V1001 November 2023

These terms and conditions apply to your use of Huawei Cloud Products and/or Huawei Affiliate Products (as defined below) that you purchase from us directly (not through a Reseller) on the KooGallery.

If you have purchased Huawei Cloud Products and/or Huawei Affiliate Products through a Reseller on the KooGallery, the below terms and conditions are not applicable to you, and you should refer instead to the Huawei Cloud KooGallery Huawei Product End User License Agreement, which is available at: https://www.huaweicloud.com/intl/en-us/declaration-sg/hprua.html.

This Huawei Cloud KooGallery Huawei Product User Agreement (the “Agreement”) contains the terms and conditions that govern your purchase, access to and use by you (“Customer” “you” or “your”) or your End Users, of software, services, content or other products developed by Huawei Cloud and/or Huawei Affiliates (“Huawei Cloud Products” and/“Huawei Affiliate Products” respectively) that are listed on the KooGallery (collectively “Products”) and shall include any Preview Product (as defined below) and any Third Party Content (as defined below)). This Agreement is entered into by and between the Huawei Cloud Contracting Party as defined in Section 17.15 of this Agreement (“Huawei Cloud”, “we”, “us” and “our”) and you (the entity specified in  [Huawei Cloud Account) (“Customer”, “you” or “your”).

If you agree, accept (through provision of an electronic notification thereof) and enter into this Agreement for a company or other legal entity, you hereby represent and warrant that you have the requisite power and authority to do so and to bind the company or other legal entity to the terms and conditions of this Agreement. This Agreement takes effect as of the date you accept this Agreement (the “Commencement Date”). You and Huawei Cloud are each referred to as a “Party” and collectively as the “Parties” hereunder.

By using KooGallery, you confirm agreement to the terms of this Agreement. If you do not agree to the terms of this Agreement, you must not use, and must ensure that no other person (including any persons employed or engaged by you) uses, the Products.

1. Sale of Products

1.1. Scope. Huawei Cloud enters into this Agreement with you in our capacity as the seller of Huawei Cloud Products and Huawei Affiliate Products listed on KooGallery. Our sale of these Products to you, and your access to and use of these Products, shall be governed by this Agreement.

1.2 After-Sales Support. Unless we notify you otherwise, the entity that will provide and is responsible for delivery and provisioning of Products, Product quality, technical support, after-sales maintenance and services, providing upgrades, handling consultations and complaints, and proposing solutions to resolve issues relating to the Products (collectively “After-Sales Support”) subject to the Service Support Terms (please see Sections 1.3 and 17.30) will be:

(a) in the case of Huawei Cloud Products, Huawei Cloud; and

(b) in the case of Huawei Affiliate Products, the Huawei Affiliate specified on the Product details page on KooGallery,

 (in each case the “Service Provider”).

For the avoidance of doubt, nothing in this Agreement shall limit our rights under Section 16.2, which we may exercise at any time in our sole and absolute discretion.

1.3. Service Support Terms. After-Sales Support will be provided by the relevant Service Provider as determined by Section 1.2 in accordance with the Service Support Terms applicable to each Product. In order to purchase a Product, you must accept the relevant Service Support Terms which shall constitute a binding agreement between you and the relevant Service Provider. You acknowledge and agree that we and/or our Affiliates are entitled to update the Service Support Terms from time to time, and that each updated version shall take effect upon its publication on KooGallery. You agree to check the Service Support Terms periodically for changes, and your continued use of the Products following the publication of such changes on KooGallery shall constitute your acceptance and agreement to the changes.

In relation to Huawei Cloud Products, the Service Support Terms constitute a binding agreement between you and Huawei Cloud, and the provisions of this Agreement shall prevail insofar as there is any conflict with the Service Support Terms.

In relation to Huawei Affiliate Products, you acknowledge and agree that the Service Support Terms constitute a binding agreement between you and the relevant Huawei Affiliate identified therein, and that Huawei Cloud is not a party thereto and shall have no liability arising therefrom. Without limitation to the foregoing, Huawei Cloud shall not be liable for any failure or defect in the delivery, provision and/or ensuring the quality of Huawei Affiliate Products or any other failure to provide After-Sales Support in relation to Huawei Affiliate Products. Any such liability shall be borne by the relevant Huawei Affiliate in accordance with the Service Support Terms.

1.4. Queries and Complaints. If you wish to raise any query, complaint, feedback or other matter concerning After-Sales Support for a Product that you have purchased (“Matter”), you shall contact and liaise with the relevant Service Provider directly via the contact details provided on the Product page on KooGallery. If you raise any such Matter to us concerning a Huawei Affiliate Product, we may refer your Matter to be handled by the relevant Service Provider for such Product, and you shall liaise directly thereafter with such relevant Service Provider on all aspects of After-Sales Support.

2. Use of the Products

2.1. Rights Granted. For the Huawei Cloud Products you purchased and/or subscribed to, we grant to you a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to access and use the Products in accordance with the terms and conditions of this Agreement. For the Huawei Affiliate Products you purchased and/or subscribed to from the Reseller, Huawei Affiliates grant to you a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to access and use the Products in accordance with the terms and conditions of this Agreement. You shall comply with this Agreement and Applicable Laws in connection with your access to and use of the Products and your performance of this Agreement. You may allow your End Users to access and use the Products, provided that you shall procure that each End User complies with the terms and conditions of this Agreement as if the End User were a party hereto and you shall be responsible for any non-compliance by the End User with the terms and conditions of this Agreement. If you become aware of any breach of this Agreement caused by an End User, you will notify us immediately and take appropriate actions to remedy such breach, including but not limited to suspending or terminating access or use by such End User.

2.2. Your Account. To access and use the Products, you must create a Huawei Cloud account. To create an account, you shall provide truthful and accurate information to Huawei Cloud. If your information changes at any time, the information in your account must be promptly updated to reflect those changes. You are the sole person responsible for (a) maintaining the confidentiality of your account and the security of any passwords, authentication keys or security credentials used for enabling your access to the Products, and (b) any activities that occur under your account, whether they are your activities, those of any End User or otherwise. You shall notify us immediately about any unauthorized activity on or misuse of your account or any security incident related to the Products or the KooGallery. You acknowledge and agree that we and our Affiliates will not be liable for any unauthorized activity or misuse of your account, unless such unauthorized activity or misuse is directly caused by our breach of this Agreement and you have notified us of such activity or misuse as soon as you become aware of it.

2.3. Identity Verification. You shall provide us and/or our Affiliates with all information and documents as may be required by us and/or our Affiliates for the purposes of verifying your identity and eligibility to purchase, access and use the Products, or as may otherwise be required to comply with our and/or our Affiliates’ know-your-customer (“KYC”) obligations under Applicable Laws. Notwithstanding anything else in this Agreement, we and/or our Affiliates shall not be obliged to provide you with the Products or any related services until all KYC obligations under Applicable Laws have been fulfilled. We and/or our Affiliates shall be entitled to refuse or cancel your Order, and/or deny you access to the Products, if we and/or our Affiliates suspect fraud or are unable to verify your identity and/or eligibility in accordance with Applicable Laws. You acknowledge and agree that we and/or our Affiliates may engage a third party service provider to undertake identity and eligibility verification as described in this Section 2.3, and that the information provided by you may be disclosed to such third party service provider for such purposes.

2.4. Acceptable Use Policy and the KooGallery Terms. In agreeing to the terms and conditions of this Agreement, you agree to comply with the Acceptable Use Policy, which is incorporated into the terms of this Agreement by reference. You may review the current version of this Acceptable Use Policy at: https://www.huaweicloud.com/intl/en-us/declaration-sg/sa_nisr.html.

2.5. Your Content. You shall ensure that Your Content does not breach the terms and conditions of this Agreement and Applicable Laws. You are exclusively liable for the transmission, use, legality, accuracy, integrity and reliability of Your Content. You are the sole person responsible for securing and maintaining any required notice, consent or authorisation related to your provision of and our and our Affiliates’ processing of Your Content as part of the provision of the Products. We and our Affiliates do not assume any obligations and / or liability of any kind in relation to Your Content, unless required to do so by Applicable Laws.

2.6. Third-Party Content. The Products may include or be provided together with Third-Party Content. The supply of such Third-Party Content to you shall be governed by this Agreement, and if applicable, separate terms and conditions specified in the Service Support Terms and other documentation as may be notified to you. Third-Party Content is provided on an “as-is” and “as available” basis without any warranty. We and our Affiliates make no representation or warranty of any kind in respect of any Third-Party Content and shall bear no liability for any loss, damage, expense or cost of any nature or kind resulting from any Third-Party Content.

2.7. Preview. Preview Products refers to Products or features of Products we and/or our Affiliates make available to you at no charge for trial purposes through the KooGallery. Preview Products are provided “as-is” and “as available”, and are excluded from the Service Support Terms (including any service level agreements) and our warranties set forth in this Agreement. Preview Products may not be covered by support, and we and/or our Affiliates shall be entitled in our sole discretion to amend or discontinue a Preview Product at any time and without notice. We and / or our Affiliates are not required to release a Preview Product or make a Preview Product generally or commercially available.

2.8. Your Network and Connection. Except as otherwise agreed by the Parties in writing, you shall (a) ensure that your network and systems comply with the relevant specifications (if any) provided by us and/or our Affiliates from time to time; (b) be solely responsible for procuring and maintaining network connections and telecommunication links from your systems to our, our Affiliates’ and any third parties’ data centers as may be required to use the Products; and (c) be solely responsible for all problems, conditions, delays, delivery failures and all other loss, damage, liability, expense or cost of any nature or kind arising from or relating to your network connections or telecommunication links or caused by the Internet.

2.9. Activation of Products. Certain Products that you purchase may need to be activated by us, our Affiliate and/or a third party designated by us before they can be used by you. If the Product that you have purchased needs to be activated by our Affiliate or a third party, you acknowledge and agree that we may share your information (including personal data) with such Affiliate or third party for this purpose. Product activation shall be deemed to be complete if you are able to perform the following operations: (a) you can view the Products you purchased in the console accessible on the Website; (b) you are able to manage and maintain the Products in accordance with relevant manuals or other documentation provided by us and/or our Affiliates; and (c) you can use the methods approved by us and/or our Affiliates to query Product-related parameters that are consistent with the specifications and models selected in the Order.

2.10. After-Sales Support.After-Sales Support shall be performed by the relevant Service Provider in accordance with the Service Support Terms, as described in Section 1.3.

2.11. Unsubscribe Requests. Certain Products and related services provided by us and/or our Affiliates may include an unsubscribe feature, which you may use to submit a request to unsubscribe from applicable Products and related services. Any unsubscribe requests shall be managed in accordance with our prevailing subscription policies and rules published on the Website which is available at: https://support.huaweicloud.com/intl/en-us/usermanual-marketplace/en-us_buyer_topic_0000023.html.

2.12. Service Supervision Process. To the extent that Products you purchase involve any offline methods of delivery or provision:

(a) You hereby represent and warrant that all information submitted by you during the service supervision process (as further described on the Website is true, accurate and complete at the time of submission and on a continuous basis. You are solely responsible, and we and our Affiliates shall not be liable for, any delivery or provision failures or Product unavailability arising from your breach of the foregoing. You shall indemnify and hold us and our Affiliates harmless from and against any losses, costs, damages and liabilities arising out of or in connection with a breach of your representation and warranty under this Section 2.12; and

(b) you hereby acknowledge and agree that once you confirm acceptance by clicking the relevant button on the Website during the service supervision process, delivery of the Product (or part thereof) in respect of which you have confirmed acceptance shall be considered complete, and you will not be able to cancel your Order in respect of such Product (or part thereof).

3. Security and Data Privacy

3.1. Our Security. Subject to Sections 2.5, 3.2 and 3.5 of this Agreement, we shall maintain appropriate administrative, physical and technical measures designed to help you protect the security and confidentiality of Your Content stored in the Huawei Cloud environment. We will not access or use Your Content except as necessary to provide the Products and related services, perform or enforce this Agreement or to comply with Applicable Laws.

3.2. Data Privacy. In order to protect personal data provided to us as part of the provision of the Service, we will process personal data in accordance with the Huawei Cloud Privacy Statement as applicable to the Products subscribed and other relevant activities, which is available at: https://www.huaweicloud.com/intl/en-us/declaration-sg/sa_prp.html. You acknowledge and agree that we and / or our Affiliates may collect, use, disclose and/or otherwise process personal data that you provide to us in accordance with this Agreement and the Privacy Statement. If you provide us with any personal data relating to a third party (e.g. information relating to your End Users), by submitting such information to us, you hereby represent and warrant to us that you have notified such third party of the terms of this Agreement and the Privacy Statement, and that such third party has consented to you disclosing his/her personal data to us for the collection, use, disclosure and/or other processing of their personal data by us as described in this Agreement and the Privacy Statement. You shall indemnify and hold us and our Affiliates harmless from and against any losses, costs, damages and liabilities arising out of or in connection with a breach of your representation and warranty under this Section.

3.3. Your Security. You shall be liable for any security vulnerabilities and the consequences of such vulnerabilities arising out of or related to Your Content, including but not limited to any viruses, Trojan horses, worms or other harmful code contained in Your Content.

3.4. Operational data. All of the rights to the operational data of the Huawei Cloud Products, the Platform, and related websites belong to Huawei Cloud. Without prior express written permission from Huawei Cloud, you shall not save, use, or authorize others to use any of the operational data generated by the Huawei Cloud Products and the Platform for any purposes.

3.5. Huawei Affiliate Products. If you purchase and/or use Huawei Affiliate Products, the relevant Huawei Affiliate may need to collect, use, disclose and/or otherwise process personal data provided by you for the purpose of providing you with After-Sales Support. You acknowledge and agree that: (a) we may share any personal data that you provide to us with such Huawei Affiliate for this purpose; and (b) the collection, use, disclosure and/or other processing of your personal data by such Huawei Affiliate will be undertaken by such Huawei Affiliate on its own behalf, pursuant to its privacy policies and/or other relevant provisions relating to data processing as may be included in the Service Support Terms. It is solely your responsibility to check the applicable privacy policies and other relevant terms of such Huawei Affiliate as published and/or made available via the Product details page on KooGallery. The Huawei Cloud Privacy Statement does not apply to the processing of personal data by non-Huawei Cloud Service Providers. IF YOU DO NOT AGREE TO SUCH PRIVACY POLICIES AND SUCH OTHER RELEVANT TERMS GOVERNING THE PROCESSING OF PERSONAL DATA THAT YOU PROVIDE TO HUAWEI AFFILIATES, YOU MUST NOT PURCHASE AND USE THE HUAWEI AFFILIATE PRODUCTS.

4. Fees and Payment

4.1. Payment of Fees. You agree to pay us all applicable fees related to the Products that you purchase, in accordance with the applicable pricing, accepted currency(ies), payment methods and rules as stated in the applicable Order Form on KooGallery and/or on the Website. We may revise such pricing, accepted currency(ies), payment methods and rules in our sole discretion at any time. Recurring fees will be billed on a monthly basis.

We will issue an invoice to you if we are required to do so under Applicable Laws. You hereby agree to pay in the currency as specified in the invoice, within the due date on the invoice. You acknowledge and agree that we may adjust your payment frequency, payment method, consumption quota or repayment period if we reasonably believe that there could be fraudulent activity by you or a potential breach of your payment obligations.

All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction unless specifically required by Applicable Laws. You shall be the sole person responsible to pay any bank charges and related fees incurred in the performance of this Agreement.

4.2. Discounts. We may, at our sole discretion, extend discounts to you on Products that you purchase.

4.3. Taxes.

4.3.1 Fees for Products are

(a) exclusive of withholding tax, VAT, sales tax, goods and services tax (GST) or any similar or analogous Tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply.

(b) inclusive of any other taxes such as Digital Service Tax which should be filed and paid by us in accordance with the relevant laws and regulations.

4.3.2 Each Party is responsible, as required under applicable laws and regulations as well as applicable double tax treaties or arrangements, for filing and paying all Taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. If any other Taxes (including but not limited to withholding tax) are required by law to be levied on any payment, you shall make payments of such additional amounts as may be necessary to ensure that we actually receive payment of the full amount chargeable for your use of the Products as if no Taxes had been required. Any additional Tax, penalty, or interest arising from your delay or omission in complying with the above-mentioned Tax responsibilities shall be borne by you.

4.3.3 If we incur any additional Taxes, costs or liabilities as a consequence of your delay or omission of the above-mentioned Tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned Tax responsibilities arising from our supplies of Products and related services to you (including but not limited to information relevant to the determination of your country of Tax residency), you shall be solely and exclusively liable to bear, and shall indemnify and hold us harmless against, such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or Tax authorities.

4.3.4 If, subsequent to the entering into, during the course of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax Changes”), we reserve the right to adjust the amounts payable by you to us, taking into account the Tax Changes, such that there would be no financial detriment to us arising from the Tax Changes.

4.4. Refunds. In the event that you apply for a refund, we will review your refund application according to our prevailing refund policies and processes. If we confirm that your refund application meets the relevant requirements, we will notify you about our decision and process your refund in accordance with our prevailing refund policies and processes available at: https://support.huaweicloud.com/intl/en-us/usermanual-marketplace/en-us_buyer_topic_0000023.html.

4.5. Cancellation. You acknowledge and agree that we will be entitled to suspend or cancel your access to and / or use of the Products and/or the KooGallery in the event that you breach your payment obligations for the Products you purchase. You acknowledge and agree that such cancellation or suspension may result in your data loss, and we shall not be responsible or liable for any damages, losses, expenses or costs arising from such suspension or cancellation (including any resulting data loss).

4.6.  Coupon. Coupons and other promotional offers made available on the Website cannot be used to purchase Products unless expressly stated otherwise.

5. Representations and Warranties

5.1. Mutual Representations. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

5.2. Your Representations and Warranties. You represent, warrant and undertake that (a) you shall comply with all Applicable Laws with respect to your activities under this Agreement; (b) you shall comply with the Acceptable Use Policy in connection with your use of the Products and the KooGallery; and (c) your use of the Products and KooGallery shall not infringe the Intellectual Property Rights or any other rights of any third party.

5.3. Our Limited Warranty. In relation to Huawei Cloud Products, we warrant that the After-Sales Support will be performed using commercially reasonable care and skill to meet the Service Support Terms. Your exclusive remedies for breach of this warranty are those set forth in the Service Support Terms. In relation to Huawei Affiliates’ Products, Huawei Cloud is not responsible for, and makes no representations or warranties (express or implied), as to After-Sales Support. We and our Affiliates shall not be liable for (a) any issues relating to the Products caused by Your Content or Third-Party Content or products and/or services not provided by us and/or our Affiliates, or (b) any problems caused by misuse or modification of the Products, or use of the Products in breach of the terms and conditions of this Agreement and Applicable Laws. Preview Products and trial Products are provided “as-is” and “as available”, without warranties of any kind.

6. Proprietary Rights and Restrictions

6.1. Your Content. You and/or your licensors shall retain all ownership and Intellectual Property Rights in and to Your Content. You hereby grant us and our Affiliates the right to host, use, process, display and/or disclose Your Content to provide and ensure proper operation of the Products and related services in accordance with this Agreement or for the purposes of carrying out marketing activities (whether online or offline).

6.2. Product Offerings. We, our Affiliates and/or our licensors reserve all ownership, rights including Intellectual Property Rights, titles and interests in and to the Products and the KooGallery (including any underlying software programs and all of its portions, reproductions and modifications), derivative works thereof, and anything developed or delivered by or on behalf of us and / or our Affiliates under this Agreement. Except as expressly provided herein, nothing in this Agreement shall be construed to grant you any rights, titles and interests in and to the Products and KooGallery.

6.3. Restrictions. You shall not, and shall procure that others do not (a) modify, alter or make derivative works of the Products and / or the KooGallery; (b) disassemble, decompile, reverse engineer, reproduce any part of the Products or the KooGallery, or carry out any other action to derive the source code of any software included in the Products or the KooGallery; (c) distribute, resell, sublicense, transfer or assign the Products or the KooGallery, except as otherwise provided in this Agreement or agreed by the Parties in writing; and (d) access the Products or the KooGallery in order to (i) build a competitive product or services; (ii) copy any features, functions or graphics of the Products or the KooGallery; or (iii) perform or disclose any benchmark, security testing or performance testing of the Products or KooGallery.

6.4. Feedback. You hereby grant Huawei Cloud and its Affiliates a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into KooGallery or Products any enhancement requests or feedback provided by you, so long as you are not identified in any way as the source of such feedback. For the avoidance of doubt, Huawei Cloud and its Affiliates shall not be obliged to implement any such enhancement or feedback. You agree to provide any necessary support for the implementation of the aforesaid enhancements or feedback.

7. Indemnification

7.1. Indemnification by Huawei Cloud. If a third party makes a claim against you that the Products provided by us and used by you infringe the third party’s Intellectual Property Rights, we will, at our cost, defend you against the claim and indemnify you for the damages, costs and expenses finally awarded by the court to the third party claiming infringement or the settlement agreed to by us, provided that you (a) promptly notify us in writing of such claim; (b) give us sole control of the defense and settlement negotiation of the claim; and (c) provide us with all reasonable information, authority and assistance we need to defend against or settle the claim. We may at our discretion (a) modify the Products to be non-infringing while substantially preserving their functionality; (b) obtain a license to allow for continued use; or (c) terminate the provision of the Products and/or After-Sales Support and refund the fees prepaid for any unused portion of the Products upon prior written notice. Notwithstanding the foregoing, we will not indemnify you if (a) the claim is caused by the use or combination of the Products or any part thereof with software, hardware, or content not provided by us; (b) the claim arises from Your Content, Third-Party Content, or your breach of this Agreement; (c) you alter the Products or use it outside the scope of use identified in the Product documentation notified to you (or you use the Products in a manner contrary to our instructions given to you); (d) the claim arises from any modification to the Products or the underlying software not carried out by us; (e) the claim arises from any necessary implementation of an industry standard or protocol or compliance with any Applicable Laws; (f) you continue to use the Products after being notified to stop due to a third party claim; or (g) you fail  to download the upgrade of the Products to the updated version, or fail to implement the recommendations from us, and the infringement claim could have been avoided by using an unaltered updated version or implementing the recommendations we provided.

7.2. Indemnification by you. If a third party makes a claim against Huawei Cloud and/or our Affiliates that your use of the Products or the KooGallery is illegal or in breach of this Agreement, you shall indemnify and hold harmless Huawei Cloud and/or our Affiliates from and against any and all third-party claims, suits, demands, actions, damages, losses, liabilities, costs and expenses, (including reasonable attorney’s fees and associated costs) arising out of or in connection with any such claim provided that we and/or our Affiliates (x) promptly notify you in writing of such claim; (y) give you control of the defence and settlement negotiation of such claim; and (z) provide you with any reasonable information, authority and assistance necessary to defend against or settle such claim. We may at our discretion suspend or terminate the provision of the Products, this Agreement and/or the applicable Order, without refund of any fees paid. You shall not be obliged to indemnify us and/or our Affiliates if such claim is caused directly by our breach of this Agreement.

8. Non-Disclosure

8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure without breach of confidentiality obligations owed to the disclosing party; (c) is lawfully disclosed to the Receiving Party free of any obligation of confidence by a third party which itself was not under any obligation of confidence in relation to that information; or (d) is independently developed by the Receiving Party. For the purposes of this Section 8, references to “Party”, “Disclosing Party” and “Receiving Party” shall, in relation to us, be interpreted as a reference to Huawei Cloud and our Affiliates, and Huawei Cloud shall be entitled to enforce this Agreement in relation to Confidential Information as if it were the Affiliates referred to, and can recover all losses and damages suffered by its Affiliates as if they were its own.

8.2. Protection of Confidential Information. The Receiving Party agrees to keep the Disclosing Party’s Confidential Information confidential during the Term and for a period of five (5) years thereafter. Neither Party shall disclose the other Party's Confidential Information to any other person or entity except with the prior written consent of the other Party or in accordance with this Section 8. Each Party agrees to take appropriate measures to protect the Disclosing Party’s Confidential Information which shall in no event, be less than the degree of care that it uses to protect its own Confidential Information. All Confidential Information shall remain the property of the Disclosing Party and the Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except as expressly agreed otherwise in this Agreement) operate to transfer or operate as a grant of any licences or rights to use any Intellectual Property Rights in the Confidential Information.

8.3. Permitted Disclosure. Neither Party may use the other Party’s Confidential Information except in connection with the performance of its obligations under this Agreement or the permitted use of the Products, as applicable, or as may be otherwise permitted under this Agreement or required by Applicable Laws. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees, officers, agents or subcontractors on a need to know basis and who are subject to confidentiality obligations no less than the degree of protection as required herein. Huawei Cloud may disclose Confidential Information to its Affiliates that need to know such information for the purposes of this Agreement. The Receiving Party may only use the Disclosing Party’s Confidential Information for the purpose of performing this Agreement, unless otherwise authorized by the Disclosing Party. Notwithstanding anything to the contrary, the Receiving Party may disclose the Disclosing Party’s Confidential Information in a legal proceeding, as required by law, or in order to comply with a legally binding request under Applicable Laws, to the extent required to comply with the applicable binding requirements. In such circumstances (provided that it is practical and legally permissible to do so): (a) the Receiving Party must notify the Disclosing Party in writing as soon as practicable prior to any such disclosure; (b) the Parties must use all reasonable endeavours to consult with each other with a view to agreeing the timing, manner, and extent of the disclosure to the extent legally permissible; and (c) the Receiving Party must in any event use all reasonable endeavours to obtain written confidentiality undertakings in its favour from the third party. If, under Applicable Laws, the Receiving Party is unable to inform the Disclosing Party prior to Confidential Information being disclosed, it shall (provided that it is legally permitted to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the Confidential Information which has been disclosed.

9. Limitation of Liability

9.1. LIMITATION OF LIABILITIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT IN RESPECT OF ANY LOSS, DAMAGE, FINE, PENALTY, LIABILITY, CHARGE, PROCEEDING, EXPENSE, OUTGOING OR COST OF ANY NATURE OR KIND ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) AND BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT FOR THE PRODUCTS PURCHASED ON KOOGALLERY GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE CLAIM.

9.2. EXCLUSION OF LIABILITIES. SUBJECT TO SECTION 9.1, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR:

(a) ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGE; or

(b) ANY LOSS OF REVENUES, PROFITS, BUSINESS, OPPORTUNITIES, CUSTOMERS, DAMAGE TO GOODWILL, ECONOMIC LOSS, REPUTATION, OR LOSS OF DATA OR DATA USE (REGARDLESS OF WHETHER THESE TYPES OF LOSSES OR DAMAGE ARE DIRECT, INDIRECT OR CONSEQUENTIAL); OR

ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY THAT SUCH DAMAGE OR LOSS MAY BE INCURRED BY THE OTHER PARTY.

9.3.  UNDER NO CIRCUMSTANCES WILL HUAWEI CLOUD HAVE ANY LIABILITY FOR ANY LOSSES, CLAIMS, DAMAGES, COSTS OR EXPENSES CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED BY HUAWEI CLOUD OR ITS AFFILIATES TO OR ON BEHALF OF YOU IN CONNECTION WITH THE KOOGALLERY OR THIS AGREEMENT, OR ANY ACTIONS TAKEN BY HUAWEI CLOUD OR ITS AFFILIATES AT YOUR DIRECTION IN CONNECTION WITH THIS AGREEMENT.

10. Disclaimers

10.1.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE AND OUR AFFILIATES DO NOT WARRANT, REPRESENT, UNDERTAKE OR AGREE THAT: (A) THE PRODUCTS, KOOGALLERY OR ASSOCIATED SERVICES AND AFTER-SALES SUPPORT WILL BE PERFORMED FREE FROM ALL DEFECTS OR THAT ASSOCIATED SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; (B) WE AND/OR OUR AFFILIATES WILL CORRECT ALL DEFECTS OR ERRORS, OR PREVENT ALL THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS IN CONNECTION WITH THE PRODUCTS; (C) THE PRODUCTS WILL OPERATE IN CONJUNCTION WITH YOUR CONTENT OR ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY US AND/OR OUR AFFILIATES; (D) THE USE OF THE KOOGALLERY OR ANY PRODUCT BY YOU WILL MEET YOUR REQUIREMENTS NOR THAT ANY RECOMMENDATIONS DERIVED FROM USE OF THE KOOGALLERY WILL DELIVER ANY PARTICULAR BENEFITS IF IMPLEMENTED; OR (E) THE FUNCTIONS OF THE KOOGALLERY OR ANY PRODUCT WILL OPERATE IN THE COMBINATIONS WHICH YOU SELECT FOR USE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS IN EACH CASE AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE AND OUR AFFILIATES EXCLUDE AND SPECIFICALLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, , CONDITIONS OR OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS, CONDITIONS REGARDING MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE.

10.2. Non-Breach. You hereby agree and acknowledge that the following events or actions by Huawei Cloud do not constitute a breach of this Agreement, and Huawei Cloud shall not be liable therefor:

(a) The interruption of services which may occur while Huawei Cloud carries out adjustments to the network or carries out routine or emergency maintenance. You may be unable to access the KooGallery during any period in which maintenance is being carried out (whether routine or emergency), though Huawei Cloud will use its reasonable commercial endeavours to keep disruption and unavailability of the KooGallery to a minimum;

(b) Without limitation to Section 12 of this Agreement, you acknowledge that Huawei Cloud has no direct control over the availability of bandwidth over the entirety of the internet and that, while Huawei Cloud will use such endeavours as Huawei Cloud deems appropriate to facilitate the KooGallery, Huawei Cloud shall not be responsible for delays caused by such unavailability;

(c) The consequences arising out of or in connection with, the malicious activities of hackers, viruses, maintenance or upgrade of telecom facilities or equipment, and the disconnection of the backbone line, in view of the special characteristics of computers and the Internet; and

(d) the unavailability of your services caused by operations and maintenance measures taken by Huawei Cloud, provided that Huawei Cloud provides you with prior written notice regarding data backup, service migration, or service suspension unless such measures are required under Applicable Laws. Such operations and maintenance measures may include troubleshooting, system upgrades, system optimization, and system capacity expansion. In case of an emergency fault, Huawei Cloud is entitled to take the corresponding necessary measures without providing you with any prior notice.

10.3. Exclusions. Except as expressly provided in this Agreement, the KooGallery is provided “as is” and to the extent permitted by Applicable Laws, Huawei Cloud disclaims all other conditions, warranties, representations, undertakings and other terms which might have effect between the Parties with respect to the KooGallery, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable care and skill, fitness for a particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. Huawei Cloud does not warrant anything in relation to systems that do not make up the KooGallery or the connection to those systems.

10.4. Platform Problem. We do not provide any guarantee or warranty that the KooGallery will be free of any technical faults, interruptions and/or network problems, nor do we provide any guarantees or warranties that any such technical faults, interruptions and/or network problems will be rectified within a particular time period.

11. Term, Suspension and Termination

11.1. Term. The term of this Agreement will commence on the Commencement Date and will continue until terminated in accordance with its terms and conditions (the "Term“).

11.2. Suspension. Huawei Cloud may suspend or terminate your right of access or use of any of the Products and/or of KooGallery if:

(a) it is reasonably required in order to prevent unauthorized access to Your Content, any Product or the KooGallery;

(b) your access to and use of the KooGallery and/or Products breaches the Acceptable Use Policy, this Agreement and/or any Applicable Laws;

(c) you have failed to comply with your payment obligations under this Agreement;

(d) your access to and/or your use of the KooGallery and/or the Products may pose a security risk to the KooGallery, any Products, Huawei Cloud, its Affiliates or third parties;

(e) your access to and/or your use of the Products and/or the KooGallery may adversely impact the functionality, availability, or operation of the Products and/or the KooGallery;

(f) it is required under Applicable Laws or a competent authority;

(g) your access to and/or use of the Products and/or the KooGallery may subject Huawei Cloud, our Affiliates or subcontractors to potential liabilities or regulatory compliance risks;

(h) you infringe upon a third party’s Intellectual Property Rights or if Huawei Cloud deems that your action may infringe upon a third party’s Intellectual Property Rights;

(i) we believe that any of your activities connected with this Agreement are fraudulent or illegal; or

(j) to the extent permitted under Applicable Laws, you have ceased to operate in the ordinary course, or are in bankruptcy, insolvency, have been dissolved or you have entered, have been placed or have applied for voluntary or compulsory liquidation, dissolution, or similar proceedings.

11.3. Effect of Suspension. If Huawei Cloud exercises any rights pursuant to Section 11.2, such actions shall not waive or excuse any payment obligations which you may have for Product fees which are charged, including during the suspension period. No refund or service credits will be provided to you in the event of any suspension. Huawei Cloud shall reinstate your access to the Products and/or KooGallery once it has been established that the cause of the suspension has been remedied or ceases to exist.

11.4. Huawei Termination Rights. Huawei Cloud may immediately terminate this Agreement on giving notice to you, without incurring any liability to you and without prejudice to its other rights and remedies at any time, if any event described in Section 11.2 (a) to (j) occurs or persists (including during any suspension).

11.5. Termination.  Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice if: the other Party commits a material breach of any term of this Agreement and such breach is incapable of remedy; or, if such breach is capable of remedy, fails to remedy that breach within 30 days of receiving notice of such breach; or, to the extent permitted under Applicable Law, where either Party has ceased to operate in the ordinary course, is unable to pay its debts as they fall due, has been dissolved or is in bankruptcy, insolvency, or has entered, has been placed or has applied for voluntary or compulsory liquidation, dissolution, or similar proceedings.  

11.6. Consequences of Suspension or Termination: Upon termination for any reason we may terminate access to and / or delete your Content. .You acknowledge and agree that we are also entitled to immediately terminate access to the Products, After-Sales Support, relevant Order and/or this Agreement if any scenario described in 11.2 (a) to (j) occurs, and Your Content may be deleted immediately.

11.7. Consequences of Termination.

(a) Upon termination of this Agreement, you rights and the rights of your End Users to access and use any Products that you have purchased on an ongoing subscription basis shall immediately cease.

(b) Termination of this Agreement shall not (a) affect the accrued rights and obligations of the Parties as at the date of termination; (b) affect the continued operation of Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and any other provisions of this Agreement which are necessary for the interpretation or enforcement of this Agreement, all of which shall survive such termination; or (c) relieve you of any of your obligations hereunder to pay any fees and charges under Section 4 accrued or payable to us during the Term (including any fees incurred during any suspension period) and you shall immediately pay us all such fees upon the effective date of termination.

(c) Except as provided at Section 11.6 upon termination, during the extended and/or retention period as detailed in our Website, you may retrieve Your Content.

12. Force Majeure

Neither Party shall be liable for any delay or failure to perform this Agreement caused by acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God (including earthquake, storms or other natural disaster), epidemic, pandemic, quarantine, acts of terrorism, war or warlike operations, civil unrest or riot, electrical, internet or telecommunication outage, blockages, sanctions, embargoes, fire, flood, explosion or malicious damage, or failure of plant or equipment, or change of any law, governmental order, rule, regulation, direction or industry standard. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than sixty (60) days, either Party may cancel orders placed for Products which have not yet been delivered and ongoing Product orders where service has been interrupted upon written notice.

13. Governing Law and Jurisdiction

13.1. This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with the Governing Law, without regard to its conflict of law principles.

13.2. The Parties agree irrevocably to submit any dispute arising out of or in connection with this Agreement to the exclusive jurisdiction of the Corresponding Court (including any dispute or claim relating to non-contractual obligations).

14. Entire Agreement

This Agreement incorporates the documents and policies expressly referenced herein (including reference to information contained in a URL or referenced policy and the applicable Order), and constitutes the entire agreement between the Parties regarding the Products and Third Party Content. This Agreement supersedes all prior or contemporaneous representations, communications, understandings and agreements between you and Huawei Cloud, whether in written or oral form, regarding the Products and Third Party Content. It is expressly agreed by the Parties that the terms of this Agreement and the applicable Order will supersede any other terms and conditions that are not set out in this Agreement, including any terms you may provide us with in a request for bid/proposal/information, purchase order, receipt, order acceptance, confirmation, correspondence or other document. Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other Party in relation to the subject matter of this Agreement at any time before the taking effect of this Agreement, unless otherwise explicitly provided in this Agreement.

15. Changes and Modifications

15.1. Changes. We may change or discontinue Products / KooGallery or change or remove functionality of the Products / KooGallery from time to time at our sole discretion. Huawei Cloud may notify you of same by posting an announcement on the Website or otherwise notifying you of material changes to or the discontinuation of the KooGallery. We and/or our Affiliates may also update the Service Support Terms from time to time in accordance with Section 14.2 below.

15.2. Modifications. Huawei Cloud may modify this Agreement, including the documents and policies referenced herein, at its discretion by posting a revised version on the Website. Except as otherwise indicated in the modified Agreement, documents, or policies, the modified terms will come into effect once notification has been provided to you and posted on the Website. Your continuous use of the Products and /or any of the KooGallery after the coming into effect of such modification will be deemed acceptance by you of the modified terms.

16. Miscellaneous

16.1. Relationship. Each Party is an independent contractor for the purposes of this Agreement. This Agreement does not create any partnership, joint venture, agency or employment relationship between the Parties of any nature. Neither Party is entitled to make any representation or enter into any contract or commitment on behalf of the other.

16.2. Non-Assignment. You shall not assign, charge, sub-contract, deal in any manner with all or any of your rights or obligations under this Agreement or transfer all or part of this Agreement to any third party, including your affiliates, without prior written consent from Huawei Cloud. Huawei Cloud may, at any time, transfer, assign, charge, sub-contract, deal in any manner with all or any of its rights or obligations under this Agreement or transfer any rights or obligations under this Agreement without your consent to any of its Affiliates. Huawei Cloud will notify you, by posting an announcement on our Website and informing you of such announcement or through other means which shall be communicated to you, prior to the effective date of such transfer or assignment.

16.3. Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other persons. Notwithstanding the foregoing, you acknowledge and agree that certain provisions in this Product User Agreement have been included to protect our Affiliates and Huawei Cloud shall be entitled to recover all losses, costs, expenses or damages of any of our Affiliates in connection with this Agreement as if those losses, costs, expenses or damages were those of Huawei Cloud. The rights of the Parties to rescind or vary these Terms are not subject to the consent of any such Affiliate.¶

16.4. Products Monitoring. In order to (a) operate and provide the Products and After-Sales Support, (b) detect and address threats to the functionality, security, integrity and availability of the Products, (c) support your service requests, and (d) detect illegal activities or breach of the Acceptable Use Policy, this Agreement and Applicable Laws, we and/or our Affiliates may continuously monitor the Products, the KooGallery and your use thereof.

16.5. Export. In connection with this Agreement, both Parties shall comply with the applicable export and sanction laws and regulations of the United Nations, China, the United States, the European Union and any other applicable export and sanction laws. You hereby represent and warrant that you and/or your End User are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United States Government, the European Union or any of the member states of the European Union. You shall be solely responsible for compliance with Applicable Laws related to your subscription to, access and use of the Products, including but not limited to Your Content you upload, process, provide and/or make available to your End User.

16.6. Financial Compliance. You hereby represent, warrant and undertake that 1) neither you nor (if any) any of your subsidiaries, directors, shareholders, officers, affiliates, agents or employees is a Restricted Party; 2) any fund or payment made to us at any time shall not, directly or indirectly, derive from or relate to or involve a Restricted Party, money-laundering, terrorist-financing or any other transaction, activity or business that would be in violation of applicable laws and regulations and all or any part of the proceeds or funds you acquire at any time pursuant to this Agreement shall not be, directly or indirectly, used or contributed to, or otherwise made available to fund, support or facilitate any illicit and unlawful transaction, activity or business, including but not limited to those that would reasonably be expected to result in a Party being in breach of any applicable Sanctions or prohibited by applicable Sanctions; 3) you agree to immediately indemnify us on demand against any liability or damage, including but not limited to any losses, fines, penalties, costs, expenses, attorney fees, or damages that we may incur or suffer in connection with your failure to comply with any representation, warranty and undertaking in Section 16.6.

In this Agreement:

Restricted Party means a person that is (a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (b) located in, permanent resident of, or incorporated under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (c) otherwise a target of Sanctions being a person with whom a US person or other national of a Sanctions Authority would be prohibited by law from engaging in trade, business or other activities;

Sanctions means embargo and economic sanctions, international laws, regulations or restrictive measures imposed, administered or enforced from time to time by (a) the United Nations; (b) the European Union; (c) United States Treasury Department's Office of Foreign Assets Control (“OFAC”), or the US Department of State; (d) HM Treasury of the United Kingdom; and (v) other competent governmental institutions in any jurisdiction; to the extent that they apply to a Party’s activities under this Agreement (collectively, the “Sanctions Authorities”);

Sanctions List means the 'Financial Sanctions' list published by the EU Commission, the Sanctions Committees list published by the United Nations, the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

16.7. Notices. We may provide notice to you under this Agreement by posting a notice on the Huawei Cloud Website, or by email, website pop-up message, or text  message (including via SMS and other instant messaging platforms). Notices we provide by posting on the Huawei Cloud Website will be effective upon posting, and in the case of emails and text messages upon sending out (irrespective of whether and when you receive or read it). You shall be responsible for ensuring that your email address and phone number on your Huawei Cloud account are up to date at all times.

16.8. Customer Reference. In consideration of our provision of the Products, you acknowledge and agree that we and/or our Affiliates may refer to you as our customer in our sales and marketing materials and activities. We and/or our Affiliates may use your logo for such purpose. 

16.9. No Waivers. Any delay or failure to enforce any provision of this Agreement will not constitute a waiver of such provision and will not limit the right to enforce such provision at a later date. If a Party waives a breach of any provision of this Agreement, this will not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. Any waivers shall be expressly made in writing to be effective.

16.10. Severability. If any term of this Agreement is found to be invalid, illegal or unenforceable, the remaining terms of this Agreement shall be unaffected and shall remain valid and enforceable. The invalid, illegal or unenforceable term shall be modified so as to give effect to the original intent of the Parties as closely as possible.

17. Definitions

Capitalised terms used in this Agreement shall have the meanings first stated in this Section or those given in the Section of the Agreement where they are first used.

17.1.“Acceptable Use Policy” means the policy located at: https://www.huaweicloud.com/intl/en-us/declaration-sg/sa_nisr.html, which is incorporated into this Agreement by reference, as may be updated from time to time.

17.2.“After Sales Support” has the meaning given in Section 1.2.

17.3.“Affiliate” in relation to a Party means any person which directly or indirectly controls, is controlled by, or is under common control with that Party. For purposes of the foregoing, “control” shall mean the possession of power to direct or cause the direction of the management and policies of a person, whether through the ownership of equity or voting power, by contract or otherwise.

17.4.“Agreement” has the meaning given in the preamble.

17.5.“Applicable Laws” refers to legislation, regulations, codes of practice, guidance and other requirements of any relevant governmental or regulatory agency or other relevant body.

17.6.“Commencement Date” has the meaning given in the preamble.

17.7.“Confidential Information” has the meaning given in Section 8.1.

17.8.“Customer” has the meaning given in the preamble (also referred to as ‘you’ and ‘your’).

17.9.“Disclosing Party” has the meaning given in Section 8.1.

17.10.“End User” means any person you permit to access and use the Products and/or Your Content.

17.11.“Governing Law” and “Corresponding Court”  means the following and is dependent on the Huawei Cloud Contracting Party as per Section 17.15:

Huawei Cloud Contracting Party	Governing Law	Corresponding Court
Sparkoo Technologies Hong Kong Co., Limited	Laws of Hong Kong	Hong Kong Court
Sparkoo Technologies Singapore Pte. Ltd.	Laws of Singapore	Singapore Court
Huawei Technologies De Mexico, S.A. De C.V.	Laws of Mexican	Mexican Court
Sparkoo Technologies PERU S.A.C.	Laws of Peru	Lima Courts of Justice
Sparkoo Technologies Do Brasil Ltda.	Laws of Brazil	Court of the City of Sao Paulo
Sparkoo Technologies South Africa (Pty) LTD.	Laws of the Republic of South Africa	The Court of South Africa having jurisdiction
Sparkoo Technologies Chile SpA	Laws of Chile	Santiago Courts of Justice
Sparkoo Technologies (Thailand) Co., Ltd.	Laws of Thailand	Thailand Court
Saudi Arabia	Laws of  Kingdom of Saudi Arabia	Riyadh, Kingdom of Saudi Arabia Court

17.12.“Huawei” means Huawei Cloud and its Affiliates.

17.13.“Huawei Affiliates” or “Affiliates” means Affiliates of Huawei Cloud. For the purposes of this definition, “Huawei Affiliates” excludes the Huawei Cloud Contracting Party and its Affiliates that collectively constitute the cloud computing business unit of Huawei. In case of any doubt as to whether an Affiliate of Huawei Cloud is part of the cloud computing business unit of Huawei, a written statement issued by Huawei Cloud confirming the status of such Affiliate shall be conclusive evidence and binding for all purposes whatsoever.

17.14.“Huawei Affiliate Products” has the meaning given in the preamble.

17.15.“Huawei Cloud” or “Huawei Cloud Contracting Party” refers to the following (for purposes of clarity, the Huawei Cloud Contracting Party will be the Huawei Cloud entity associated with the country or region in which you are registered as per the below table):

The country/region in which you are registered	Huawei Cloud Contracting Party
South Africa	Sparkoo Technologies South Africa (Pty) LTD.
Chile	Sparkoo Technologies Chile SpA
Peru	Sparkoo Technologies PERU S.A.C.
Brazil	Sparkoo Technologies Do Brasil Ltda.
Mexico	Huawei Technologies De Mexico, S.A. De C.V.
Thailand	Sparkoo Technologies (Thailand) Co., Ltd.
Hong Kong	Sparkoo Technologies Hong Kong Co., Limited
Saudi Arabia	Sparkoo Technologies Arabia Co., Ltd.
Countries other than the above	Sparkoo Technologies Singapore Pte. Ltd.

17.16.“Huawei Cloud Products” has the meaning given in the preamble.

17.17.“Intellectual Property Rights” means any and all intellectual property or other similar proprietary rights throughout the world, including patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, right in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, right to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

17.18.“KYC” has the meaning given in Section 2.3.

17.19.“Matter” has the meaning given in Section 1.4.

17.20.“Order” means the order you place with us either online or offline for the Products.

17.21.“Order Form” means the relevant order form you submit to us online or offline in respect of an Order.

17.22.“Party” and “Parties” have the meaning given in the preamble.

17.23.“Personal Data” means any information relating to an identified or identifiable natural person, directly or indirectly, including information that can identify an individual when taken in combination with other information to which a Party has or is likely to have access.

17.24."Platform" or “KooGallery” refers to a neutral e-commerce platform that is established and operated by Huawei Cloud, on which you can transact with Sellers and/or Resellers such as purchasing Products from Sellers and/or Resellers located at: https://marketplace.huaweicloud.com/intl/.

17.25.“Preview Product” has the meaning given in Section 2.7.

17.26.“Products” has the meaning given in the preamble.

17.27.“Privacy Statement” refers to the Huawei Cloud’s privacy statement located at: https://www.huaweicloud.com/intl/en-us/declaration-sg/sa_prp.html, as may be updated from time to time, which is incorporated into this Agreement by reference.

17.28.“Receiving Party” has the meaning given in Section 8.1.

17.29.“Service Provider” has the meaning given in Section 1.2.

17.30.“Service Support Terms” refers to, in relation to each Product, the relevant terms describing the After-Sales Support to be provided, including service level agreements or other terms relating to service levels, technical support, specific terms for individual Products and/or Product warranties (depending on the type of Product), as may be updated from time to time, which shall constitute a binding agreement between you and the relevant Service Provider. In relation to Huawei Cloud Products where Huawei Cloud is the relevant Service Provider, the Service Support Terms are incorporated into this Agreement by reference. The relevant terms that apply to each Product can be accessed by visiting the relevant Product details page on KooGallery.

17.31.“Tax” or “Taxes” refers to all taxes, including but not limited to income tax, withholding tax, wealth tax, capital gain tax, value added tax, goods and services tax, service tax, sales tax, surcharge, duties, levies and other similar charges, however designated, which are imposed by law on an entity as a result of the existence or performance of this Agreement.

17.32.“Tax Changes” shall have the meaning given in Section 4.3.

17.33.“Term” has the meaning given in Section 11.1.

17.34.“Third-Party Content” refers to any third party software, data, interfaces or other products installed, used or downloaded by you in connection with the Products on the KooGallery.

17.35.“Your Content” refers to any data (including personal data), software, device, text, images, video, audio, photographs, third-party applications, information, and materials, in any format, provided or made available by you and/or your End User that is transferred to, stored in, or processed by or in the Products. Our materials, data and information will not fall within the definition of Your Content.

17.36.“Website” refers to the Huawei Cloud Website located at: https://www.huaweicloud.com/intl/en-us/.

18. Country Specific terms 

The country-specific terms below will replace or be added to the above equivalent terms of this Agreement.

Country/Region where you are registered	Section   #	Terms and Conditions
Singapore, South Africa， Chile， Peru， Brazil， Thailand， Hong Kong, Mexico, Saudi Arabia Malaysia, Kenya, Pakistan, Philippines, Japan, Macao, Papua New Guinea, Bahrain, Mauritius, Türkiye, Ethiopia, Libya, Nigeria	Section 4.3	4.3 Taxes. 4.3.1  Fees for Products rendered by the Seller are:   i.   exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous turnover tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply.   ii.   Inclusive of:  withholding tax, or any similar or analogous tax applicable in a relevant territory if any, which shall be deducted from Fees thereto, and  any other taxes such as Digital Service Tax which should be filed and paid by seller and us in accordance with the relevant laws and regulations. 4.3.2  Each Party should, as required under applicable laws and regulations as well as the applicable double tax treaties or arrangements, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) respectively that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement.  4.3.3  All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations in the territory or under the applicable double tax treaties or arrangements. 4.3.4  In the circumstance that a withholding tax or tax deduction is so required, you shall fulfill the withholding liability and make the payment to us net of the withholding tax or tax deduction, subject to the following requirements under this Section. a)  Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with reasonable efforts.  We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment. b)  Where there are Taxes to be withheld, you shall provide us with the formal tax clearance/payment certificates or other equivalent legal documents issued by the tax authority within 60 days after the completion of such withholding activity. You shall be responsible for obtaining such tax clearance certificate or equivalent legal document from the tax authority, and deliver it to us properly in good condition (i.e. not broken, stained or blurred that might affect our use) with reasonable effort. In case that a tax authority does not provide a formal tax clearance, payment certificate or equivalent legal documents, we will mutually agree what other alternative evidence can be provided. In case that such tax clearance certificate or equivalent legal document could not be provided to us due to your negligence or non-compliance, you shall indemnify us for any losses, damage, expense or cost caused thereby. c)   If you pay the charge to us net of the withholding tax or tax deduction, and a subsequent tax audit, investigation or inquiry identifies that a filing, withholding or deduction should have been made for/from the charge, you shall be liable to bear and pay amounts due under such a filing, deduction and any surcharges and penalties due thereon to the relevant authority. 4.3.5   If we incur any additional tax costs or liabilities as a consequence of your delay or omission of above mentioned tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned tax responsibilities arising from our supplies of services to you (including but not limited to information relevant to the determination of your country of tax residency), you shall be solely and exclusively liable to bear such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or tax authorities. 4.3.6   If, subsequent to the entering into, during the course of the performance of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any.

 

Last Updated: November 3, 2023