tencent cloud

To the extent you have accepted the terms and conditions to govern your participation in Tencent Cloud International Partners Program (“Tencent Cloud International Partner Terms”), and you wish to receive services under the Tencent Cloud International Partner Academy Program, these Tencent Cloud International Partner Academy Program Terms (“Terms”) will govern your access to and use of the Tencent Cloud International Partner Academy Program, and related services provided or received on or via the Tencent Cloud International Partner Academy Program (collectively, the “Program”). By accessing or using the Program, or by ticking “I Agree” or “I Accept” in the application form, you confirm that you have read and understood, and you agree to be bound by, these Terms. For the purposes of these Terms, “Tencent”, “we”, “our” and “us” refer to the applicable entities as listed in the Tencent Cloud International Partner Terms. These Terms prevail over the general Tencent Cloud International Partner Terms in case of any conflict or inconsistency. Any term used but not defined in these Terms have the meaning given to them in the Tencent Cloud International Partner Terms, and any term in the Tencent Cloud International Partner Terms that has not been explicitly modified in these Tencent Cloud International Partner Academy Program Terms shall remain in full force and effect between you and Tencent

1. Program Content Offering.

By registering for and accessing a Program account, Tencent might offer you text, images, audio, video, or other content (excluding software) related to the Program (“Program Content Offering”), through the Tencent Cloud International Partner Academy Program site. Subject to your compliance with the Terms, Tencent grants you a limited, revocable, worldwide, non-exclusive, non-sublicensable, and non-transferrable license to view, download, and distribute (only for those materials we have made explicitly available for download) the Program Content Offering solely for the purpose of marketing Tencent Cloud services to your customers. You may not modify, alter, create derivative works of, license, sublicense, sell, resell or otherwise misuse any Program Content Offering unless expressly permitted by Tencent. Tencent and/or its licensors shall own and reserve all right, title, and interest in and to the Program Content Offering, and related intellectual property rights, and except as expressly described herein, no rights to the Program Content Offering, or related intellectual property rights are transferred or licensed pursuant to the Terms.

2. Account and Registration.

When you register for a Program account (“Account”) (whether in your capacity as a Partner and/or for and one behalf of your employees and representatives), you may be required to provide us with some information, such as your (and/or your employees’ and representatives’) name, postal address, email address, and other contact information. You agree that the information you provide to us (whether in your capacity as a Partner and/or of your employees and representatives, as applicable) is accurate and that you will keep it accurate and up-to-date at all times. You warrant and agree that you have obtained all necessary consents from the applicable employees and representatives to share their personal information for purposes of the Program (including to apply for access to the Program and register for an Account).

We may deny you the right to create an account. Any entities or individuals that access the Program under your Account, and any of your employees and representatives who are authorized to access the Program with their own Account, are referred to in these Terms as “End Users.” You and your authorized End Users may access and use the Program Content Offering in accordance with these Terms during the Term (as defined below). If you or your End Users become aware of any unauthorized use of your or your End Users’ Account or the password for your or your End Users’ Account, you will notify Tencent as promptly as possible. You are responsible for safeguarding any and all of your and your End Users’ Account details and access credentials. Any breach of these Terms or any use of your and/or your End Users’ Account by anyone to whom you disclose your username or password will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us.

3. Modification of Program.

Tencent will have the right to modify the features of, cease the offering of, amend the terms and conditions of, or make any other adjustments or modifications to the Program, any time as deemed necessary without prior written notice to you.

4. Feedback.

If you provide Tencent or its Affiliates with any suggestions, ideas, comments, or other feedback about the Program (including the Program Content Offering) (“Feedback”), Tencent and its Affiliates may use and otherwise exploit that Feedback without restriction and without obligation to you; provided, however, Tencent will not publicly disclose Feedback in a way that is identifiable to you.

5. Disclaimers.

THE PROGRAM CONTENT OFFERING IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TENCENT SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TENCENT FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF PROGRAM CONTENT OFFERING OR ANY RELATED CONTENT OR YOUR PARTICIPATION IN THE PROGRAM. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE PROGRAM CONTENT OFFERING OR ANY PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK.

6. Limitation of Liability.

(A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENCENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR AND/OR YOUR END USERS’ ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PROGRAM CONTENT OFFERING OR YOUR AND/OR YOUR END USERS’ PARTICIPATION IN THE PROGRAM. IN NO EVENT SHALL TENCENT'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE PROGRAM EXCEED ONE HUNRED U.S. DOLLARS ($100).
(B) YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS TERMS OF USE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND TENCENT, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO TENCENT’S ABILITY TO MAKE THE PROGRAM AND/OR THE PROGRAM CONTENT OFFERING AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS.
(C) YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE PROGRAM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

7. Indemnification.

You will indemnify, defend, and hold harmless Tencent, its Affiliates, and each of their respective licensors, employees, officers and directors from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party related to: (a) your and your End Users’ participation in the Program or use or attempted use of the Program Content Offering in violation of the Terms; or (b) your violation of any law or rights of any third party.

8. Term and Termination; Suspension.

(a) These Terms will commence when you accept these Terms or first download, install, access, or use the Program Content Offering and continue until terminated as set forth in Tencent Cloud International Partner Terms (“Term”).

(b) Without prejudice and in addition to its rights and remedies at law or equity, Tencent may suspend or terminate the Terms and/or limit or restrict your rights to participate in the Program or use Program Content Offering, immediately upon written notice to you if, in the reasonable opinion of Tencent, you have engaged in any of the following: (a) breached or prejudiced the Terms; (b) used the Program Content Offering in a way that poses a security risk to the Tencent platform or any third party; (c) used the Program Content Offering in a way that subjects, or will subject, Tencent to liability; (d) engaged in any fraudulent, deceptive or unlawful act; or (e) become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.