Note:
This Agreement shall take effect on August 6, 2026.
TENCENT CLOUD SMART ADVISOR (CLOUDQ) SERVICE AGREEMENT
1. INTRODUCTION
Welcome and thank you for your interest in Tencent Cloud Smart Advisor (also known as “CloudQ”) (the “Service”).
1.1 PLEASE READ THIS AGREEMENT CAREFULLY
This Tencent Cloud Smart Advisor (“Tencent Cloud Smart Advisor” or “CloudQ”) Service Agreement (the “Agreement”) is a legally binding contract between you (the “User” or “you”) and Tencent Cloud International Pte. Ltd. (“Tencent”, “we”, “us” or “our”) regarding your use of the Service. In this Agreement, “User” and “Tencent” are each a “party” to the Agreement and, together, the “parties”.
BY USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
The Agreement does not include the Tencent Cloud Smart Advisor Privacy Policy (“Privacy Policy”). Please see our Privacy Policy for further information regarding our use of your personal data submitted to or via the Service. If you are not eligible (see Section 1.2), or do not agree to the Agreement, then you do not have Tencent’s permission to use the Service. YOUR USE OF THE SERVICE, AND TENCENT’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY TENCENT AND BY YOU TO BE BOUND BY THIS AGREEMENT.
This Agreement is additionally subject to the Tencent Cloud Terms of Service, and the Data Processing and Security Agreement, as well as any other terms and conditions that you may have agreed to, or any other service agreements that you may have entered into with Tencent Cloud, as the case may be.
If you do not agree to this Agreement, please do not use the Service.
In this Agreement, the following terms shall have the meanings set forth below:
“EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonized rules on artificial intelligence, as amended or supplemented from time to time, together with any implementing regulations, delegated acts, and guidance issued thereunder.
“High-Risk AI System” has the meaning given in Article 6 of the EU AI Act and Annex III thereto, including AI systems used in biometric categorization, critical infrastructure management, educational or vocational training scoring, employment recruitment, or CV parsing and screening.
“Tencent Cloud Smart Advisor” or “CloudQ” means the intelligent collaboration platform provided by Tencent that assists users in viewing Tencent Cloud Smart Advisor information through integration with designated instant messaging tools, including cloud service resources, business domains, system architecture, digital assets, risk lists, risk governance information, and multi-cloud resource information obtained through daily scans of Tencent Cloud and third-party cloud resources upon user authorization.
1.2 Eligibility. You must be of a certain age to accept this Agreement and use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 18 years old or the legal minimum age in your jurisdiction (or if you are under such age, your parent or legal guardian has read and agreed to this Agreement on your behalf); (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. By using the Service, you represent and warrant that you are eligible to use the Service.
1.3 Changes to this Agreement. We may need to change or update this Agreement from time to time to reflect changes in law or best practice or to deal with additional features which we introduce. We will use reasonable efforts to notify you in advance when material changes to this Agreement occur, such as by e-mail and/or by placing a prominent notice on our website, and will update the last updated date at the top of this Agreement. TO THE EXTENT THAT IT IS LEGALLY PERMITTED ACCORDING TO THE LAW IN YOUR APPLICABLE JURISDICTION, YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES OR MODIFICATIONS.
IF YOU DO NOT OBJECT TO THE CHANGES OR TERMINATE THE USE OF THE SERVICE PRIOR TO THEIR TAKING EFFECT, YOU ARE DEEMED TO HAVE ACCEPTED THE CHANGES. IF YOU OBJECT TO THE CHANGES, WE MAY TERMINATE YOUR USE OF THE SERVICE BY THE EFFECTIVE DATE OF THE CHANGE. WE WILL POINT TO THIS CONSEQUENCE OF YOUR INACTIVITY AND OUR RIGHT TO TERMINATE IN CASE OF YOUR OBJECTION IN THE NOTIFICATION OF THE CHANGE.
2. YOUR ACCOUNT
2.1 Account Registration. When you register for an account to access the Service (“Account”), you are responsible for safeguarding any and all Account details and access credentials, and you shall be responsible for any use of the Account or Service and all activities that occur under your Account, regardless of whether the activities are authorized or undertaken by you, your employees or a third party, and including in circumstances due to your failure to properly safeguard such Account details and access credentials. Except to the extent caused by our breach of this Agreement, Tencent and its affiliates are not responsible for any unauthorized access to your Account. Any breach of this Agreement or any use of your Account by anyone will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us. We may deny you the right to create an account.
2.2 Provision of Information. To the extent you provide any information to us when using the Service (e.g. account information), you agree that the information you provide to us is true, accurate and complete. If any change occurs to the information you provide to us, you shall promptly notify Tencent of such change.
2.3 Retrieve your Account. If you request to retrieve your Account when your access to the Service is denied due to the loss of account information or forgotten password, you are required to provide certain information and verification documentation according to the account retrieval process published by us officially, and to ensure that all such information and documentation is legitimate, truthful and valid. Your Account may not be retrieved if the information or documentation provided by you fails our security verification, and you are solely liable for any and all risks and losses arising therefrom.
2.4 We have no obligation to retrieve Accounts created via third party platform accounts or for such third party accounts. You acknowledge and agree that if your Account is not directly registered and created via the Service and instead you register for an Account through a third party platform account (e.g., through your Google or Apple account), then the applicable third party who owns the platform for the account through which you register (e.g. the relevant entity providing the Google or Apple account service) is responsible for that account and the information associated with that account, including the user ID or password used to create an Account. We have no obligation to retrieve such account or the information associated with that account, including the user ID or password used to create an Account or otherwise provide services in connection with such account or user ID.
3. ABOUT THE SERVICE
3.1 Service Description. The Service is an intelligent collaboration platform provided by Tencent that assists you in enhancing work efficiency. The Service enables you to integrate Smart Advisor with designated instant messaging tools via API, allowing you to view your Tencent Cloud Smart Advisor information through instant messaging tools, including cloud service resource business domains, system architecture, digital assets, risk lists, risk governance information, and multi-cloud resource information formed by Smart Advisor’s daily full scans of Tencent Cloud and third-party cloud resources upon your authorization. The Service currently operates primarily on Tencent Cloud infrastructure; any multi-cloud management capabilities are limited to the features expressly described in the applicable product documentation and may require your separate authorization of third-party cloud resources.
3.2 AI-Generated Content Advisory. The Service utilizes large language model (“LLM”) and artificial intelligence technology. All AI-related output content is generated by generative artificial intelligence technology based on your input content, and does not represent Tencent’s position. AI-GENERATED INSIGHTS, SUGGESTIONS, RECOMMENDATIONS, AND PREDICTIONS ARE FOR INFORMATIONAL AND ADVISORY PURPOSES ONLY. YOU REMAIN SOLELY RESPONSIBLE FOR VALIDATION, TESTING, IMPLEMENTATION, AND ANY DECISIONS OR ACTIONS TAKEN BASED ON SUCH OUTPUT. TENCENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF AI-GENERATED OUTPUT.
3.3 Human-in-the-Loop Requirement. You acknowledge and agree that the Service is designed as a management overlay and advisory tool, not a guaranteed failover mechanism or automated execution system. Infrastructure changes, architectural modifications, and critical configuration actions SHALL NOT be executed automatically based solely on AI recommendations. You must implement an affirmative human action (a “click-to-execute” or equivalent confirmation) before applying any AI-suggested changes. The Service will generate and maintain an immutable audit log recording each instance where a user accepts, executes, or acts upon an AI-generated recommendation, including the timestamp, user account, and the specific recommendation accepted. This audit trail is maintained to document that the customer made the final decision. Tencent advises you to maintain redundant, out-of-band methods for accessing your core cloud resources (e.g., direct API access).
3.4 Nature of Service Output. Due to the nature of LLM and AI technology, the Service’s AI-related output content is inherently random and cannot guarantee uniqueness. You understand and agree that the LLM may output the same or similar content to different users, and may generate different output content for the same input content. Due to the inherent limitations of AI technology, the LLM may misunderstand your input content or generate unpredictable output content without clear intent.
3.5 Service Forms. We may provide the Service through web interfaces, PC clients, mobile applications, and other innovative forms that may emerge with technological development. The specific functions and services shall be subject to the actual content provided by the specific version you use.
3.6 Service Modification. Tencent may discontinue or make any changes to the Service (or any portion thereof) at any time without incurring liability to you. Tencent may choose to, without limitation, discontinue, limit, restrict, change or remove the Service, any Service component, or availability of the Service (or any portion or component thereof). If Tencent discontinues or makes any changes to the Service that would materially decrease the functionality of those Service, Tencent will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect. Tencent may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Service or Tencent, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests.
3.7 Service Interruption. We reserve the right to interrupt the availability of the Service or any part thereof from time to time on a regularly scheduled basis or otherwise with or without prior notice, including without limitation under the following circumstances:
(a) maintenance, updates and fixation of server, network, software and/or hardware which are necessary to provide the access of the Service to you;
(b) Force Majeure (defined below);
(c) in accordance with the order of governmental authorities or other in-charge authorities; and
(d) in order to comply with applicable laws.
You agree that we will not be liable for any interruption of the Service or any part thereof, delay or failure to perform resulting from the circumstances referred to in the preceding paragraph. We have the right at any time with or without reason to change and/or eliminate any aspect(s) of the Service (or any part thereof) as we see fit in our sole discretion.
3.8 Suspension or Termination of Service. The Service may be updated and your Account may be suspended or terminated if the following conditions are met:
(a) We reserve the right to suspend your Account or to modify, adapt or update the Service, subject to this Agreement, at any time in our sole discretion for any reason (to the fullest extent possible under law). When making such changes we will duly consider your reasonable interests.
(b) If your Account is suspected to be involved in illegal or improper activities (such as hacking, being hacked, etc.), you shall cooperate with (e.g., answer the questions truthfully) the relevant personnel designated by us to solve the issue. You further acknowledge and agree that, if we determine that your Account is involved in any improper or illegal acts, we have the right to suspend or terminate your access to the Account, take remedial measures and to inform the relevant authorities and act in conformity with any authority’s directions or guidance. You also acknowledge and agree that we are not obligated to provide you with evidence relating to the suspected improper or illegal acts of your Account.
(c) In the event that Tencent determines at its sole discretion that your use of the Service (including any of your Content) could: (i) disrupt the Service; (ii) disrupt use of the Service by a third party; (iii) disrupt the Tencent network or servers used to provide the Service; (iv) allow unauthorized third party access to the Service; or (v) otherwise pose a security risk or threat or result in any legal or regulatory liability to Tencent, then Tencent or its affiliates may immediately and without prior notice to you, restrict or suspend your use of the Service, to the extent required to address such concern.
4. THIRD PARTY SERVICES, OUTPUT AND LINKS
4.1 General. You acknowledge and understand that our Service may incorporate, integrate or make available third-party software, products, or services (“Third Party Services”), including but not limited to third-party large language models. Depending on the Third Party Service, these may be integrated to the Service by us, or independently procured or obtained by you and then integrated to the Service (such as via your own API keys, credentials or access tokens). Certain components of our Services may generate output from those Third Party Services (“Third Party Output”).
4.2 Acts of Third Party Providers. We are not responsible or in any way liable for the actions or omissions of the third party providers that provide the Third Party Services (“Third Party Provider”).
4.3 Ongoing Compliance with Third Party Terms. Additionally, the Service may provide links or references to other websites or other platforms operated by third parties. These third party links, Third Party Services and Third Party Output (collectively, “Third Party Materials”) are subject to their own terms, conditions, licenses, and policies (“Third Party Terms”) which may differ from this Agreement, and Tencent is not and shall not be held responsible for the Third Party Materials. In accessing or using Third Party Materials, you do so at your own risk and you assume all responsibility in that regard. You represent and warrant that, prior to integrating or otherwise accessing any Third Party Materials, you have reviewed, understand, and will fully comply with all applicable Third Party Terms. You also agree to:
(a) monitor and review any updates or amendments to applicable Third Party Terms;
(b) ensure ongoing compliance with such Third Party Terms by you and your end users;
(c) immediately cease use of any Third Party Materials through the Service if you become aware that such use would violate the applicable Third Party Terms;
(d) ensure that your end users’ use of any agent or application that incorporates or relies upon any Third Party Materials accessed through the Service complies with the applicable Third Party Terms. You are responsible for any breach of Third Party Terms by your end users as if such breach were your own act or omission; and
(e) immediately notify Tencent in writing if you receive any notice, communication, or warning from any Third Party Provider alleging or indicating that your use of such Third Party Materials through the Service violate or may violate the applicable Third Party Terms or applicable law, or if any Third Party Provider directly suspends, restricts, or terminates your access to any Third Party Services.
4.4 Disclaimer on Third Party Materials. We make no commitment, representations, warranties, or guarantees regarding, and do not endorse, any Third Party Materials, including the:
(a) availability, uptime, continuity, or uninterrupted access to any Third Party Materials;
(b) performance, speed, accuracy, or quality of any Third Party Materials;
(c) continued provision of any Third Party Materials (including any decision by any Third Party Provider to suspend, restrict, ban, terminate or otherwise limit your access to Third Party Materials, for whatever reason); and
(d) compatibility of any Third Party Materials with the Service or your systems and services.
4.5 Termination by Third Party Provider. You acknowledge and agree that Tencent shall have no liability whatsoever if any Third Party Provider withdraws, suspends, restricts, bans, terminates, or otherwise limits any Third Party Services, for whatever reason and even if such action arises from traffic, API calls, or usage originating from or routed through the Service. In such circumstances, we reserve the right, in our sole discretion and without liability to you, to:
(a) substitute an alternative Third Party Provider;
(b) modify, restrict, or discontinue any Service features or functionalities dependent on the affected Third Party Service; or
(c) terminate the Service (or the affected portion of the Service).
4.6 Customer-Procured External Services. Where you procure a Third Party Service directly from a Third Party Provider and provide credentials, API keys, or access tokens for use with the Service, Tencent acts solely as a technical pass-through conduit to enable connectivity between the Service and such Third Party Service. Tencent does not provide, control, operate, or resell such Third Party Service.
4.7 Sourcing of Third Party Services. You acknowledge that Third Party Services accessed through the Service may be: (i) procured by Tencent directly (ii) procured by you, with you providing credentials, access keys, or other authorization mechanisms, or (iii) procured by Tencent through a third-party vendor or reseller. Except where Tencent is the direct contracting party for such Third Party Services, Tencent makes no representations or warranties regarding their performance, outputs, compliance, or availability, and disclaims all associated liability to the maximum extent permitted by applicable law.
4.8 Connectivity to Third Party Services. The Service may include configurable functionality enabling interaction with externally hosted services, models, or systems designated by you as part of its intended operation. By entering into this Agreement, you acknowledge and agree that such connectivity may involve the transmission or processing of data as determined by your configuration choices, and that this does not alter the nature of the Service and does not, as part of the standard functionality of the Service, result in Tencent hosting or controlling your data outside your designated deployment environment, except to the extent enabled by the Service’s configuration, use of Third Party Services, provision of support services, or as otherwise contemplated under this Agreement.
4.9 Third-Party Usage Charges. Tencent shall have no responsibility or liability for any fees, charges, usage-based costs, overages, or other amounts incurred by you in connection with Third Party Services procured by you, including any charges arising from unauthorized, excessive, abnormal, or unintended usage.
5. USE OF SERVICE
5.1 Compliance. You are solely responsible for ensuring your use of the Service (including any Input that you provide or Output) complies with this Agreement and applicable laws. You acknowledge and agree that you are responsible for your Content and use of the Service and for otherwise complying with this Agreement and applicable laws. Without limiting the foregoing, you agree to provide any notices to, and obtain any necessary consents or permissions from, any individuals in connection with any Input, as required under applicable law. Tencent Cloud may provide content pre-filter capabilities that assist with filtering risky or illegal content. You may switch off the filtering capabilities if you do not wish to use the same. Notwithstanding, you are responsible for ensuring your Content complies with the terms and conditions of this Agreement and applicable laws and regulations, including but not limited to applicable content moderation obligations.
5.2 Security of Service. If you are aware of any illegal use of your Account or any Account security issues, please notify us immediately. You shall not circumvent our technical measures:
(a) We may take technical measures in the Service to prevent unauthorized use of the Service and to prevent any violation of this Agreement. You acknowledge and agree that you will not seek to circumvent such technical precautions in any manner.
(b) You must ensure that your device meets the requirements for the installation and use of the Service. The installation of the Service may disable other software or program running on your device. Your failure to install the Service or any updates in accordance with our installation instructions may result in dysfunction of the Service in whole or in part.
(c) You must avoid (i) transmitting Content containing viruses, harmful code or destructive data, or any malware characteristics (including as defined by applicable laws and regulations) to the Service; or (ii) sending or storing computer code, files, scripts, and programs that contain viruses, worms, Trojan horses, or other harmful programs, through the Service or by any other means.
5.3 Reasonable Use. We expect that Users will use the Service reasonably. If any User’s use of the Service exceeds reasonable and normal standards, we may monitor the Service usage of such User in a manner that is in line with our Privacy Policy. If we, using general industry standards, identify any violating, abnormal or unreasonable use (at our reasonable and unilateral discretion), we shall have the right to take measures reasonably necessary to protect the Service (including its availability and security), you and/or other Users, including without limitation, restriction or suspension of the Service, in part or in whole, to such user.
5.4 Customer-Integrated Third Party Services. Where you directly purchase, license, or otherwise obtain access to Third Party Services from a Third Party Provider and integrate such Third Party Services with the Service, you represent and warrant that:
(a) you have obtained all necessary rights, licenses, consents, permissions, and authorizations from the applicable Third Party Providers to use and integrate their Third Party Materials in connection with the Service;
(b) your integration and use of such Third Party Services via the Service, including your provision of access to your end users, is permitted and complies with the Third Party Terms and applicable laws;
(c) you have the right to sublicense, distribute, or otherwise make available any Third Party Output, to the extent you do so; and
(d) you shall be solely responsible for any breach of Third Party Terms arising from your, or your end user’s, use or integration of the Third Party Services or Third Party Output.
5.5 Credential Security. You are solely responsible for the security, management, and lawful use of any credentials, access keys, tokens, or authorization mechanisms used to connect the Service to Third Party Services, and Tencent shall not be responsible for any breach, misuse, suspension, or interruption arising from such mechanisms. You are solely responsible for the security, lawful use, rotation, and revocation of any credentials, API keys, or access tokens provided by you for integration with Third Party Services. You acknowledge that any unauthorized access, misuse, or compromise of such credentials (including resulting usage charges or losses) shall be your sole responsibility, regardless of whether such credentials are stored, encrypted, or transmitted by the Service.
5.6 Instant Messaging Integration. When you integrate the Service with third-party instant messaging tools, you are deemed to have authorized such third-party instant messaging tools to access your Smart Advisor related information. You are responsible for data security and information security and must take appropriate measures to prevent information leakage.
5.7 API Compliance. When integrating with third-party instant messaging tools, you must ensure that your API calls comply with applicable laws and regulations and third-party service terms. Any disputes, losses, or damages arising from API calls shall be resolved by you directly with the third party.
6. LIMITED RIGHT TO USE THE SERVICE
6.1 License. You shall and shall ensure that your access and use of the Service are in accordance with this Agreement during the Term (defined below). Your use of any Service shall be subject to this Agreement. You acknowledge that Tencent or its licensors own all rights, titles and interest in and to the Service. Subject to your compliance with this Agreement, Tencent grants, or shall procure the grant, to you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Service in a manner not exceeding any applicable usage limitation or term, and within the designated territory for use or receipt of Service (where applicable), and only in connection with the Service.
6.2 Other than as specified in the foregoing, no other rights are granted to you under this Agreement to use the Service (including any software offered in connection with the Service).
6.3 Rights granted to you hereunder are revocable. Any use of the Service other than as specifically authorized herein, without prior written permission from us is strictly prohibited and will, at our election, terminate the rights granted to you by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to or rights in Intellectual Property Rights, whether by estoppel, implication or otherwise. This license granted under this Agreement is revocable at any time with or without cause.
6.4 You may not transfer the Service to someone else. We are giving you personally the right to use the Service as set out above. You may not otherwise transfer or make available the Service to someone else, whether for money, for any other forms of consideration or for free. If you sell or gift any device on which the Service is installed, you must first remove the Service from the device.
6.5 Restricted Uses. You shall use the Service in compliance with this Agreement, Third Party Terms, and applicable laws and regulations. You agree that you will not conduct or use the Service to engage in the following activities (nor will you facilitate or support your affiliates, employees, contractors or any other person under your control, management, supervision or otherwise to do the following):
(a) reproduce, modify, adapt, alter, enhance, distribute, publicly display, retransmit, resell or sublicense, copy, create a derivative work of reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Service;
(b) publish, transmit, disseminate, or store Content that infringes upon the legitimate rights of others, such as reputation rights, portrait rights, Intellectual Property Rights, and trade secrets;
(c) infringe our Intellectual Property Rights or those of any third party in relation to your use of the Service;
(d) use any data mining, robots or similar data gathering or extraction methods;
(e) use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Service;
(f) collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers;
(g) use the Service other than for their intended purpose, in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously;
(h) direct the Service to generate Output that violates applicable laws, Intellectual Property Rights of third parties or this Agreement;
(i) misrepresent the source of the Output, such as where Output was created by a human when it was actually generated by artificial intelligence (“AI”);
(j) disrupt or interfere with our Services, including by circumventing any restrictions or protective measures that we have implemented;
(k) utilize Output to develop large language models that compete with Tencent;
(l) delete, modify, or tamper with AI-generated content labels (including visible labels on generated content and hidden labels embedded in generated content metadata through specific technical means);
(m) other acts not expressly authorized by Tencent; and
(n) other behaviors that violate this Agreement, applicable laws and regulations or regulatory policies, our Acceptable Use Policy (which forms part of this Agreement) or infringe upon the legitimate rights and interests of us, others and/or third parties.
6.6 EU AI Act Transparency Obligations. To the extent the Service includes or enables any AI system subject to transparency obligations under the EU AI Act, you shall: (i) ensure that all end users are clearly and explicitly informed that they are interacting with an AI system prior to such interaction; (ii) implement and maintain persistent user interface watermarks or equivalent visual indicators on all AI-generated outputs as required under the EU AI Act; (iii) disclose to end users that content has been artificially generated or manipulated where required by Article 50 of the EU AI Act; and (iv) comply with all other transparency and disclosure requirements applicable to deployers under the EU AI Act. You shall provide Tencent with evidence of compliance upon reasonable request.
6.7 High-Risk Use Case Prohibition. You shall not, and shall not permit any end user to, deploy the Service for any High-Risk AI System as defined by the EU AI Act without Tencent’s prior written consent. Any such approved deployment shall be subject to a separate compliance audit and additional terms agreed between the parties. You represent and warrant that you will at all times: (i) comply with all applicable laws in each jurisdiction where you or your end users access or use the Service; (ii) not use the Service in any manner that would trigger provider-level obligations on Tencent under the EU AI Act or any similar AI governance legislation; and (iii) not use the Service in any manner that could result in antitrust violations, provider bans, or regulatory sanctions against Tencent in any jurisdiction.
6.8 Substantial Modification and Provider Liability. You acknowledge that under the EU AI Act, a downstream customer may become the legal “provider” of an AI system if such customer makes a “substantial modification” to the system or changes its intended purpose such that the system becomes a High-Risk AI System. You shall not make any unauthorized modifications, retraining, integrations, or repurposing of the Service outside the documented intended use set forth in this Agreement and the applicable documentation. You acknowledge and agree that any such unauthorized conduct may constitute a substantial modification or change of intended purpose under the EU AI Act and may result in you being treated as the provider of the resulting AI system, with full assumption of all applicable provider obligations, liabilities, and regulatory responsibilities under the EU AI Act.
6.9 AI Content Labeling. The Service utilizes large language models to provide services. To comply with applicable laws regarding deep synthesis services and generative AI services and to promote transparent use of AI-generated content, we will add explicit or implicit labels in the product interface or AI-generated content. You must not use the Service to create, publish, or disseminate false, inaccurate, infringing, or other content that violates applicable laws and regulations. Specific labeling methods include displaying “AI-generated” or other text indicating AI and synthetic content elements at appropriate positions such as the top, bottom, or background of the product interface, or near the displayed content. If you transmit AI-generated content from the Service via the Internet, you shall maintain the accuracy and completeness of such content labels.
Any violation of these terms is the sole responsibility of the User.
7. TENCENT’S RIGHTS
7.1 Without affecting your use of the Service under this Agreement, Tencent has the right to adjust the name, domain name, function, product design, visual interface, etc. of the Service, related services and related functional modules at its own discretion. If the aforesaid work may affect your normal use of the Service, we will notify you within a reasonable time before making relevant adjustments and inform you of the possible impact.
7.2 All legal rights and interests to the Service (including but not limited to models, result data, analysis reports and other data contents, as well as pictures, charts, documents, text and interface design, etc.), and other data, materials or information related to the Service belong to Tencent, its affiliates and third party licensors, including various documents related to the interface of the Service.
7.3 You understand and agree that when using the Service, Tencent has the right to use technical means, such as implementing automated content filters, to review information generated as part of your use of the Service, including Content, for the purposes of detecting and removing any illegal or restricted content to comply with our legal obligations, including legal obligations outside your home jurisdiction. In this context, we may access, collect, monitor and/or remotely store information relating to Content you write, send, share, stream or transmit through the Services and your User Data and communications may be screened to detect any illegal or restricted content. Any illegal or restricted content may be removed without notice or explanation.
8.1 Support for the Service. Except to the extent required by applicable laws with respect to consumers or as otherwise provided in this Agreement, Tencent is under no obligation to provide technical support or other services.
8.2 Customer support. If you have any questions (including problem consultation, complaints, etc.) about this Agreement or the use of the Service, you can contact us at the Tencent Cloud Support Portal. We will reply to you as soon as possible after receiving your feedback, and respond to your request, and if applicable, within the time limit stipulated by laws and regulations.
8.3 Feedback. You acknowledge and agree that any feedback that you provide becomes the sole and exclusive property of Tencent and we may use your feedback without restriction or compensation to you.
9. YOUR PRIVACY
9.1 Under data protection laws, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.
9.2 Please be aware that Internet transmissions are never completely private or secure and that, despite our commercially reasonable efforts, any message or information you send using the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
9.3 Data Residency and Network Configuration. Where the Service is deployed as privately deployed software, Tencent does not, as part of the standard functionality of the Service, access, store, transmit, or process your data outside your designated deployment environment, except (i) as expressly configured or authorized by you, (ii) as required to provide agreed support services, or (iii) as required by applicable law. You are solely responsible for configuring network isolation, routing policies, and security controls within your deployment environment. You acknowledge that the data residency and isolation characteristics described in this Agreement are subject to the Service’s configuration and your use of Third Party Services.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Intellectual Property Rights. You agree that all Intellectual Property Rights in and to the Service, as between you and Tencent, are owned by Tencent, its affiliates and/or Tencent’s licensors, as the case may be. All proprietary features of the Service, including the architecture visualization engine, automated risk-to-diagram mapping logic, and intelligent layout algorithms, are owned by or exclusively licensed to Tencent. Unauthorized reproduction, reverse engineering, or derivative use of such features is prohibited. Except as expressly set forth in this Agreement and to the extent permissible under applicable law, Tencent does not grant to you any licenses or other rights, implied or otherwise, in or to Tencent’s Intellectual Property Rights. The copyrights, patents and other intellectual property rights of the software on which Tencent relies in providing the Service are owned by Tencent and/or its affiliates. Other legal rights related to or in the Service that are not mentioned in this Agreement are also reserved by Tencent. Tencent, its affiliates and our licensors reserve all rights in connection with the Service and its content (other than your Content), including, without limitation, the exclusive right to create derivative works. In this Agreement, “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.
10.2 Input and Output Content.
(a) You may provide, transmit or upload content (“Input”) and will receive output from the Service based on your Input (including, for the avoidance of doubt, Third Party Output) (“Output” and together with Input, “Content”). Your use of the Service, including any Output, may also be subject to license and use restrictions set forth in Third Party Terms, if applicable.
(b) You represent and warrant that: (i) you either own or have obtained all rights, licenses, consents, permissions, and/or authority necessary to submit and use (and allow us to use) such Input in connection with the Service; (ii) your Input will not contain material that is subject to copyright or other proprietary rights; and (iii) your Input and the generation of Output based on your Input will not breach any law or any third party’s terms and conditions associated with such Input.
(c) By using the Service and transmitting or uploading Content, you grant Tencent a license to access, use, host, cache, store, reproduce, synthesize, transmit, display, publish, modify and adapt such Content as necessary for technical purposes to operate and provide the Service (including to distribute Output based on your Input), and to use AI to generate output based on your input. For clarity, Tencent’s rights in such Content are solely as required to enable Tencent to operate and provide the Service (including to distribute Output based on your Input). We require this license to ensure that the actions we take in operating, improving and promoting the Service are not considered legal violations. You agree that these rights and licenses are royalty-free, transferable, and sub-licensable, worldwide, irrevocable (for so long as Content is stored with us) and include a right for Tencent to make such Content available to, and pass these rights along to, service providers and others with whom we have contractual relationships as required for the operation and provision of the Service.
(d) As between you and Tencent and to the extent permitted by applicable law, you retain ownership rights in Input and own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. You acknowledge and agree that Tencent is not the source of, does not verify or endorse, and is not responsible in any manner for Content, that you are solely responsible to retain adequate back-ups of Content, that you assume all risks associated with Content and the transmission or other use of the Content, and that you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Content.
(e) You acknowledge and agree that Tencent may preserve Content, and may also disclose Content, in accordance with the Privacy Policy, if required to do so by law or in the good faith belief that that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement or our agreement(s); (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Tencent, its users and/or the public.
(f) You acknowledge that Tencent reserves the right in its absolute discretion to delete, review, edit, filter or modify any Content for any reason and without notice to you, to the extent permitted by applicable law.
(g) If you use custom models to generate Output, the rights attribution and related rights and obligations for such content shall be determined according to the agreement between you and the model service provider. Please review and comply with such agreements or documents when using Output.\\
10.3 Tencent Logo. You shall not use Tencent’s trademarks service marks, trade names, domain names, website names or other distinctive brand features of Tencent under any circumstances, including “Tencent” and “Tencent Cloud” etc. (hereinafter collectively referred to as “Tencent Logos”). Without the prior written consent of the Tencent, you shall not display, use, or otherwise dispose of the aforesaid Tencent Logos in any way, either alone or in combination, without Tencent’s prior written consent. You shall bear all legal liabilities for any losses caused to Tencent or others by using the Tencent Logos in violation of this Agreement.
10.4 Copyright Infringement. If you believe that any Content uploaded or generated by the Service infringes on your Intellectual Property Rights, please report the alleged infringement by filling in the Tencent Cloud International Portal Copyright Complaint Form. This will enable us to investigate your infringement complaint quickly and efficiently. For more information, please read our Copyright Policy, which forms part of this Agreement.
10.5 Third Party Brands. The Service may display or reference third party software or service names, brands, or trademarks during operation (for example, the name of a custom model you configure). You understand that such display is solely for identification purposes to indicate that the Service is interacting with the corresponding third party based on your input content. This does not indicate that we have any affiliation or partnership with such third parties. The rights to such third party brands and trademarks remain with their respective owners.
11. DISCLAIMERS, INDEMNITIES, LIMITATION OF LIABILITIES
11.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER TENCENT NOR ANY OF ITS LICENSORS OR AFFILIATES, PROVIDERS OR DISTRIBUTORS, MAKE, AND TENCENT HEREBY DISCLAIMS ON BEHALF OF ITSELF AND SUCH PERSONS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING TENCENT, THIRD PARTY MATERIALS, ANY OTHER SERVICE OR SOFTWARE, OR ANY CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE SERVICE, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:
(a) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(b) THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(c) THAT ANY OUTPUT OR OTHER INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE, UP TO DATE, RELIABLE, NON-INFRINGING OR SECURE;
(d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED;
(e) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE;
(f) THAT CONTENT WILL NOT BE SUBJECT TO LOSS OR DAMAGE;
(g) THAT THE SERVICE WILL BE SECURE OR COMPATIBLE WITH YOUR OR YOUR NETWORKS, SYSTEMS, APPLICATIONS, HARDWARE, OR DEVICES;
(h) THAT THE SERVICE WILL BE OF MERCHANTABLE OR SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, THE SERVICE IS NOT DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES; OR
(i) WITH RESPECT TO THIRD PARTY OFFERINGS.\\
11.2 Disclaimer of Responsibility over Output. The Service is not error-free and the Service may generate Output that contains errors, is incorrect, inaccurate and/or offensive, and Tencent shall not be responsible for such Output, nor does such Output represent Tencent’s views. The Service does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Service. Although we make reasonable efforts to update the information provided by the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
BY USING THE SERVICE AND ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OUTPUT GENERATED BY THE SERVICE. YOU ARE PROHIBITED FROM USING ANY OUTPUT RELATING TO AN INDIVIDUAL FOR PURPOSES OR DECISIONS THAT COULD AFFECT AN INDIVIDUAL SIGNIFICANTLY, INCLUDING BUT NOT LIMITED TO THAT OF CREDIT, EDUCATION, EMPLOYMENT, HOUSING, INSURANCE, LEGAL MATTERS, MEDICAL DECISIONS OR OTHERWISE.
11.3 You also acknowledge that due to the nature of our Service and generative artificial intelligence tools, the Service may potentially generate Output (including Third Party Output):
(a) that is not fit for any particular purpose, suitable for your or any end user’s intended use, or appropriate for any specific application or decision-making process;
(b) which may include content that is harmful, offensive, misleading, defamatory, discriminatory, biased, or otherwise objectionable; and
(c) for other users that is similar or the same as your Output, because the same or similar Input was provided, and you agree that such Output may be used by other users for their own individual purposes,
and you agree that Tencent shall have no liability whatsoever for any such Output, and you assume all risk associated with the use, distribution, or reliance upon such Output.
For the avoidance of doubt, any output, result, recommendation, or response generated by or derived from Third Party Services shall be deemed third-party output, and Tencent shall have no responsibility or liability for such output, including any claims relating to accuracy, bias, infringement, regulatory compliance, or fitness for purpose, regardless of whether such Third Party Services are accessed using your credentials, unless otherwise expressly agreed in writing.
11.4 Global Content Liability Disclaimer and Indemnity. You acknowledge and agree that: (i) Tencent acts solely as a technology platform provider and not as a publisher, editor, or endorser of any AI-generated content, including any outputs generated using Third Party Services, large language models, or search API-augmented results; (ii) Tencent makes no representations or warranties regarding the accuracy, completeness, legality, or fitness for purpose of any AI-generated outputs; (iii) you are solely responsible for reviewing, validating, and approving all AI-generated content before publication, distribution, or reliance, and shall implement human review processes for all high-stakes decisions; and (iv) you assume full liability for the publication and use of all outputs.
You shall indemnify, defend, and hold harmless Tencent, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, fines, penalties, and expenses (including reasonable legal fees) arising from or relating to: (a) defamation, libel, or misleading statement claims; (b) content liability claims under any applicable laws, including the German Unfair Competition Act (UWG), Network Enforcement Act (NetzDG), or equivalent global laws; (c) intellectual property infringement claims relating to AI-generated outputs; or (d) any end-user reliance on AI-generated outputs.
11.5 Limitation of Liability.
(a) Cap on Liability. SUBJECT TO SECTION 11.5(c) BELOW, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF TENCENT AND ITS AFFILIATES, ON THE ONE HAND, AND YOU ON THE OTHER, FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, AND THE SOFTWARE, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WILL BE LIMITED TO THE GREATER OF (I) USD 100 OR (II) THE FEES PAID BY YOU TO TENCENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. HOWEVER, NOTHING LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR ANY MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS.
(b) Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, NEITHER TENCENT, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (i) ANY THIRD PARTY SERVICES; (ii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (iii) UNAVAILABILITY OF THE SERVICE (EXCEPT AS PROVIDED UNDER THIS AGREEMENT); (iv) YOUR APPLICATIONS OR INTELLECTUAL PROPERTY RIGHTS; (v) LOSS OF DATA, LOSS OF PROFIT, GOODWILL, REVENUE OR OPPORTUNITIES; OR (vi) CONSEQUENTIAL DAMAGES (LOSS OF REVENUE, LOSS OF DATA) SPECIFICALLY TIED TO THE UNAVAILABILITY OF THE SERVICE DURING YOUR INCIDENT RESPONSE; IN EACH CASE, RELATING TO THE SERVICE AND THIS AGREEMENT.
(c) Unlimited Liabilities. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS YOUR LIABILITY FOR: (i) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.6; (ii) YOUR INFRINGEMENT OF OUR, OUR AFFILIATE’S OR LICENSOR’S INTELLECTUAL PROPERTY RIGHTS; OR (iii) ANY FRAUDULENT ACTIVITIES OR FRAUDULENT MISREPRESENTATION.
(d) Disclaimer of Certain Liabilities. Without limiting Section 11.5(a) or 11.5(b), if the Service is interrupted for any of the reasons set forth below, Tencent disclaims liability for any loss or damage to the extent caused by the following:
(i) causes attributable to in connection with the provision of any Third Party Services;
(ii) causes attributable to infrastructure operators, including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators;
(iii) your use of the Service in a manner not authorized by Tencent;
(iv) improper operation by you or failures in your computer software, systems or hardware;
(v) damage by computer viruses, Trojan horses or other malicious programs, or hacker attacks; or
(vi) any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, Tencent.
11.6 Your Indemnification.
(a) You will defend, indemnify and hold harmless Tencent, its affiliates, and each of their respective agents, licensors, employees, officers and directors from and against any Claims to the extent they arise out of or in relation to:
(i) your Content, including without limitation, their alleged violation, infringement or misappropriation of the Intellectual Property Rights or other rights of any third party;
(ii) your use (or misuse) of the Service, including without limitation any (A) alleged violation of applicable data protection laws by you, Tencent, or its affiliate(s) in connection with such use; (B) alleged violation of any other applicable laws (including laws related to recording others) and regulations by you, Tencent, or its affiliates in connection with such use; (C) alleged violation of third party rights by you, Tencent, or its affiliates; and/or (D) such use that would constitute a violation of this Agreement;
(iii) the use of any products, services, data, software, hardware or business processes not provided by or on behalf of Tencent, its affiliates or its licensors;
(iv) you or your end user’s breach of, or failure to comply with, any Third Party Terms, including but not limited to: (A) any unauthorized resale, sublicensing, redistribution, or third-party access to any Third Party Materials; (B) any use of Third Party Materials that exceeds the scope of rights granted under the applicable Third Party Terms; and (C) any use of Third Party Materials by you or your end users for purposes prohibited by the applicable Third Party Terms;
(v) any suspension, termination, restriction, or other action taken by any Third Party Provider against Tencent or its affiliates, arising from or related to your use of any Third Party Services through the Service or your breach of any Third Party Terms; and
(vi) any regulatory fines, penalties, or enforcement actions resulting from your execution of chaos drills, fault injection testing, or other disruptive testing activities through the Service.
(b) For the avoidance of doubt, Tencent shall have no indemnification obligation with respect to: (A) any output, result, recommendation, or response generated by or derived from Third Party Services, including any claims relating to accuracy, bias, infringement, regulatory compliance, or fitness for purpose of such outputs; or (B) any deployment of the Service for High-Risk AI Systems without Tencent’s prior written consent.
(c) Tencent will provide you with: (1) prompt written notice of any Claims; and (2) reasonable assistance, at your expense, to defend or settle the Claim. Tencent and its affiliates retain the right to appoint additional counsel of their choice to participate in defending or settling the Claims, in which case the counsel retained by you will consult with the counsel appointed by Tencent or its affiliates and will give them the opportunity to provide comments on defense and settlement strategies.
(d) At your option, you may settle any such Claims, provided that any settlement requiring Tencent or its affiliates or their agents, licensors, employees, officers or directors to admit liability, pay money, or take or refrain from taking any action will require Tencent’s or the affiliate’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).
(e) Without limiting the foregoing, you agree to pay any final judgment entered against Tencent or its affiliates or their licensors, employees, officers and directors including without limitation any damages, costs, penalties, fees, disgorgement, restitution, and interest, or in the event of settlement, any settlement amounts agreed to by you, as a result of those Claims. You also agree to reimburse us for any costs and reasonable attorney’s fees spent responding to any third-party subpoena, legal order or other processes associated with such Claims.
11.7 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN YOU AND TENCENT. THIS ALLOCATION IS REFLECTED IN THE FEES CHARGED BY TENCENT (IF ANY) TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TENCENT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE LIMITED REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
12. TERM, TERMINATION AND SUSPENSION
12.1 Term. The term for this Agreement will commence when you accept this Agreement and download the Service and shall continue until terminated as set forth below (the “Term”).
12.2 Termination, suspension and/or modification by Tencent.
(a) Termination for cause. To the extent permitted under applicable laws, Tencent may, at its sole discretion and without assuming any liability, terminate this Agreement, or suspend, modify, restrict or terminate your access to or use of the Service or any aspect of the Service, in whole or in part, immediately upon written notice to you if: (i) you violate any provisions of this Agreement and failed to rectify the breach after being notified by Tencent; (ii) Tencent reasonably believes that you have violated any applicable laws, or engaged in any illegal, fraudulent or deceptive activity, in connection with the use of the Service; or (iii) other circumstances stipulated in this Agreement.
(b) Termination for convenience. Tencent has the right to terminate this Agreement for convenience and without liability by providing written notice to you 30 days in advance of the termination. You understand and agree that Tencent will not assume any obligations to you with respect to the Service for such termination.
12.3 Effects of Termination. If we end your rights to use the Service:
(a) you must stop all activities authorized by this Agreement, including your use of the Service;
(b) you must delete or remove the Service from your device; and
(c) you will no longer have further access to your Account.
12.4 Termination by you. You may terminate your use of the Service by uninstalling the Service and deleting your Account.
12.5 Survival. Without limiting the foregoing, all indemnification obligations, limitations of liability, disclaimers, intellectual property provisions, confidentiality obligations, and any other provisions which by their nature should survive, shall survive termination or expiration of this Agreement for a period of two (2) years, or such longer period as may be required to resolve any claims pending at the time of termination.
13. REMEDIES
13.1 You acknowledge and agree that if Tencent discovers, on its own or based on information provided by competent authorities or complaints filed by rights holders, that you have violated applicable laws, regulations or rules, or breached the Agreement, Tencent will be entitled to take any one or more of the following actions at its own discretion:
(a) issue warnings;
(b) restrict your use of some or all of the functions of the Service;
(c) suspend or terminate your use of the corresponding Account (hereinafter referred to as “blocking the account”) or prohibit you from re-registering an Account without prior notice to you;
(d) in case of serious violations or breaches, Tencent will have the right to terminate the provision of Service to you and terminate the Agreement without prior notice to you; and
(e) pursuing other liabilities against you in accordance with any applicable laws and regulations.
13.2 We will retain the sole discretion as to when and how to impose warnings, penalties and/or disciplinary actions. We consider the severity of the violation and the number of infractions in making our determination; however, any determination shall be at our reasonable discretion.
13.3 Tencent shall not be responsible or held liable for any damages or losses, including but without limitation to the suspension of your business operations, deletion of data, etc., arising from the actions taken by Tencent hereunder due to your breach of this Agreement.
14. EXPORT CONTROL AND SANCTIONS
14.1 You agree not to engage in any activities in connection with this Agreement that would breach sanctions or export control laws or risk placing Tencent or its affiliates in breach of any sanctions or export control laws, or becoming a target of sanctions.
14.2 In this Section 14, capitalized terms have the following definitions:
“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control.
“Sanctions” means the economic sanctions laws and regulations of the People’s Republic of China (“PRC”), the United States (“U.S.”), the European Union (“EU”), EU member states, the United Kingdom, the United Nations (“UN”), and all applicable government authorities including, without limitation, the economic sanctions rules and regulations implemented under statutory authority and/or the U.S. President’s Executive Orders and administered by the OFAC, and the Anti-Foreign Sanctions Law of the People’s Republic of China and relevant rules and regulations.
“Sanctioned Jurisdiction” means the jurisdictions that are subject to comprehensive U.S. sanctions administered by OFAC (currently, Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk People’s Republic and Luhansk People’s Republic).
“Sanctioned Person” means any individual, entity, or government that is the target of sanctions administered by: PRC, the U.S. (including, without limitation, those persons on OFAC’s Specially Designated Nationals and Blocked Persons List as well as any individual or entity that is located or resident in or organized under the laws of a Sanctioned Jurisdiction), the EU, EU member states, the United Kingdom, the UN and/or any other relevant authority.
14.3 You hereby agree to the following representations and covenants, in each case below with respect to your use of the Service under this Agreement:
(a) You hereby represent and warrant to Tencent that you are not, as of the date of this Agreement, any of the following (i)-(iii) and that if, after the date of this Agreement, you become any of the following (i)-(iii), you shall immediately notify Tencent in writing: (i) are or acting on behalf of a Sanctioned Person, (ii) controlled or owned 50% or more (directly or indirectly) in the aggregate by one or more Sanctioned Persons, or (iii) located or resident in or organized under the laws of a Sanctioned Jurisdiction.
(b) In your use of the Service, you shall not: (i) violate Sanctions, (ii) use the Service in any way that involve, relate to, or are conducted on behalf of or for the benefit of a Sanctioned Person, and (iii) without limiting any of the foregoing (i)-(ii), with respect to your use of the Service provided under this Agreement, transact with or otherwise do business with or involving any (a) Sanctioned Jurisdiction or (b) Sanctioned Person.
(c) You covenant and agree that you shall immediately notify Tencent in writing if you, with respect to your use of Service under the Agreement, become aware of any (i) actual or potential violation of Sanctions by you or (ii) the involvement of any (a) Sanctioned Jurisdiction or (b) Sanctioned Person, in each case relating to your use of the Service.
(d) To the extent that Tencent, in its sole discretion, determines that a breach of Section 14 of this Agreement by you has occurred or will occur, Tencent shall be entitled, in its sole discretion, to terminate this Agreement with you and cease its provision of Service to you, in each case with immediate effect, or take any other remedial actions at the discretion of Tencent. If Tencent terminates this Agreement or take any other remedial actions pursuant to this provision, it shall not be obliged to make any payments, indemnify, or otherwise provide compensation to you for the termination or the remedial actions.
(e) Tencent has the right to perform its reporting obligations to any relevant authority pursuant to applicable laws.
14.4 Trade Compliance for Third Party Services. You are responsible for ensuring that your configuration and use of Third Party Services through the Service, including any data transfers initiated by you, comply with all applicable trade laws, export controls, and sanctions requirements.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 This Agreement is governed by the laws of Singapore.
15.2 IF A DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF THE SERVICE CANNOT BE RESOLVED WITHIN THIRTY (30) DAYS FOLLOWING THE COMMENCEMENT OF CONSULTATION OR MEDIATION, THEN YOU OR WE SHALL SUBMIT THE DISPUTE FOR ARBITRATION BY THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC”). EXCEPT FOR THE RIGHT OF EITHER YOU OR US TO APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR A TEMPORARY RESTRAINING ORDER, A PRELIMINARY INJUNCTION, OR OTHER EQUITABLE RELIEF TO PRESERVE THE STATUS QUO OR PREVENT IRREPARABLE HARM, BOTH YOU AND WE AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE SIAC UNDER THE SIAC ARBITRATION RULES OF THE SIAC FOR THE TIME BEING IN FORCE WHICH RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS SECTION.
THE SEAT OF ARBITRATION SHALL BE SINGAPORE. THE NUMBER OF ARBITRATORS SHALL BE THREE (3). YOU AND WE SHALL EACH DESIGNATE ONE (1) ARBITRATOR AND THE PRESIDENT OF SIAC SHALL APPOINT A PERSON WHO IS THE THIRD ARBITRATOR TO ACT AS THE PRESIDING ARBITRATOR OF THE ARBITRAL TRIBUNAL. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. THE ARBITRAL AWARD SHALL BE FINAL AND BINDING UPON YOU AND US.
16. FORCE MAJEURE
16.1 In this Agreement, “Force Majeure” refers to uncontrollable, unforeseeable and insurmountable events of one party, including but not limited to: natural disasters (earthquakes, floods, fires, etc.), acts of government, promulgation or change of laws, regulations or policies (including trade laws, sanctions, restrictive measures or regulations), strikes or unrest, military conflicts or paramilitary conflicts, terrorist activities, martial law, riots, large-scale outbreaks of epidemic infectious diseases, or any significant change of circumstances (including changes in applicable laws which would render provision of Service potentially illegal or different from that contemplated by the parties at time of the acceptance of this Agreement or first download, install, access, or use the Service), foreseeable or otherwise.
16.2 If the performance of this Agreement is prevented, delayed, hindered or restricted, or Tencent breaches this Agreement due to an event of Force Majeure, in no case shall Tencent be liable for the breach of this Agreement, or be otherwise liable for any such failure or delay in the performance of such obligations. If the Force Majeure persist for more than 15 consecutive days, Tencent may terminate this Agreement, without assuming any liability, by immediate written notice to you.
17. MISCELLANEOUS
17.1 Notice. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth above (in the case of Tencent) and any address registered with us (in your case) and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notwithstanding the foregoing, any notices, communications, or disclosures sent electronically by Tencent through email, web announcements, site messages, mobile phone text messages or regular mail transmission or otherwise, shall be deemed a valid and binding notice required or permitted to be given under this Agreement and shall be deemed to have been delivered to you on the date of sending.
17.2 Assignment. Neither party may assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under this Agreement without the prior written consent of the other party, except that Tencent may freely assign or otherwise transfer this Agreement without your consent: (i) in connection with a merger, acquisition or sale of all or substantially all of Tencent’s assets; or (ii) to any affiliate or as part of a corporate reorganization. Upon such assignment or transfer taking effect, the successor or permitted assigns (as the case may be) shall assume assignor/transferor’s liability and assignor/transferor is released from the same. Any attempted assignment or transfer in violation of the foregoing restriction will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
17.3 Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
17.4 No Third-Party Beneficiaries. This Agreement is not intended to confer any benefits on any third party except to the extent that it expressly states that it does.
17.5 Entire Agreement. This Agreement constitutes the whole legal agreement between you and us and governs your use of the Service and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing.
17.6 Language. We may translate this Agreement into other languages. In the event of any inconsistency between this English language version and any other language version, this English language version shall prevail.
17.7 Headings. All headings in this Agreement are for reading convenience only and have no actual meaning, and shall not be used as a basis for interpreting the meaning of this Agreement.
18. SINGAPORE-SPECIFIC PROVISIONS
18.1 Critical Information Infrastructure. If you are the owner or operator of Critical Information Infrastructure (“CII”) as designated under the Cybersecurity Act 2018 of Singapore, or if you are a financial institution regulated by the Monetary Authority of Singapore (“MAS”), you acknowledge and agree that:
(a) You are solely responsible for ensuring that your use of the Service, including any fault injection, chaos engineering, or disruptive testing features, complies with applicable cybersecurity codes of practice, business continuity requirements, and regulatory obligations under the Cybersecurity Act 2018, MAS Notice 644 on Technology Risk Management, and any other applicable regulations;
(b) You must obtain all necessary internal and regulatory approvals before conducting any chaos drills, fault injection tests, or other disruptive testing activities through the Service;
(c) Tencent shall have no liability for any regulatory fines, penalties, enforcement actions, or business interruption resulting from your use of the Service, including any outages caused by fault injection or chaos engineering activities; and
(d) You shall indemnify Tencent against any claims, fines, or penalties arising from regulatory non-compliance in connection with your use of the Service.
(e) Every automated action executed through the Pre-plan Management module, including fault injection, instance shutdown, and disaster recovery drill executions, will generate an immutable, tamper-proof audit log attributing the execution to the specific user account and policy that authorized it. You acknowledge that this audit trail documents that you or your authorized users initiated and approved such actions.
18.2 Unfair Contract Terms Act. You acknowledge that the limitation of liability, disclaimer of warranties, and other protective provisions in this Agreement have been negotiated between commercial parties at arm’s length, are fair and reasonable, and represent an appropriate allocation of risk in light of the fees charged (if any) and the nature of the Service. You waive any right to challenge the enforceability of such provisions under the Unfair Contract Terms Act (Cap. 396) of Singapore to the maximum extent permitted by law.
18.3 No Regulatory Audit Guarantees. Notwithstanding any marketing materials, product documentation, or other communications, Tencent makes no representations or warranties that the Service meets any specific regulatory audit standards, compliance frameworks, or certification requirements. The Service provides audit trails and governance report archiving designed to assist organizations with their compliance reporting efforts, but you are solely responsible for determining whether the Service meets your specific regulatory requirements.
If you have any questions, comments, or suggestions regarding this Agreement or the Service, please contact us through the contact methods published on the Tencent Cloud International Portal. Tencent will review the issues involved as soon as possible and reply to your request within the time limit prescribed by laws and regulations or as agreed with you.
20. OPEN SOURCE ATTRIBUTION
20.1 The Service may use third-party software or technology. Tencent will display relevant agreements or other documents in accordance with applicable laws and agreements, which may be presented through the annexes to this Agreement, packaged in specific folders in the software installation package, or displayed through open source software pages. These may be expressed in the form of “Software License Agreement”, “Authorization Agreement”, “Open Source Code License” or other forms.
20.2 You should comply with the usage instructions and relevant agreements to use and conduct secondary development (if any) of such third-party open source code or software in compliance. The relevant agreements or other documents displayed in various forms as described above are an integral part of this Agreement and have the same legal effect as this Agreement. You should comply with these requirements. If you violate these requirements, the third party or government authorities may initiate litigation, impose fines, or take other sanctions against you, and request Tencent’s assistance. You should bear the legal liability independently, and Tencent has the right to stop providing services upon discovery.