performance and interpretation of, and dispute resolution in relation to, this Agreement shall be governed by the laws of the mainland of the People's Republic of China (excluding the conflicts of law provisions).
10.3 In the event of any dispute arising out of this Agreement, the parties shall first attempt to resolve such dispute through consultations; if the parties fail to resolve the dispute through consultations in good faith, either party may refer the dispute or conflict to a People's Court in Nanshan District, Shenzhen.
10.4 This Agreement shall be drafted and interpreted in Chinese. Unless otherwise agreed by the parties, no translation of this Agreement shall be relied upon for the interpretation hereof or the determination of the parties' intentions.
(End of main body)