tencent cloud

We welcome your participation in Tencent Cloud Partner Program**!**

PLEASE READ THESE TERMS CAREFULLY

YOUR PARTICIPATION IN THE TENCENT CLOUD PARTNER PROGRAM AND YOUR ACCESS AND USE OF THE TENCENT CLOUD PARTNER CONSOLE IS SUBJECT TO THESE TERMS AND CONDITIONS (THESE “TERMS”). DO NOT PARTICIPATE IN TENCENT CLOUD PARTNER PROGRAM OR ACCESS TENCENT CLOUD PARTNER CONSOLE IF YOU DO NOT AGREE TO THESE TERMS IN FULL.

BY CLICKING “AGREE” BUTTON BELOW, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND YOU ARE DULY AUTHORISED TO ACT ON BEHALF OF THE ENTITY APPLYING TO PARTICIPATE IN THE TENCENT CLOUD PARTNER PROGRAM AND TO ENTER INTO THESE TERMS AND LEGALLY BIND SUCH ENTITY (“PARTNER”) TO THESE TERMS. IF YOU ARE NOT AUTHORISED TO BIND THE PARTNER OR DO NOT AGREE TO THESE TERMS IN FULL, DO NOT CLICK THE “AGREE” BUTTON BELOW AND DO NOT ACCESS THE PARTNER PORTAL.

WHO WE ARE AND WHAT THESE TERMS DO

DEPENDING ON WHERE PARTNER IS DOMICILED, “WE”, “US’ OR “TENCENT” IN THESE TERMS MEANS THE FOLLOWING TENCENT ENTITY:

WHO WE ARE

DEPENDING ON WHERE PARTNER IS DOMICILED, “WE”, “US’ OR “TENCENT” IN THESE TERMS MEANS THE FOLLOWING TENCENT ENTITY:

DOMICILE	TENCENT ENTITY
If Partner is domiciled in European Economic Area, UK and Switzerland	Tencent Cloud Europe B.V., a Dutch registered company located at Buitenveldertselaan 1-5, 1082 VA, Amsterdam, the Netherlands
If Partner is domiciled in North America	Tencent Cloud LLC, a Delaware corporation registered company located at Claremont2747 Park Blvd, Palo Alto, CA 94306., if Partner is located in North America
If Partner is domiciled in South Korea	Tencent Korea Yuhan Hoesa, 152, Taeheran-ro, Gangnam-gu (Gangnam Finance Center, Yeoksam-dong), Seoul, South Korea, if Partner is located in South Korea
If Partner is domiciled in rest of the world except the People’s Republic of China	Tencent Cloud InternationalPte Ltd, a Singapore-registered company located at 10 Anson Road, #21-07, International Plaza, Singapore079903

THESE TERMS GOVERN YOUR ACCESS AND USE OF TENCENT CLOUD PARTNER CONSOLE AND YOUR PARTICIPATION IN THE TENCENT CLOUD PARTNER PROGRAM. YOU ACKNOWLEDGE AND AGREE THAT TENCENT MAY AMEND THESE TERMS AT ANY TIME BY POSTING THE UPDATED TERMS ON THE PARTNER CONSOLE AND WILL BE EFFECTIVE IMMEDIATELY UPON POSTING.

ADDITIONAL TERMS AND POLICIES

We offer a diverse range of benefits and training through the Partner Program, and depending on the Partner Type in which you participate in, there may be additional terms and policies that are applicable to your use of such benefits and training, and Partner Type activities (“Additional Terms”). You agree to comply with these Terms and all additional terms that are applicable to your Partner Benefits, Partner Type and training through your participation in the Partner Program and all relevant Additional Terms are incorporated by reference into these Terms.

Additional Terms may include additional agreements and policies that apply to your participation in Partner Program, depending on your Partner Type as follows:

· Tencent Cloud Distributor Agreement

· Tencent Cloud Referral Agreement

· Tencent Cloud Reseller Agreement

· Tencent Cloud International Partner Academy Terms of Service

· Tencent Cloud Voucher Terms and Conditions

· Tencent Cloud International Data Processing Agreement (with Resellers)

1. DEFINITIONS

(a) “Applicable Data Protection Laws” means, in respect of a Party, any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument relating to the protection of Personal Data, in each case as amended, consolidated, re-enacted or replaced from time to time, including but not limited to, as applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK Data Protection Act 2018 (“UK DPA”), the UK General Data Protection Regulation as defined by the UK DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019, and the Privacy and Electronic Communications Regulations 2003, the California Consumer Privacy Act (“CCPA”).

(b) “Console Documentation” means the information relating to the user guides, pricing, operation, support, functions of Tencent Services, Partner Program and the Partner Console that are made available via the Partner Console.

(c) “Customer” means a customer of Partner who purchases Tencent Services through Partner or referred to Tencent by Partner, as part of the Partner Program where Partner is one of the Partner Type under the Partner Program.

(d) “European Economic Area” means the member countries of the European Union specified in the official website of the European Union (https://europa.eu/european-union/about-eu/countries_en).

(e) “Intellectual Property Rights” means all intellectual property rights including, without limitation, rights with respect to trademarks, copyrights, patents, trade secrets, know-how, databases, registered designs, moral rights and trade dress, whether registered, registrable or unregistered, under all applicable laws worldwide.

(f) “North America” means Canada and the United States of America.

(g) “Partner Account” means the Partner’s own login account for accessing the Partner Console to administer and manage partner activities in connection with the Partner Program.

(h) “Partner Benefits” means the benefits made available to Partner specified in the Partner Program Policies or otherwise provided to Partner, based on the relevant Partner Type and Partner Tier.

(i) “Partner Console” means the area designated as Console in the Tencent Cloud portal at http://www.tencentcloud.com. The Partner Console will provide Partner with Console Documentation, updates, and online tools to administer and manage Partner’s activities relating to the Partner Program.

(j) “Partner Program” means the partner program described in these Terms and any applicable Additional Terms, including the Partner Benefits and rights and obligations of Partner that are conferred based on the relevant Partner Type and Partner Tier Program.

(k) “Partner Program Policies” means the documentation and terms describing in greater details the Partner Program, Partner Benefits, Partner Tier Program, Partner Tier, Partner Type and other policies relating to and governing Partner’s participation in the Partner Program, which are set out under these Terms, provided to Partner separately and/or made available to Partner through the Partner Console.

(l) “Partner Tier Program” means the various partner tier qualifying requirements applicable to Partner based on certain performance results including minimum Tencent Cloud yearly revenue achieved by Partner. Depending on the Partner Tier achieved, Partner will be entitled to different Partner Benefits based on the Partner Tier achieved.

(m) “Partner Tier” means the Partner’s level in the Partner Tier Program relevant to the Partner Type applicable to the Partner.

(n) “Partner Type” means (a) distributor partner; (b) reseller partner; (c) referral partner; or (d) any other partner type designated and added by Tencent.

(o) “Personal Data” and “Processed” shall have the meaning as set out in the Applicable Data Protection Laws, and where such term is not defined in Applicable Data Protection Laws such term shall be defined by reference to the materially analogous term in the Applicable Data Protection Laws, and in respect of Data Subjects located in the state of California, “Data Subject” shall have the meaning given to the term “Consumer” in the CCPA and “Personal Data” shall have the meaning given to the term “Personal Information” in the CCPA.

(p) “Tencent Cloud Data Processing Agreement” means any additional data processing agreement between Tencent and Partner if required by Tencent for the relevant Partner Program.

(q) “Tencent Services” means software, content, digital materials and other items and services as made available by Tencent to Partner under the terms of this Agreement, including, without limitation, those software, content, digital materials, items or services made available to Partner to conduct Partner Type related activities through the Tencent Cloud international portal at intl.cloud.tencent.com.

1. REQUIREMENTS FOR PARTICIPATION IN TENCENT CLOUD PARTNER PROGRAM

(a) Enrollment. Partner shall enroll in a Partner Type in order to participate in the Partner Program. Certain participation requirements will apply to Partner and they will be designated by Tencent through the Partner Program Polices which Partner must meet before Partner will be accepted to participate in the Partner Program, and is subject to Tencent at its sole discretion. Partner must disclose and provide all relevant information to Tencent in order to process the Partner enrollment to participate in the Partner Program, and Partner warrants that it has the full legal authority and power to provide such information to Tencent to process Partner’s enrollment to the Partner Program under these Terms.

(b) Program Benefits. The Partner Program Policies will specify certain benefits entitlements available to a Partner, based on the applicable Partner Type, Partner Tier in the Partner Tier Program.

(c) Partner Type and Fees. Depending on the Partner Type, Partner shall enter into the relevant agreements applicable to the Partner Type. All applicable fees payable by Partner under each Partner Type are described in the relevant Additional Terms relevant to the Partner Type.

(d) Account Managers. Each party will designate and notify the other party of such designation in writing a single point of contact within its organization to manage the relationship between the parties as established by these Terms (“Account Manager”). The Account Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by these Terms. Disputes that cannot be resolved by the Account Managers will be escalated to more senior executives for resolution.

2. PARTNER CONSOLE ACCESS AND USE

(a) Partner Console. Depending on the Partner Type, Tencent will grant a limited, revocable, non-exclusive, license to Partner to access and use Partner Console to administer various Partner Type related activities and other related functions relevant to the Partner Type. However, Tencent may suspend or terminate Partner’s access to the Partner Console if Partner is in breach of these Terms or to comply with any applicable law or court orders.

(b) Partner Console Admin. Partner shall designated trusted individual within the Partner’s organization to have primary access to use the Partner Console (“Partner Console Admin”). Partner is at all times responsible for all actions carried out though the Partner Console by Partner Console Admin or anyone to whom Partner Console Admin provided access to Partner Console, and/or any unauthorized use of Partner Console due to an employee and/or agent of Partner. Partner is solely responsible to ensure that only the Partner Console Admin should have secured access to the Partner Console and Partner shall not share any login passwords to any other person or entity or permit any other person or entity to access or use the Partner Console.

(c) Marketing. From time to time, Partner may receive marketing communications relating to Tencent Services through the Partner Console. Partner acknowledges and agrees that it has obtained all necessary rights and consents from Partner’s customers to send and receive the Tencent Services marketing information that may be made available through the Partner Console.

(d) Data Collection. The Partner Console may collect various data from Partner’s use of the Partner Console in order to improve the Partner Console and marketability of Tencent Services. The collection and use of such information relating to Partner’s use of the Partner Console is subject to the Tencent Cloud Privacy Policy.

3. PARTNER OBLIGATIONS AND RESTRICTIONS

(a) Business Conduct. Partner will use its best efforts to market and promote Tencent Services in the Territory and to conduct its business in such manner as will reflect favorably on Tencent and the Tencent Services, and Partner will not engage in any deceptive, misleading, illegal or unethical business practice.

(b) Partner Professionalism. Partner shall ensure that its employees who are engaged in Partner Type activities under these Terms will act in a professional manner and shall be generally knowledgeable about Tencent Services before engaging any potential customers.

(c) Partner Marketing. Partner will use commercially reasonable efforts to either independently or work together with Tencent to identify, pursue and/or carry out promotional opportunities designed to enhance the Partner activities contemplated by these Terms. These efforts may include: (i) the promotion of Partner Type activities in relation to Tencent Services; (ii) website promotion; (iii) trade show collaboration; (iv) EDMs and newsletter highlights; (v) participation in public relations activities; (vi) use of each other’s trademarks on specific targeted creative advertising executions; and (vii) press releases. Each party shall be responsible for complying with all applicable personal data and privacy laws when carrying out marketing activities.

(d) Non-exclusivity. Partner acknowledges and agrees that this is a non-exclusive arrangement and neither party is prevented from pursuing other opportunities, including competitive opportunities during or after the Term, provided always that in do so the party shall not breach any of these Terms in undertaking such opportunities.

(e) No false marketing or misrepresentations. Partner shall not make any false marketing statements relating to or misrepresents the capabilities or functionalities of any Tencent Services, and all marketing and representations relating to Tencent Services by Partner must adhere in substance to the marketing information that are supplied by Tencent.

(f) Compliance with applicable laws. Partner shall comply with all applicable laws and regulations when performing Partner activities contemplated under these Terms.

(g) Support. Partner and Tencent will provide support services to customers in accordance with the relevant agreement applicable to the Partner Type.

(h) Market Intelligence. Partner will use commercially reasonable efforts to keep Tencent informed of market developments concerning the Tencent Services in the territories where Partner operate.

(i) Training

​ (i) Partner will ensure that all of their respective sales representatives, technical support personnel, and agents will receive appropriate and adequate training relating to the Tencent Services. Partner will inform and educate its sales representatives, technical support personnel, and agents about the nature of the business relationship between the parties and Tencent Services.

​ (ii) Tencent, at its discretion, may provide Partner’s sales and technical support personnel training, which may include: (1) demonstrations of the Tencent Services; (2) summaries of market and competitive positioning; (3) materials regarding key features, benefits, and value of Tencent Services to customers; (4) marketing materials; (5) common technical and support issues; and (6) any other information that may be beneficial for the provision of sales and technical support. Such training may be provided at additional fees and expenses, in which case such additional fees and expenses will be subject to separate agreement between Tencent and Partner.

(j) Consents and Permits. Partner is solely responsible (at its sole expense) for obtaining all licenses, consents, and approvals that are necessary to its performance of these Terms (including those that are required for the resale of Tencent Services in the Territory).

(k) Demonstration Versions or Accounts. Tencent, at its sole discretion, may provide Partner with demonstration versions or accounts of the Tencent Services for Partner to use in its marketing and promotion of the Tencent Services. Partner’s use of such demonstration versions may be subject to additional terms and restrictions.

4. INTELLECTUAL PROPERTY

(a) Intellectual Property. All Intellectual Property Rights in Partner Console, Tencent Services, related documentation and any derivative work thereof are and will remain exclusively with Tencent. Except as expressly licensed to Partner to access and use Partner Console under these Terms, nothing in these Terms grants Partner any license, rights or interest in or to any of Tencent’s Intellectual Property Rights.

(b) Proprietary Rights Notices. Partner may not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on or with the Tencent Services, Partner Console or related documentation provided by Tencent.

(c) Tencent Trademarks. Tencent hereby grants to Partner a non-exclusive, non-transferable, and non-sublicensable license in the Territory to use Tencent’s trademarks, trade names, service marks, and logos of Tencent (“Tencent Trademarks”), during the Term and solely in connection with Partner’s marketing and promotional activities of the Tencent Services in accordance with the terms of these Terms. Partner will ensure that its use of any Tencent Trademark complies with Tencent’s then-current trademark use guidelines as may be changed by Tencent from time to time. Any use of Tencent’s Trademarks by Partner will first be submitted to Tencent for approval. Partner will not alter or remove any Tencent Trademarks provided with or embedded in the Tencent Services or Partner Console. Other than otherwise expressly provided herein, nothing contained in these Terms will grant or will be deemed to grant to Partner any right, title, or interest in or to Tencent’s Trademarks. All uses of Tencent’s Trademarks and related goodwill will inure solely to Tencent. Partner may not register or attempt to register, directly or indirectly, within the Territory or elsewhere, any trademarks, service marks, or URLs that utilize, or that are confusingly similar to, a Tencent Trademark.

(d) Partner Trademarks. Partner hereby grants to Tencent a non-exclusive, non-transferable, and non-sublicensable license in the Territory to use Tencent’s trademarks, trade names, service marks, and logos of Partner (“Partner Trademarks”) that are provided by Partner and/or uploaded by Partner to the Partner Console, during the Term and solely in connection with Tencent’s marketing and promotion of the Tencent Services involving Partner’s participation as a reseller of Tencent Services in accordance with the terms of these Terms. Tencent will ensure that its use of any Partner Trademark complies with Partner’s then-current trademark use guidelines as may be changed by Partner from time to time. Other than otherwise expressly provided herein, nothing contained in these Terms will grant or will be deemed to grant to Tencent any right, title, or interest in or to Partner’s Trademarks. All uses of Partner’s Trademarks and related goodwill will inure solely to Partner. Tencent may not register or attempt to register, directly or indirectly, within the Territory or elsewhere, any trademarks, service marks, or URLs that utilize, or that are confusingly similar to, a Partner Trademark. For the avoidance of doubt, Tencent may identify Partner as a partner/reseller/referral (as applicable) of the Tencent Services on its website and marketing and promotional materials.

5. TERM AND TERMINATION

(a) Term. These Terms commence upon the Effective Date and except for earlier termination in accordance with this Section 6, shall remain in effect for 12 months (“Initial Term”). These Terms will automatically renew for additional successive 12-month terms (each, a “Renewal Term,” and collectively with the Initial Term, “Term”) unless at least 30 days before the end of the then-current Term either party notifies the other party in writing of its election not to renew the Term.

(b) Termination for Convenience. Either party may terminate these Terms without cause upon 60 days prior written notice to the other party. If Tencent considers, at its sole discretion, the participation of the Partner in the Partner Program will adversely damage the reputation of Tencent and/or Tencent Services, Tencent may terminate these Terms upon 30 days prior written notice to Partner.

(c) Suspension by Tencent. Tencent may immediately suspend Partner’s access to Partner Console if Partner breaches any of these Terms.

(d) Termination for Cause. Either party may terminate these Terms if the other party commits a material breach of these Terms and fails to cure that material breach within 30 days following its receipt of notice regarding that material breach from the non-breaching party.

(e) Effects of Termination. Upon termination of these Terms, unless provided otherwise under an agreement in Additional Terms:

​ (i) All licenses granted to Partner under these Terms will terminate automatically and Partner’s access to Partner Console will terminate with immediate effect;

​ (ii) Partner will promptly return, or at Tencent’s direction, destroy all Tencent-provided materials relating to the Partner Program except where such materials are required to enable Partner to continue support for its Customers, as applicable, under the relevant agreement in the Additional Terms;

​ (iii) Partner will forthwith cease using Tencent Trademarks and discontinue to represent that it is an authorized Partner of Tencent Cloud Services; and

​ (iv) Partner will pay Tencent all amounts, if any, which remain outstanding and unpaid under an agreement in the Additional Terms prior to the effect date of termination.

(f) Survival. Sections 1, 5(a), 5(b), 6(e), 6(f), 7, 8, 9, 10, 11 and 12. The termination or expiration of these Terms will not relieve Partner of: (i) the obligation to pay any fees that are due to Tencent under these Terms; or (ii) Partner’s obligation to indemnify Tencent as specified in these Terms.

6. WARRANTIES; DISCLAIMER

(a) Warranties. Each party represents and warrants to the other party that: (i) these Terms have been duly and validly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of these Terms; (iii) the performance of the parties’ obligations under these Terms will not violate the applicable laws of any jurisdiction; and (iv) there are no pre-existing obligations or commitments under any other agreements that would conflict with or be inconsistent with or that would hinder such party’s performance of its obligations under these Terms.

(b) Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), TENCENT DISCLAIMS ALL WARRANTIES WITH REGARD TO THE TENCENT SERVICES. ALL TENCENT SERVICES AND PARTNER CONSOLE ARE PROVIDED “AS IS”. TENCENT MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TENCENT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, INRINGEMENT AND TITLE. TENCENT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE TENCENT SERVICES / PARTNER CONSOLE OR AGAINST INFRINGEMENT. TENCENT DOES NOT WARRANT THAT THE Tencent Services / PARTNER CONSOLE ARE ERROR-FREE OR THAT OPERATION OF THE Tencent Services / PARTNER CONSOLE WILL BE SECURE OR UNINTERRUPTED. PARTNER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTIES ON BEHALF OF TENCENT TO ANY OTHER THIRD PARTY. USE OF ANY INFORMATION OR DATA OBTAINED THROUGH THE TENCENT SERVICES / PARTNER CONSOLE IS AT PARTNER’S AND CUSTOMER’S SOLE RISK. THE PARTIES AGREE THAT TENCENT WILL BEAR NO RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OR DATA OBTAINED THROUGH THE TENCENT SERVICES AND/OR PARTNER CONSOLE.

7. INDEMNIFICATION

(a) Indemnification by Partner. Partner hereby indemnifies, defends, and holds harmless of Tencent and its affiliates and their respective employees, directors, agents, and representatives (“Tencent Indemnified Parties”) from and against any and all third party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys’ fees) and other liabilities (each, a “Claim”) arising our relating to (i) any actual or alleged breach of any of the representations, warranties, or covenants made by Partner under these Terms; (ii) any actual or alleged breach of any Terms or unauthorized use of the Partner Console; (iii) any claims of unfair or deceptive business practices by Partner; (iv) any infringement of Tencent’s Intellectual Property Rights; (v) any violation of or non-compliance with any applicable law; or (vi) Partner’s negligence or willful misconduct.

(b) Indemnification Procedures. Tencent will promptly give Partner written notice of the Claim and will grant to Partner control over the defense and settlement of the Claim. Upon reasonable request by Partner, Tencent will provide assistance in connection with the defense and settlement of the Claim. However, Tencent’s failure to comply with one or more of the obligations in the preceding sentence will not relieve Partner of its obligations under this Section 8 except and solely to the extent that such failure materially prejudices Partner’s defense of the Claim. Partner may not settle any Claim without Tencent’s prior written consent.

8. DATA PRIVACY

(a) Partner acknowledges and agrees that to the extent any Personal Data is Processed in connection with its participation in the Partner Program, such Processing is undertaken in accordance with, and Partner shall comply with the Tencent Cloud Partner Data Processing Agreement.

(b) To the extent Partner provides any Personal Data in connection with the Partner Program, Partner represents, warrants and undertakes that: (i) it has a lawful basis for Processing such Personal Data; (ii) it has complied with and shall comply with Applicable Data Protection Laws in connection with the collection, Processing, and transfer of such Personal Data; and (iii) it has obtained all necessary consents and provided all disclosures required to ensure the lawful transfer and Processing of such Personal Data by Tencent or relevant third parties.

9. CONFIDENTIAL INFORMATION

(a) Definition. “Confidential Information” means any proprietary information of a party to these Terms disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature. The Tencent Cloud Partner Program offers, benefits, policies, rules, operational, management, financial, non-public roadmaps and related information will be the Confidential Information of Tencent. Confidential Information also includes oral disclosures provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing party within 30 days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party.

(b) Exceptions. Confidential Information will not include any information that: (i) was publicly known and made generally available prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure; or (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality.

(c) Non-Use and Non-Disclosure. During the Term and thereafter, each party will: (i) treat as confidential all Confidential Information of the other party; (ii) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to such disclosure from the other party; and (iii) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under these Terms. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.

(d) Confidentiality. Neither party may disclose the existence or terms of these Terms to any third party without the consent of the other party, except that each party may disclose the terms of these Terms: (i) in connection with the requirements of a public offering or securities filing; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of these Terms or rights under these Terms; or (iv) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

(e) Return of Materials. Upon the termination or expiration of these Terms, or upon earlier request, each party will deliver to the other all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of these Terms or properly perform in accordance with these Terms.

10. LIMITATION OF LIABILITY

(a) Disclaimer of Damages. EXCEPT WITH REGARD TO PARTNER’S INFRINGEMENT OF TENCENT’S INTELLECTUAL PROPERTY RIGHTS OR PARTNER’S BREACH OF APPLICABLE DATA PROTECTION LAWS, EITHER PARTY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS, INCLUDING LOST PROFITS AND LOSS OF BUSINESS, EVEN IF THE OTHER PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

(b) Cap on Liability. UNDER NO CIRCUMSTANCES WILL TENCENT’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED FIVE HUNDRED US DOLLARS (USD500).

(c) Risk Mitigation. EACH PARTY SHALL TAKE ALL REASONABLE STEPS TO MITIGATE ANY LOSS AND DAMAGE IT INCURS IN RELATION TO ANY CLAIM OR ACTION, BREACH OF STATUTORY DUTY, UNDER AN INDEMITY OR OTHERWISE, WHICH IT BRINGS AGAINST THE OTHER PARTY.

11. GENERAL

(a) Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either party the power to (i) act as an agent or (ii) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.

(b) Non-Assignability and Binding Effect. Neither party will assign its rights and obligations under these Terms without the written consent of the other party, except: (i) that either party may assign these Terms to a successor to its business (including a successor by way of merger, acquisition, sale of all or substantially all of its assets, or operation of law); and (ii) Tencent may freely assign these Terms to its affiliates. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their successors and assigns.

(c) Non-solicitation. During the Term and for a period of one year thereafter, Partner may not, directly or indirectly, employ or solicit the employment or services of a Tencent employee or independent contractor without the prior written consent of Tencent.

(d) Notices. Except for provisions that expressly allow for email notice, any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address as the party may specify. For any notice sent to Tencent, copies of the notice will also need to be sent to Tengyun Building, Tower A, No. 397 Tianlin Road, Xuhui District, Shanghai, 200233, China (Attn: International Business Legal Center) and by email to IBLClegalnotice@tencent.com.

(e) Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

(f) Export Restrictions. Partner acknowledge that certain equipment, encryption products, software, and Confidential Information provided under these Terms may be subject to export laws and regulations of the United States, the European Union, the People’s Republic of China and other countries (cumulatively, “Export Laws”). Partner agrees that it will not use, distribute, export, re-export, transfer, or transmit such equipment, encryption products, software, or Confidential Information (even if incorporated into other items) in violation of applicable Export Laws.

(g) Governing Law and Resolution of Disputes. These Terms shall be governed by and interpreted in accordance with the laws as follows:

If Partner is located in Europe Economic Area, UK and Switzerland, these Terms are governed by and interpreted in accordance with English laws. Any claims for equitable relief may be brought in any court of competent jurisdiction even if the parties have chosen an exclusive venue below. Any dispute or difference between the parties arising out of or in connection with this Agreement, its interpretation or subject-matter, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be London, the United Kingdom. The language to be used in the arbitral proceedings shall be English;

If Partner is located in North America, these Terms are governed by and interpreted in accordance with the laws of the state of California, USA. Any claims for equitable relief may be brought in any court of competent jurisdiction and for all claims arising out of or relating to this Agreement or the Services. Any dispute or difference between the parties arising out of or in connection with this Agreement will be settled by binding arbitration in Santa Clara County, California under the auspices of the American Arbitration Association (the “Association”) and under the rules of the Association in force at the commencement of such arbitration proceedings. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction; and

If Partner is located in the rest of the world except People’s Republic of China, these Terms are governed by and interpreted in accordance with the laws of Singapore. Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of these Terms will be settled by binding arbitration under the Rules of Singapore International Arbitration Center (“SIAC Rules”) by three arbitrators appointed in accordance with the SIAC Rules. The place of arbitration shall be Singapore. The language of proceedings shall be English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with these Terms.

(h) Remedies Cumulative. The remedies provided to the parties under these Terms are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.

(i) Waiver and Severability. The waiver by either party of any breach of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms. If any part of these Terms is unenforceable, the remaining portions of these Terms will remain in full force and effect.

(j) Entire Agreement. These Terms and any applicable Additional Terms, policies and rules constitute the entire agreement between you and Tencent with respect to your participation in the Tencent Cloud Partner Program, and supersedes all previous oral and written agreements regarding these matters.

(k) No Third Party Rights. No one other than a party to these Terms, their successors and permitted assignees, will have any right to enforce any of its terms.