STANDARD CONTRACT FOR HUAWEI CLOUD MARKETPLACE

These Terms govern your use of the Huawei Cloud Marketplace (“Marketplace”) and grant you access to it and the right to purchase services provided by Sellers on the Marketplace (“Marketplace Services”). These Terms are entered into by and between Huawei Cloud Contracting Party as defined in Section 9.2 of these Terms (“Huawei Cloud”, “we”, “us” and “our”), the entity you represent or you individually (“You / you / your”). These Terms take effect as of the date you accept these Terms.

1.Prices and Payment

1.1Payment.You agree to pay all applicable fees related to your use of the Marketplace Services. These fees are separate and in addition to fees applicable to your use of any other Huawei Cloud Services. You shall solely be responsible to pay the bank charges and related fees incurred during the performance of these Terms.

1.2Orders.The prices and payment methods under these Terms shall be subject to those specified in the order on Huawei Cloud Marketplace. The pricing at any time may be adjusted at Seller’s discretion. You may view the updated price list at: https://marketplace.huaweicloud.com/intl/list/.

1.3Invoicing. 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 that such invoicing by us does not and will not obligate us in any way or form in the rendering of the Marketplace Services that you are purchasing from the Seller and you agree that we will not assume any liabilities and/or responsibilities for the Marketplace Services provided by Sellers. Any liability or responsibility related to Marketplace Services is solely assumed by Sellers.

1.4Taxes. Fees for Marketplace Services 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 Marketplace Services 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 services to you (including but not limited to information relevant to the determination of your country or region 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.

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.

1.5Refunds. In the event that you apply for a refund and we confirm that the application meets the refund requirements provided by Seller, we will send a refund notification to you and the Seller. After we receive final confirmation from Seller that the refund has been approved by Seller, we will refund to you the relevant amount for the Marketplace Services in question, strictly in accordance with the refund process of Huawei Cloud.

1.6Cancelation.You further agree that we will be entitled to suspend or cancel your access to Marketplace Services in the event of you being unable to make on-time and full payment(s) for the Marketplace Services you are purchasing. 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).

2.Use and Support

2.1Marketplace End User License Agreement. Unless otherwise specified in these Terms, your use of any Marketplace Service is governed by the Marketplace End User License Agreement.

2.2Use of Marketplace Services. If you can perform the following operations after logging in to the Marketplace, it is deemed that Marketplace Services can be used by you: a) on the Console page, you can view the Marketplace Services; b) you can manage and maintain Marketplace Services in accordance with relevant guides provided by Seller; and c) you can use the methods recognized by Seller to query the related parameters that are consistent with the selected specifications and models in the order.

2.3Support of Marketplace Services. You acknowledge and agree that the Sellers are the providers of Marketplace Services, and Sellers will solely assume any and all responsibility and liability related to Marketplace Services. You shall appropriately configure and use Marketplace Services and take security measures to protect and back up Your Content, including but not limited to encrypting Your Content to prevent it from unauthorized access and archiving Your Content. Seller shall be solely responsible and liable for providing you with the corresponding service support and for providing upgrades, maintenance, and technical support related to the Marketplace Services. Seller shall be solely responsible and liable for handling your consultations and complaints, and related after-sales services that may be required and shall propose solutions within the period as undertaken by the Seller. In the event that the Marketplace Services which you have purchased have been removed from the Marketplace, Seller is solely responsible and liable for continuing to provide service and support for you until the end date of the purchased Marketplace Services. We provide support for online payment disputes, refunds, chargebacks and cancellations to you.

2.4Suspension.We may suspend your right to access or use the Marketplace if requested to do so by Sellers or on our own accord and discretion if: (a) your access and use of the Marketplace is in violation of the Acceptable Use Policy, these Terms and/or any applicable laws and/or regulations; (b) you are in breach of your payment obligations; (c) your access and use of the Marketplace may pose a security risk to the Marketplace, us or third parties; (d) your access and use of the Marketplace may adversely impact the functionality, availability or operation of the Marketplace; (e) it is required under any applicable law and/or regulations or by a governmental, regulatory or other competent authority; (f) your access and use of the Marketplace may subject us, our affiliates or subcontractors to liabilities or regulatory compliance risks; (g) you and/or Sellers infringe or threaten to infringe or in our reasonable opinion may possibly infringe a third party’s intellectual property rights; or (h) to the extent permitted under applicable law, you have ceased to operate in the ordinary course, dissolved or you have resolved to enter or are placed under or applied for voluntary or compulsory liquidation (whether provisional or final) or upon you entering into business rescue proceedings or the like. You acknowledge and agree that (a) suspension does not excuse or waive your payment obligation(s) for the service fees charged during or for the suspension period; and (b) you will not be entitled to any refund or service credits due to such suspension.

3.Data Privacy

3.1Data Disclosed. If you access or purchase Marketplace Services, you agree that we may share with Seller your registration information and other details, including personal data, that are necessary for the transaction on Marketplace Services.

3.2Seller Privacy Practices and Statements. Sellers are responsible for providing privacy statements to you and informing you of their privacy practices with regard to your data that is collected, used and disclosed through their Marketplace Services. Our Privacy Statement will not apply to any Marketplace Service or to Sellers’ use of any of your data or information.

3.3Your Data Protection. Seller shall be solely responsible and liable for protecting your personal data and other data protection and security obligations.

4.Limitation of Liability

4.1DIRECT LOSS ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, GOODWILL, REPUTATION, DATA OR DATA USE), EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2PLATFORM LIABILITIES. HUAWEI CLOUD ONLY PROVIDES THE MARKETPLACE AS A SALES PLATFORM UNDER THESE TERMS. TO THE EXTENT PERMITTED BY LAW, HUAWEI CLOUD DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTY IN RELATION TO ANY MARKETPLACE SERVICE ON THE MARKETPLACE, AND ALL WARRANTIES RELATING TO ANY MARKETPLACE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE DISCLAIMED. TO THE EXTENT PERMITTED BY LAW, HUAWEI CLOUD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, AND DERIVATIVE LOSSES (INCLUDING BUSINESS LOSS, REVENUE LOSS, PROFIT LOSS, LOSS OF DATA OR DATA USE, OR LOSS OF ANY OTHER ECONOMIC BENEFITS) IN CONNECTION WITH OR ARISING FROM THESE TERMS. UNDER THESE TERMS, HUAWEI CLOUD SHALL NOT ASSUME ANY LIABILITIES ON BEHALF OF THE SELLER AND ITS MARKETPLACE SERVICES AND THE SELLER SHALL BE SOLELY AND FULLY LIABLE TO YOU FOR ANY LOSSES OR DAMAGES YOU MAY SUFFER ARISING FROM YOUR USE OF THE MARKETPLACE SERVICES.

5.Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure is caused by a force majeure event(s) beyond its reasonable control. Force Majeure events shall include, but not be 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 however continues for more than 60 (sixty) days, either Party may cancel and end any unperformed services and the affected orders upon written notice. Notwithstanding the above, this section does not excuse your payment obligations hereunder.

6.Governing Law and Venue

6.1This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any non-contractual dispute or claim) will be governed by and construed in accordance with the Governing Law, without regard to its conflict of law principles.

6.2The Parties irrevocably submit any dispute or claim 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).

7.Changes and Modifications

7.1Changes.We may change or discontinue the Marketplace or change or remove any or all functionality of the Marketplace from time to time and at our sole and absolute discretion. We will notify you of the same by posting an announcement on our website or otherwise notifying you of material changes to or the discontinuation of the Marketplace.

7.2Modifications.We may modify these Terms, including the documents and policies referenced herein, at any time and at our sole and absolute discretion by posting a revised version on the Website or by otherwise notifying you. Except as is otherwise indicated in the modified Terms, documents or polices, the modified Terms will come into effect upon posting or notification. You undertake to review such Terms regularly on the Website. Your continuous use of the Marketplace after the coming into effect of such modification will be deemed as your acceptance of and agreement to be bound by the modified Terms.

8.Disclaimer

8.1Non-breach. You agree that the following events or actions implemented by Huawei Cloud does and will not constitute a breach of these Terms: (a) Service interruptions due to network adjustment and maintenance by Seller and/or Huawei Cloud or slow access to the Marketplace Services due to Internet congestion; (b) taking into account the special characteristics of computers and the Internet, events arising from hackers' attacks, viruses, or maintenance or upgrading of telecom facilities or equipment and / or the disconnection of the backbone line; (c) Unavailability of Marketplace Services or Your Content caused by operations and maintenance implemented by Seller and/or Huawei Cloud, provided that Seller and/or Huawei Cloud gives prior notice to You with regard to data backup, service migration, or service suspension. Such operations and maintenance include, but are not limited to, troubleshooting, system upgrades, system optimization, and system capacity expansion.

8.2Marketplace Services, Advertising and Intellectual Property Right. You agree that Seller is solely responsible and liable for any advertising and intellectual property rights related to Seller’s Marketplace Services.

8.3Your Personal Data Protection. We do not guarantee or warrant the safety of your personal data collected and processed by Seller. Seller is solely responsible and liable for meeting all obligations under applicable data protection laws and regulations with respect to personal data that Seller collects and processes.

8.4Platform Problem. We do not guarantee or warrant that the Marketplace will be free of any technical faults, interruptions and/or network problems, nor do we guarantee or warrant that any such technical faults, interruptions and/or network problems will be rectified within any timeframe.

8.5Separated Liability. Notwithstanding anything else herein contained, Seller and Huawei Cloud shall be individually liable for their respective breaches of these Terms based on their failures and actions. You agree and understand that Seller and Huawei Cloud are independent contracting parties. In any event and notwithstanding anything else herein contained Huawei Cloud will not assume joint liability in any way or form with Sellers.

9.Definitions

Unless otherwise specified, the capitalized terms used in these Terms will have the same meaning as defined in the Huawei Cloud Customer Agreement.

9.1“Acceptable Use Policy” refers to 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.

9.2“Huawei Cloud Contracting Party” refers to 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 (Pty) South Africa 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.
Indonesia	PT. Sparkoo Technologies Indonesia
Hong Kong	Sparkoo Technologies Hong Kong Co., Limited
Countries/regions other than the above	Sparkoo Technologies Singapore Pte. Ltd.

9.3“Governing Law” and “Corresponding Court”refers to the following and is dependent on the Huawei Cloud Contracting Party as per Section 9.2 above:

Huawei Cloud Contracting Party	Governing Law	Corresponding Court
Sparkoo Technologies South Africa (Pty) LTD.	Laws of the Republic of South Africa	The Court of South Africa having jurisdiction
Sparkoo Technologies Chile LTDA.	Laws of Chile	Santiago Courts of Justice
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
Huawei Technologies De Mexico, S.A. De C.V.	Laws of Mexico	Mexico City Court
Sparkoo Technologies (Thailand) Co., Ltd.	Laws of Thailand	Thailand Court
PT. Sparkoo Technologies Indonesia	Laws of Indonesia	Indonesia Court
Sparkoo Technologies Hong Kong Co., Limited	Laws of Hong Kong	Hong Kong Court
Sparkoo Technologies Singapore Pte. Ltd.	Laws of Singapore	Singapore Court

9.4"Seller" refers to a third party service provider that is entitled to sell and provide Marketplace Services to you on the Marketplace.

9.5"Marketplace Services" refers to the software, images, and services (which are independently developed by Sellers or legally provided by Sellers authorized by the relevant rights holders) traded on the Marketplace, including but not limited to the following product and service categories: basic operating environments, databases and caches, network security, business management, e-commerce, storage and backup, business intelligence, information security, industrial software, data migration, troubleshooting, security, etc. These services are solely provided and supported by Sellers.

9.6"Marketplace" refers to a neutral e-commerce platform that is established and operated by Huawei Cloud, on which you can transact with Sellers such as purchasing Marketplace Services from Sellers.

9.7“Marketplace End User License Agreement” refers to an agreement between the Seller and you governing your use of the Marketplace Services provided by the Seller and other related issues.

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

9.9“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 that is transferred to, stored in, or processed on the Marketplace Services. Our materials, data and information will not fall within the definition of Your Content.

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

Country/Region where you are registered

Section #

Terms and Conditions

Kenya

Section 1.4

1.4 Taxes.

1.4.1 Fees for Services 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.

1.4.2 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.

1.4.3 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.

1.4.4 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.

1.4.5 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.

1.4.6 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.

1.4.7 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.

1.4.8 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 or region 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.

1.4.9 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.

1.4.10 If the Seller involve Digital Service Tax liability in Kenya, fees for Services 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