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 KooGallery.

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

This Huawei Cloud KooGallery Products User Agreement (the “Agreement”) contains the terms and conditions that govern your purchase, access and use of software, services, content or other products developed by Huawei Cloud and/or Huawei Affiliates (“Huawei Cloud Products” and/or “Huawei Affiliate Products” respectively) that are listed on KooGallery (collectively “Products”). This Agreement is entered into by and between the Huawei Cloud Contracting Party as defined in Section 15.4 of this Agreement (“Huawei Cloud”, “we”, “us” and “our”) and the entity you represent or you individually if you don’t designate an entity in connection with your Huawei Cloud account (“Customer”, “you” or “your”). If you enter into this Agreement for a company or other legal entity, you represent and warrant that you have the power and authority to do so and to bind the entity to the terms and conditions of this Agreement. This Agreement takes effect as of the date you accept this Agreement, unless otherwise notified by us (the “Effective Date”). You and Huawei Cloud are each referred to as a “Party” and collectively as “Parties” hereunder.

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 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 15.2, 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 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. Your continued use of the Products following the publication of such changes constitutes 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 to the extent of 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, provisioning 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 thereafter liaise directly with such relevant Service Provider on all aspects of After-Sales Support.

2.  Use of the Products

2.1 Rights Granted. For the Products your purchased and/or subscribed, we grant you a non-exclusive, non-transferable, non-sub-licensable and limited right to access and use the Products in accordance with the terms and conditions of this Agreement. You shall comply with this Agreement, applicable laws and regulations in connection with your access and use of the Products. 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 violation of this Agreement caused by an End User, you will notify us immediately and take appropriate actions to remedy such violation, 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. If your information changes at any time, please update such information in your account to reflect those changes. You are 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) all activities that occur under your account, whether they are your activities, those of any End User or otherwise. You will notify us immediately about any unauthorized or misuse of your account or any security incident related to the Products. You acknowledge and agree that we and our Affiliates will not be responsible for any unauthorized use or misuse of your account, unless such is directly caused by our violation of the terms and conditions hereunder.

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 and regulations. 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 and regulations 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 and regulations. 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 KooGallery Terms. Other than 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 will ensure that Your Content does not violate the terms and conditions of this Agreement and applicable laws and regulations. You are solely responsible for the legality, accuracy, integrity and reliability of Your Content. You are solely responsible for securing and maintaining any required notice, consent or authorization 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 liabilities in relation to Your Content, unless otherwise required by applicable law.

2.6 Third-Party Content. The Products may include or be provided together with Third-Party Content. Third-Party Content may be governed by this Agreement, or 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. We and our Affiliates make no representation or warranty of any kind in respect of any Third-Party Content and shall have no liability for any loss, damage, expense or cost of any nature or kind resulting from any Third-Party Content.

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

2.8 Your Network and Connection. Except 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. If the Product that you have purchased needs to be activated by our Affiliate or a third party, you 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 will be performed by the relevant Service Provider in accordance with the Service Support Terms, as described in Section 1.2.

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 unsubscribe 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 provisioning:

(a)  you 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 continuing basis. You are wholly responsible, and we and our Affiliates shall not be liable for, any delivery or provisioning failures or Product unavailability arising from a 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; and

(b)  you 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, 3.3 and 3.4 of this Agreement, we will 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, or to comply with applicable laws and regulations or a binding order of a court or government, regulatory or other competent authority.

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 agree that we 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 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 are responsible 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 programming routines contained in Your Content.

3.4 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 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 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 THE PRIVACY POLICIES AND SUCH OTHER RELEVANT TERMS GOVERNING THE PROCESSING OF PERSONAL DATA THAT YOU PROVIDE, DO 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(s), 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(s), payment methods and rules in our 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, regulations or other legally binding requirements imposed by a competent authority. You 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 would be fraudulent activity 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 any applicable laws and/or regulations in the territory or under applicable double arrangements. You shall solely be 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. Fees for Products are 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. 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.

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.

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.

4.5 Cancelation. You agree that we will be entitled to suspend or cancel your access to the Products and/or KooGallery in the event that you fail to make on-time and full payment(s) for the Products you purchase. Such cancelation 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 cancelation (including any resulting data loss).

4.6 Vouchers. Vouchers 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 that it has validly entered into this Agreement and it has the legal power and authority to do so.

5.2 Your Representations and Warranties. You represent, warrant and undertake that (a) you shall comply with all applicable laws and regulations 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 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 are not responsible 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 violation of the terms and conditions of this Agreement and applicable laws and regulations. Preview Products and trial Products are provided “as-is” and “as available”, without warranties of any kind.

5.4 DISCLAIMERS. WE AND OUR AFFILIATES DO NOT WARRANT THAT: (A) THE PRODUCTS AND AFTER-SALES SUPPORT WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; (B) WE AND/OR OUR AFFILIATES WILL CORRECT ALL DEFECTS OR ERRORS, OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS IN CONNECTION WITH THE PRODUCTS; OR (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. TO THE EXTENT PERMITTED BY LAW IN EACH CASE AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE AND OUR AFFILIATES EXCLUDE AND SPECIFICALLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR OTHER COMMITMENTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR OTHER COMMITMENTS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

6.  Proprietary Rights and Restrictions

6.1 Your Content. You and/or your licensors retain the Intellectual Property Rights in and to Your Content. You grant us and our Affiliates the right to host, process and/or transmit Your Content to operate and provide the Products and related services in accordance with this Agreement.

6.2 Product Offerings. We, our Affiliates and/or our licensors retain all ownership, Intellectual Property Rights, titles and interests in and to the Products and 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 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 may not, and may not cause or permit End Users or others to (a) modify, alter or make derivative works of the Products or KooGallery; (b) disassemble, decompile, reverse engineer, reproduce any part of the Products or KooGallery, or apply any other procedure to derive the source code of any software included in the Products or KooGallery; (c) distribute, resell, sublicense, transfer or assign the Products or KooGallery, except as otherwise provided in this Agreement or agreed by the Parties in writing; and (d) access the Products or KooGallery in order to (i) build a competitive product or services; (ii) copy any features, functions or graphics of the Products or KooGallery; or (iii) perform or disclose any benchmark, security testing or performance testing of the Products or KooGallery.

6.4 Feedback and Suggestions. If any feedback, suggestions, requests, or recommendations are provided by you or any End User to us and/or our Affiliate in connection with the Products (“Customer Suggestion”), you acknowledge and agree that we and/or our Affiliates are entitled to use the Customer Suggestions without restrictions of any kind, including but not limited to any right to use and incorporate the Customer Suggestion into the Products or KooGallery to develop new features or enhance the performance, functionalities or security of the Products or KooGallery, and we and/or our Affiliates retain all ownership, Intellectual Property Rights, titles and interests thereof.

7.  Indemnification

7.1 Indemnification by us. If a third party makes a claim against you that the Products provided by us and used by you infringes the third party’s Intellectual Property Rights, we will, at our cost, defend you against the claim and indemnify you from 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 its 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 and regulations; (f) you continue to use the Products after being notified to stop due to a third party claim; or (g) you fail to cooperate with the upgrade of the Products to the updated version, or fail to implement the recommendations from us, if 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 us and/or our Affiliates that (a) Your Content or our use of Your Content in accordance with this Agreement or the combination of Your Content with the Products infringes the third party’s Intellectual Property Rights, or (b) you have used or are using the Products in an unlawful or infringing manner or in violation of this Agreement, you will, at your cost, defend us and/or our Affiliates against the claim and indemnify us and/or our Affiliates from the damages, costs and expenses finally awarded by the court to the third party claiming infringement or the settlement agreed to by you, provided that we and/or our Affiliates (x) promptly notify you in writing of such claim; (y) give you control of the defense and settlement negotiation of the claim; and (z) provide you with reasonable information, authority and assistance that are necessary to defend against or settle the 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 will not indemnify us and/or our Affiliates if such claim is caused directly by our breach of this Agreement.

7.3 Exclusive Remedy. This Indemnification section provides the Parties’ exclusive remedy for any infringement claims.

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 designated 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 us and our Affiliates.

8.2 Protection of Confidential Information. The Receiving Party agrees to keep the Disclosing Party’s Confidential Information in confidence during the term of this Agreement and for a period of five years thereafter. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with this Section 8. The Receiving Party agrees to take appropriate measures to protect the Disclosing Party’s Confidential Information but in no event less than the degree of care that it uses to protect its own confidential information.

8.3 Permitted Disclosure. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees, officers, agents or subcontractors who have a need to know and who are subject to confidentiality obligations no less stringent 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, or as required by law and regulatory requirements.

9.  Limitation of Liability

9.1 LIMITATION OF LIABILITIES. TO THE EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY TOGETHER WITH THAT OF OUR AFFILIATES 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 IN RESPECT OF WHICH SUCH LIABILITY AROSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

9.2 EXCLUSION OF LIABILITIES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGE, OR ANY LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, DAMAGE TO GOODWILL, REPUTATION, DATA OR DATA USE, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY THAT SUCH DAMAGE OR LOSS MIGHT BE INCURRED BY THE OTHER PARTY.

10.  Term, Suspension and Termination

10.1 Term. The term of this Agreement will commence on the Effective Date and remains in force unless terminated hereunder.

10.2 Suspension. We may suspend your right to access or use the Products and/or KooGallery if: (a) it is reasonably needed to prevent unauthorized access to Your Content; (b) your and/or your End User’s access and use of the Products is in violation of the Acceptable Use Policy, this Agreement and/or applicable laws and regulations; (c) you are in breach of your payment obligations; (d) you and/or your End User’s access and use of the Products or KooGallery may pose a security risk to the Products, KooGallery, us, our Affiliates or third parties; (e) you and/or your End User’s access and use of the Products or KooGallery may adversely impact the functionality, availability or operation of the Products or KooGallery; (f) it is required under applicable laws and regulations, or by a government, regulatory or other competent authority; (g) you and/or your End User’s access and use of the Products or KooGallery may subject us, our Affiliates or subcontractors to liabilities or regulatory compliance risks; (h) you and/or your End Users may infringe a third party’s Intellectual Property Rights; (i) it is reasonably believed that there would be fraudulent activities; or (j)  to the extent permitted under applicable law, you have ceased to operate in the ordinary course, or are in bankruptcy, insolvency, liquidation, dissolution or similar proceedings. You acknowledge and agree that (a) suspension shall not relieve you of your obligation to pay any fees before and during the period of suspension; and (b) you shall not be entitled to any refund or reduction in fees as a result of such suspension.

10.3 Termination.

(a)  Either Party may terminate this Agreement if the other Party breaches any material term of this Agreement and fails to cure the breach within 30 days from receipt of notice from the first-mentioned Party identifying such breach and requesting its cure.  

(b)  You acknowledge and agree that we are also entitled to immediately terminate the Products, After-Sales Support, relevant Order and/or this Agreement if any scenario described in Section 10.2 (a) to (j) occurs, and Your Content may be deleted immediately.

10.4 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 and 16 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 of this Agreement (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 10.3(b), upon termination, during the extended and/or retention period as detailed in our Website, you may retrieve Your Content.

11.  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 (each a “Force Majeure Event”). Both Parties will use reasonable efforts to mitigate the effects of a Force Majeure Event. If the effects of a Force Majeure Event continue for more than 60 days, either Party may cancel undelivered Products and/or affected Orders upon written notice. This Section does not excuse your payment obligations hereunder.

12.  Governing Law and Jurisdiction

12.1 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.

12.2 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).

13.  Entire Agreement

13.1 This Agreement incorporates the documents and policies referenced herein (including reference to information contained in a URL or referenced policy or other terms), and is the entire Agreement between you and us regarding the Products. This Agreement replaces, extinguishes and supersedes all prior or contemporaneous representations, communications, understandings, undertakings and agreements (including any collateral contracts of any nature) between you and us, whether in written or oral form, regarding the Products. It is expressly agreed by the Parties that the terms of this Agreement (including the applicable Order Form submitted to and accepted by us) will supersede any terms and conditions that are different or are not set out in this Agreement, including any terms in your request for bid/proposal/information, purchase order, receipt, acceptance, confirmation, correspondence or other document.

13.2 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.

14.  Changes and Modifications

14.1 Changes. We and/or our Affiliates may change or discontinue Products or change or remove functionality of the Products from time to time at our and/or our Affiliates’ discretion. We will notify you by posting an announcement on our Website, or through other means, of material changes to or discontinuation of the Products to which you have subscribed. We and/or our Affiliates may also update the Service Support Terms from time to time in accordance with Section 14.2 below.

14.2 Modifications. We may modify this Agreement, including the documents and policies reference herein, at any time at our discretion by posting a revised version on the Website or by otherwise notifying you. Except as otherwise indicated in the modified Agreement, documents or policies, the modified terms will come into effect upon posting or notification. You will review such terms regularly on the Website. Your continued use of the Products after the coming into effect of such modification will be deemed as your acceptance to the modified terms.

15.  Miscellaneous

15.1 Relationship. Each Party is an independent contractor. This Agreement does not create any partnership, joint venture, agency or employment relationship between the Parties.

15.2 Non-assignment. You will not assign or otherwise transfer all or part of this Agreement to any third party, including your Affiliates, without prior written consent from us. We may assign or transfer any rights or obligations under this Agreement without your consent to our Affiliates. We will notify you, by posting an announcement on our Website or through other means, prior to the effective date of such transfer or assignment. Without limiting the foregoing, we may assign and/or delegate our rights and obligations under these this Agreement to any of our Affiliates without your consent.

15.3 Third Party Beneficiaries.

(a)  Subject to Section 15.3(b), 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.

(b)  You acknowledge and agree that each of the Huawei Affiliates is an intended third party beneficiary of this Agreement and is entitled to enforce any term of this Agreement. Notwithstanding the foregoing, the rights of the Parties to rescind or vary this Agreement are not subject to the consent of any Huawei Affiliate.

15.4 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 availabilities 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 and regulations, we and/or our Affiliates may continuously monitor the Products and your use thereof.

15.5 Export. In connection with this Agreement, both Parties shall comply with the applicable export and sanction laws and regulations of United Nations, China, United States and other countries. You 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 its member states. You shall be solely responsible for compliance with applicable laws and regulations related to your subscription, 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.

15.6 Financial Compliance. You hereby represent, warrant and undertake that: (a) neither you nor (if any) any of your subsidiaries, directors, shareholders, officers, Affiliates, agents or employees is a Restricted Party; (b) 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; (c) immediately indemnify us and/or our Affiliates on demand against any liability or damage, including but not limited to any losses, fines, penalties, costs, expenses, and/or attorney fees that we and/or our Affiliates may incur or suffer in connection with your failure to comply with such representation, warranty and undertaking. In this Section:

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 mean economic sanctions laws, regulations or restrictive measures imposed, administered or enforced from time to time by (i) the United Nations; (ii) the European Union; (iii) United States Treasury Department's Office of Foreign Assets Control (“OFAC”), US Department of State; (iv) HM Treasury of the United Kingdom; and (v) other competent governmental authorities and institutions (collectively, the “Sanctions Authorities”); and

Sanctions List means 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.

15.7 Notice. We may provide notice to you under this Agreement by posting a notice on the Website, by email, or by text message (including via SMS and other instant messaging platforms). Notices we provide by posting on the Website will be effective upon posting, and in the case of email and text messages upon sending out (irrespective of whether and when you receive or read it). You shall be responsible to keep your email address or phone number updated.

15.8 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. 

15.9 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 time. 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. All waivers shall be expressly made in writing to be effective.

15.10 Severability. If any term of this Agreement is found to be invalid, illegal or unenforceable, the remaining terms of this Agreement shall be unaffected thereby and will 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.

16.  Agreement Definitions

16.1 “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.

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

16.3 “Affiliate” in relation to a Party means any person which directly or indirectly controls, is controlled by, or 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.

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

16.5 “Governing Law” and “Corresponding Court” means the following and is dependent on the Huawei Cloud Contracting Party as per Section 16.9:

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 Services (Hong Kong) Co., Limited	Laws of Hong Kong	Hong Kong Court
SPARKOO TECHNOLOGIES PERU S.A.C.	Laws of Peru	Lima Courts of Justice
HUAWEI DO BRASIL TELECOMUNICACOES LTDA.	Laws of Brazil	Court of the City of Sao Paulo

16.6 “Huawei” means Huawei Cloud and its Affiliates.

16.7 “Huawei 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.

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

16.9 “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	Huawei Services (Hong Kong) Co., Limited
Chile	Huawei Services (Hong Kong) Co., Limited
Peru	SPARKOO TECHNOLOGIES PERU S.A.C.
Brazil	HUAWEI DO BRASIL TELECOMUNICACOES LTDA.
Mexico	Huawei Services (Hong Kong) Co., Limited
Thailand	Huawei Services (Hong Kong) Co., Limited
Hong Kong	Sparkoo Technologies Hong Kong Co., Limited
Countries other than the above	Sparkoo Technologies Singapore Pte. Ltd.

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

16.11 “Intellectual Property Rights” means (a) patents, inventions, designs, copyright and related rights, database rights, trademarks, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (b) proprietary rights in domain names; (c) knowhow and Confidential Information; (d) applications, extensions and renewals in relation to any of these rights; and (e) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world.

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

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

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

16.15 “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.

16.16 “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.

16.17 “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.

16.18 “Your Content” refers to all 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.

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

17.  Country Specific Terms

The country-specific terms below will replace the above equivalent terms in this Agreement. 

Country where you are registered	Section   #	Terms and Conditions
Kenya	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 which should be filed and paid by seller 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. 4.3.5  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. 4.3.6  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. 4.3.7  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. 4.3.8   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. 4.3.9  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. 4.3.10  If the Seller involve Digital Service Tax liability in Kenya, fees for Products are inclusive of Digital Service Tax，which shall be filed and paid by Seller to the tax authority in accordance with the relevant laws and regulations of Kenya.
Malaysia Pakistan	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 which should be filed and paid by seller 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. 4.3.5  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. 4.3.6  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. 4.3.7   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. 4.3.8   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.                                               4.3.9   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.

Note: If you are registered in the countries listed in Section 16.9 for which the Huawei Cloud Contracting Party is neither Sparkoo Technologies Singapore Pte. Ltd. nor Huawei Services (Hong Kong) Co., Limited, the specific term of Malaysia regulating withholding tax as aforementioned in Section 17 shall replace the equivalent term in Section 4.3 in this agreement.

Last Updated: November 7^th, 2022