This Huawei Cloud Solution Partner Cooperation Agreement (hereinafter “Agreement”) is made by and between Huawei Services (Hong Kong) Co., Limited (hereinafter “Huawei Cloud”, “we”, “us”, or “our”), and you or the company you represent (hereinafter “Solution Partner”, “you” or “your”) regarding the reselling by you of Huawei Cloud services (“the Services”). If you enter into this Agreement on behalf of an entity, you represent and warrant that you have the requisite 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 and will be binding on you from said date (“Effective Date”).

You and Huawei Cloud are each referred to as a “Party” and collectively as “Parties” hereunder.

1.       Solution Partner Rights

1.1          Resale Rights. Subject to the terms and conditions of this Agreement, Huawei Cloud authorizes Solution Partner a non-exclusive, non-sublicensable, non-transferable right to resell the Services or combine the Services to its own solution and resell a solution package(s) to End Users in the authorized sales territory (as defined in clause 1.4).

1.2          Use of Services. Solution Partner’s access and use of Services will be governed by the terms and conditions of the Huawei Cloud Customer Agreement, which is available athttps://www.huaweicloud.com/intl/declaration/sa_cua.html(“Customer Agreement”).

1.3          Solution Partner Account. The account that you created for participating in the Huawei Cloud Partner Network will be the account to access and use the Services (“Solution Partner Account”). You may allow the End Users to connect to your Solution Partner Account in accordance with the Terms of Service for Huawei Cloud Solution Partner, which is available at https://www.huaweicloud.com/intl/declaration/hcpn_ts.html.      

1.4          Authorized Sales Territory. The Authorized Sales Territory is worldwide. In an emergency situation, we may remove a country, region or territory from the Authorized Sales Territory by giving you written notice, and you shall cease offering or selling the Services to the End User in the mentioned country, region or territory upon receiving such notice. For the purpose of this Agreement, emergency situations will be, including, but not limited to, situations: (a) that will bring security threat to Huawei Cloud, Solution Partner or End User in that region, country or territory; (b) that will or may lead to non-compliance in the applicable law or request from the government authorities by Huawei Cloud, Solution Partner or End User; (c) Huawei cloud deems to be an emergency situation.

1.5          Direct Resale. This Agreement merely authorizes you to resell directly to End User. Additional terms shall be agreed by the Parties if you intend to sell the Services through an additional tier or additional multiple tiers of distributor or reseller.

1.6          Support. If Solution Provider does not have the capacity to serve the End User, you can choose to purchase the Partner Support Plans, which are available at:  https://www.huaweicloud.com/intl/en-us/service/partnersupport.html.

2.       Solution Partner Obligations

2.1        General. You must not cause or permit others to:

a.       Distribute or resell the Services in any manner except as expressly provided in this Agreement;

b.      Remove or modify any program markings or any notice of Huawei’s or its licensors’ proprietary rights;

c.       Modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs) or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive with Huawei Cloud;

d.      Perform or disclose the results of any benchmark or penetration tests of the Services;

e.       Perform or disclose any of the following security testing of the Services or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;

f.        Make any representations, warranties and other statements on Huawei Cloud’s behalf or that are likely to be construed by a reasonable End User as being made on behalf of Huawei Cloud, except as expressly directed in writing by Huawei Cloud;

g.       Engage in any conduct that may be detrimental to Huawei Cloud or to the Services; and

h.      Enter into any agreement which requires Huawei Cloud to take any actions that are in conflict with the terms of this Agreement.

2.2  End User Agreement Solution Partner shall enter into an agreement with End User for End User’s use of and access to the Services. Solution Partner shall make sure the terms and conditions of that agreement are in line with and consistent with the terms and conditions of this Agreement and in addition, Solution Partner shall have End User sign the End User License Agreement which is available at https://www.huaweicloud.com/intl/declaration/hcpn_eula.html.  

2.3  End User Information On a monthly basis, Solution Partner shall provide the following information related to End User to Huawei Cloud: (a) the contact information of the End User, which includes the End User’s name, telephone number, email address and office address, and (b) End User’s account ID related to the Services. The information may be used for Huawei Cloud to enforce the End User License Agreement in the event the End User breaches the terms and conditions therein, to monitor the account or to make sure a smooth transition (if any). In addition, if the Services include any third party software or solution, Huawei Cloud may need to disclose the End User’s contact information to such third party as required.  

3.       Pricing, Taxes, Invoicing and Payment

3.1        Pricing. The pricing and applicable discount and/or rebate for each program is available at https://www.huaweicloud.com/intl/partners/#partner-plan.    

3.2        Taxes. Each Party is responsible, as required under applicable laws and regulations, for identifying 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 cross-board tax withholding) are required by law to be levied on any payment, you shall make extra payments to ensure that we would have received payment equal to the amount no taxes had been required. In such circumstances, you will use reasonable efforts to minimize any such taxes to be withheld to the extent legally allowed (including to the extent allowed by the operation of any applicable double taxation agreements or treaties) including the filing of any documents with any relevant taxation authority. You agree to provide us with evidence(s) upon request that any such withholding tax has been timely and properly remitted to the relevant tax authorities.

3.3         Invoicing. Within five business days after the end of each calendar month, Huawei Cloud will issue invoices based on all fees incurred by Solution Partner Account, less the value of the discount, if any. By default, the electronic invoice is applied. If Solution Partner requires the paper invoice, two parties may discuss and work out a solution.    

3.4        Payment The fees will be paid within 30 calendar days after receipt of invoice, unless otherwise specified, the payment will be in US dollars.

4.         Records

Solution Partner shall maintain accurate and complete books and records in terms of the operation of this Agreement. Huawei Cloud or its agent shall have the right to inspect such books and records to verify Solution Partner’s compliance with this Agreement. Such right to inspect is subject to Huawei Cloud giving seventy-two (72) hours prior written notice to Solution Partner and is conducted during Solution Partner’s normal business hours and in such manner as not to interfere with normal business activities.

5.         Intellectual Property

5.1        Intellectual Property Rights. We and our licensors retain all ownership and intellectual property rights in and to the Services, and anything developed or delivered by or on behalf of us under this Agreement. This Agreement shall not grant any other right to you, other than those rights specifically described in this Agreement

5.2        Huawei Cloud Marks. Solution Partner acknowledges that Huawei Cloud’s trademarks, tradenames, trade dress, designs, slogans and logos utilized worldwide in connection with Huawei Cloud (“Huawei Cloud Marks”) are the property of Huawei Cloud and/or its Affiliates. Subject to the terms and conditions of this Agreement,Huawei Cloud grants Solution Partner a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, royalty free license to use and reproduce the Huawei Cloud Marks solely in connection with the performance of Partner’s obligations under this Agreement or as Huawei Cloud may expressly authorize in writing from time to time.

5.3          Solution Partner Marks. Huawei Cloud acknowledges that Solution Partner’s trademarks, tradenames, trade dress, designs, slogans and logos utilized worldwide in connection with Solution Partner’s product or service (“Partner Marks”) are the property of Solution Partner and/or its Affiliates. Subject to the terms and conditions of this Agreement, Solution Partner grants Huawei Cloud a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, royalty free license to use and reproduce the Partner Marks solely in connection with the performance of Huawei Cloud’s obligations under this Agreement or as Partner may expressly authorize in writing from time to time.

5.4   Comply with Trademark Guidelines. Each Party will comply with all marks rules, branding guidelines and other rules and procedures in its use and reproduction of the other Party’s Marks. Any violation of this Section shall constitute infringement of the other Party’s rights and a material breach of this Agreement. Huawei Cloud Trademark Guidelines are available at: https://www.huaweicloud.com/intl/declaration/hcpn_ts.html.

5.5   Advertising. In the event that the Solution Partner intends to advertise to promote the Services, Solution Partner shall ensure that all the materials comply with the Huawei Advertising Guidelines, which is available at https://www.huaweicloud.com/intl/declaration/hcpn_ads.html, this Agreement, and Service Terms, which is available athttps://www.huaweicloud.com/intl. Solution Partner shall submit the materials to Huawei Cloud for review prior to the publication of the advertisement.  

6.       Non-disclosure

6.1          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 other Party; (b) was in the other Party’s lawful possession prior to the disclosure without breach of confidentiality obligations owed to the disclosing party; (c) is lawfully disclosed to the other Party without restriction on the disclosure; or (d) is independently developed by the other Party.

6.2          Protection of Confidential Information. Each Party agrees to keep the other Party’s Confidential Information in confidence during the term of this Agreement and for a period of five years thereafter. Each Party agrees to take appropriate measures to protect the other Party’s Confidential Information but in no event be less than the degree of care that it uses to protect its own Confidential Information. The Receiving Party may only disclose the Confidential Information to its employees, agents or subcontractor who have a need to know and who are subject to confidentiality obligation no less than the degree of protection as required herein. Each Party may only use the other Party’s Confidential Information for the purpose of performing this Agreement, unless otherwise authorized by the other Party. Notwithstanding anything to the contrary, each Party may disclose the other Party’s Confidential Information in a legal proceeding or to a governmental entity as required by law.

7.             Indemnification

7.1          Indemnification by us. If a third party makes a claim against you that the Services infringe its intellectually property rights, we will, at our cost, defend you against the claim and indemnify you from the damages, costs and expenses provided that you (a) promptly notify us in written 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 necessary for us to defend against or settle the claim. We may at our sole and absolute discretion (a) modify the Services to be non-infringing while substantially preserving its functionality; and/or (b) obtain a license to allow for continued use; and/or (c) terminate the provision of the Services and refund the fees prepaid for unused Services upon prior written notice. We will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware and/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 Services or use it outside the scope of use or the terms of this Agreement; and/or (d) you fail to use the updated version of the Services, or fail to implement the recommendations from us, if the infringement claim could have been avoided by using an unaltered current version or implementing the recommendations we provided.

7.2          Indemnification by you. If a third party makes a claim against us based on the fact that (a) our use of Your Content, in accordance with this Agreement or the combination of Your Content with our Services infringes its intellectually property rights, or (b) Your use of the Services in an unlawful manner or in violation of this Agreement, you shall, at your cost, defend us against the claim and indemnify us from all the damages, costs and expenses. You will however not reach any settlement in this regard without our prior written approval.

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

8.       Limitation of Liability

8.1          DIRECT LOSS ONLY. TO THE EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER AGREEMENT BETWEEN THE PARTIES, 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.

8.2          LIMITATION OF LIABILITES. NOTWITHSTANDING ANY OTHER AGREEMENT BETWEEN THE PARTIES, OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT TOGETHER WITH OUR AFFLIATES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

9.       Term, Termination and Transition

9.1        Term. The term of this Agreement shall commence on the Effective Date and be expired 1 year thereafter (“Term”). The Term of this Agreement shall extend automatically for consecutive 1 year periods, unless terminated in writing by either Party.

9.2        Termination

a.       Either Party may terminate this Agreement with a 90 days prior notice.

b.      Either Party may terminate this Agreement if the other Party:

            i.       fails to perform or observe any of its material obligations hereunder if such failure is not remedied within 30 days after written notice thereof is given to the defaulting Party.

           ii.       files a petition of bankruptcy or insolvency, or makes a general assignment for the benefit of creditors, or any involuntary bankruptcy, receivership or similar proceeding is filed against such Party that is not dismissed within 60 days of commencement.

9.3        Transition

 a.           At least 30 days prior to the termination, the Parties will discuss and develop a transition plan to facilitate a smooth transition and migration of End Users from you to us or another Huawei Cloud partner.

b.           You shall: (a)immediately provide us with the name and contact information (email address and telephone number) of each End User in order to allow us to contact End Users to help ensure the transition and (b) provide affected End Users advance notice of termination of this Agreement.

10.   Force Majeure

Neither Party shall be liable for any delay for failure to perform this Agreement caused by force majeure event beyond reasonable control, including but not limited to acts of God, earthquake, storms, act of war, hostility, sabotage, act of governmental order electrical, internet or telecommunication outage, blockages, embargoes, riots. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 60 days, either Party may cancel unperformed Services and the affected orders with written notice. This section does not excuse your payment obligations hereunder if any.

11.   Governing Law and Jurisdiction

This Agreement is governed by the laws of Hong Kong, without regard to its conflict of law principles. Each Party agrees to submit the dispute to Hong Kong court.

12.   Entire Agreement

This Agreement incorporates the documents and policies by reference (including reference to information contained in a URL or referenced policy), and is the entire agreement between you and us regarding resell or distribution of the Services. This Agreement supersedes all prior or contemporaneous representations, communications, understandings and agreements between you and us, whether in written or oral, regarding resell or distribution of the Services.

13.   Modifications

We may modify this Agreement, its terms and conditions, including the documents, URLs and policies referenced herein at any time and at our sole and absolute discretion by posting a revised version on the Huawei Cloud website or by otherwise notifying you. Except otherwise indicated in the modified agreement, documents or polices, the modified terms will come into effect upon posting on the Huawei Cloud website. By continuing to access or use the Services after revisions become effective, you agree to be bound by the terms of the revised version.

14.          Miscellaneous

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

14.2      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 this Agreement without your consent to our Affiliates in connection with or as part of a corporate reorganization. We will notify you, by posting announcement on our website or through other means, prior to the effectiveness of such assignment. Upon the effectiveness of such assignment, this assignor is fully released from all and any of its obligations and duties to perform the Agreement and the assignee will be deemed substituted for us.

14.3      No Third Party Beneficiary. No third party beneficiary relationships are created by or under this Agreement.

14.4      Cost. Each Party shall bear its own costs and expenses in connection with the preparation, negotiation, and execution of this Agreement.

14.5      Export. In connection with this Agreement, both Parties shall comply with the applicable export and sanction laws and regulations of United Nations, China, Unites States and other countries. You represent and warrant that you and/or your End Users are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the list 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 related to your subscription, access and use of the Services, including but not limited to Your Content you uploaded, processed, provided and/or made available to your End Users.

14.6      Notice. We may provide notice to you under this Agreement by posting a notice on the Huawei Cloud website, or by email or text. Notice we provide by posting on the Huawei Cloud website will be effective upon posting, by email will be effective upon sending out (no matter you receive or read it), by text upon sending out. You shall be responsible to keep your email address or phone number updated.

14.7      No Waivers. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or right in any way or form and will not limit the right to enforce such provision at a later time. All waivers shall be explicitly made and in writing to be effective.

14.8      Severability. If any term of this Agreement is found to be invalid and unenforceable, the remaining terms of this Agreement will remain effective, and the invalid or unenforceable term will be replaced with another term consistent with the purpose and intent of this Agreement.

15.   Definition

15.1    “Affiliate” means any company or other legal entity which owns and controls a Party or in which a Party owns or controls or which is under common control with a Party, directly or indirectly, by at least fifty percent (50%) of the voting shares or other equity interests of a business organization or has the ability to direct the management and policies of a business organization through equity ownership, contract or other means.

15.2    “End User” means an individual or entity that is developed by Solution Partner and enters into the contract with Solution Partner for the Services subject to the terms and conditions herein.

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

Last update: September 6, 2023