1.1 1般规定.真钱棋牌app向您提供de"服务产品"系基于亚马逊宁云技术服务（宁夏）有限公司及其关联公司（统称"亚马逊"）de技术.虽然底层技术由"亚马逊"开发并维护但"服务产品"由真钱棋牌app运营并向您提供."亚马逊"并非"本协议"de缔约方您无权依据"本协议"向"亚马逊"主张任何合同或其他性质de权利或救济.您可依照"本协议"访问并使用"服务产品".某些"服务产品"可能需要遵守"服务水平协议"和"服务条款".您应遵守"本协议"de条款以及与您使用"服务产品"相关de所有适用法律 .法规及规章."本协议"项下向您提供de"服务产品"将由真钱棋牌软件数据从中方境内de"AWS中方（宁夏）区域"向您提供."本协议"未授权您接收或使用任何其他AWS区域提供de任何服务产品.
1.2 您de账户及政府批准.欲访问"服务"您必须拥有1个与有效电子邮件地址以及1个或多个有效身份证明相关联deAWS账户.您必须按照真钱棋牌appde要求提供充分de证明材料（例如:公司营业执照或政府颁发de身份证件）以便真钱棋牌app验证您de身份.如果您de身份信息有任何变化您应立即通知真钱棋牌app并提供相应证明材料以更新与您deAWS账户关联de身份信息.如您未遵守上述身份验证要求您对"服务产品"de访问可能因此受限并可能导致您deAWS账户中止和（或）终止或遭受真钱棋牌app自主决定针对您deAWS账户或您对"服务产品"de使用采取de其他措施或其他后果.除非"服务条款"明确许可否则您de每个电子邮件地址仅可创建1个账户.您可以通过您de账户访问和使用基于"亚马逊"技术但由真钱棋牌app之外de其他服务提供商从中方境内de其他AWS区域（"其他AWS中方区域"）运营和向您提供de相关服务产品.您对"其他AWS中方区域"de服务产品de使用受您与该其他服务提供商之间de协议约束而不受"本协议"约束.该其他服务提供商不属于"本协议"de缔约方且您无权依据"本协议"针对该其他服务提供商主张任何合同或其他性质de权利或救济.除非系因真钱棋牌app违反"本协议"而导致否则:（a）您应对您账户下de所有活动负责无论该等活动乃否由您授权也无论该等活动由您 .您de员工或第3方（包括您de承包商 .代理商或"最终用户"）实施；且（b）您de账户在无授权de情况下被擅自访问de真钱棋牌app和真钱棋牌appde"关联方"概不负责.若您认为可能有未经授权de第3方正在擅自使用您de账户或您de账户信息丢失或被窃您应立即联系真钱棋牌app.您可依照第7条规定随时终止您de账户及"本协议".如果您de葁o徽嘶П挥糜诳展相关业务且该等业务需要获得相关政府或监管机关颁发de任何相关执照 .许可或批准（每1该等执照 .许可或批准下文均称为"政府批准"）则您在使用任何"服务产品"通过您de账户开展该业务之前必须事先取得所有该等"政府批准"并且在使用"服务产品"期间必须始终维持该等"政府批准"包括但不限于:
"账户信息"指您向真钱棋牌app提供de与您创建或管理AWS账户有关de信息.例如:"账户信息"包括与您deAWS账户有关de姓名 .用户名 .电话号码 .邮件地址 .账单信息等.
"AWS中方网络"指实物位于"中方"境内且处于真钱棋牌app控制之下并用于提供"服务"de数据中心设施 .服务器 .网络设备以及主机软件系统（如虚拟防火墙）.
"AWS保密信息"指由真钱棋牌app ."亚马逊" .2者de任何关联方 .商业伙伴或2者de员工 .承包商或代理人披露且被指定为具保密性或鉴于信息de性质或有关信息披露de情况应被合理视为具保密性de所有非公开信息."AWS保密信息"包括:（a）与真钱棋牌app或真钱棋牌appde关联方或商业伙伴de技术 .客户 .业务计划 .推广和营销活动 .财务及其他商业事务相关de非公开信息；（b）真钱棋牌app有义务对其保密de第3方信息；及（c）您与真钱棋牌app或真钱棋牌appde关联方开展de任何商谈或谈判de性质 .内容及存在."AWS保密信息"不包括:（i）现在或将来非经违反"本协议"而由公众获得de信息；（ii）有书面文件证明在您从真钱棋牌app处接收信息时已被您所知de信息；（iii）由未通过不当或侵权行为而获得或披露信息de第3方提供de信息；或（iv）有书面文件证明您在不参考"AWS保密信息"de情况下已独立开发de信息.
WSDL .文档 .示例代码 .软件库 .命令行工具 .概念验证 .模板及其他相关技术（包括真钱棋牌appde人员提供de任何上述内容）."AWS内容"不包括"服务"或"第3方内容".
"AWS标识"指真钱棋牌app或"亚马逊"可能就"本协议"向您提供de任何商标 .服务标志 .服务或商品名 .标识及其他名称.
"内容"指软件（包括机器映像） .数据 .文本 .音频 .视频或图像.
"损失"指任何索赔 .损害 .损失 .责任 .成本及费用（包括合理de律师费）.
"政策"指"可接受使用政策" ."隐私政策" ."网站条款" ."服务条款" ."商标使用指南" ."AWS内容"及"AWS中方网站"中所列明de所有限制规定以及在"本协议"中提及或并入"本协议"de任何其他政策或条款但不包括白皮书或在"AWS中方网站"上提及de其他宣传材料.
"服务产品"指"服务"（包括相关deAPI） ."AWS内容" ."AWS标识" .以及真钱棋牌app依照"本协议"规定提供de任何其他产品或服务."服务产品"不包括"第3方内容".
Simple Storage Service中存储de内容."您de内容"不包括"账户信息".
Last updated December 12, 2017
This Western Cloud Data Customer Agreement for AWS (Ningxia Region) (this "Agreement")
contains the terms and conditions that govern your access to and use of the
Service Offerings (as defined below) and is an agreement between you or the
entity you represent ("you"),
and Ningxia Western Cloud Data Technology Co., Ltd. ("Western
Cloud Data", "we",
This Agreement takes effect when you click an "I Accept" button or check box
presented with these terms or, if earlier, when you use any of the Service
Offerings (the "Effective
Date"). You represent to us that you are lawfully able to enter into
contracts (e.g., you are not a minor). If you are entering into this Agreement
for an entity, such as the company you work for, you represent to us that you
have legal authority to bind that entity. Please see Section 14 for definitions
of certain capitalized terms used in this Agreement.
1. Use of the Service Offerings.
1.1 Generally. The Service Offerings we provide to you are
based on technology of Amazon Cloud Technology Services (Ningxia) Co., Ltd. and
its affiliates (collectively "Amazon").
Although Amazon develops and maintains the underlying technology, the Service
Offerings are operated and provided to you by us, not by Amazon. Amazon is not a
party to this Agreement, and this Agreement does not provide you with any
contractual or other rights or remedies against Amazon. You may access and use
the Service Offerings in accordance with this Agreement. Service Level
Agreements and Service Terms apply to certain Service Offerings. You will comply
with the terms of this Agreement and all laws, rules and regulations applicable
to your use of the Service Offerings. The Service Offerings provided to you
under this Agreement will be provided to you by Western Cloud Data from the AWS
China (Ningxia) region located within China. This Agreement does not authorize
you to receive or use any service offerings from any other AWS region.
1.2 Your Account and Governmental Approvals. To access the
Services, you must have an AWS account associated with a valid e-mail address
and one or more valid forms of identification. You must provide sufficient
supporting documents (e.g. business license for company or a government issued
ID), as requested by us, to allow us to verify your identity. You must promptly
inform us of any changes to your identity and provide supporting documents to
update your identification information associated with your AWS account. Failure
to satisfy these identity verification requirements may result in restricted
access to the Service Offerings, suspension and/or termination of your AWS
account, or other actions and consequences to your AWS account or your use of
the Service Offerings at our sole discretion. Unless explicitly permitted by the
Service Terms, you may only create one account per email address. Through your
account, you may access and use certain service offerings that are based on
technology of Amazon but operated and provided to you by other service
provider(s), not by us, from other AWS region(s) within China ("Other
AWS China Regions"). Your use of such service offerings from Other AWS China
Regions will be subject to the agreement(s) between you and such other service
provider(s), not by this Agreement. None of such other service provider(s) is a
party to this Agreement, and this Agreement does not provide you with any
contractual or other rights or remedies against such other service provider(s).
Except to the extent caused by our breach of this Agreement, (a) you are
responsible for all activities that occur under your account, regardless of
whether the activities are authorized by you or undertaken by you, your
employees or a third party (including your contractors, agents or End Users),
and (b) we and our affiliates are not responsible for unauthorized access to
your account. You will contact us immediately if you believe an unauthorized
third party may be using your account or if your Account Information is lost or
stolen. You may terminate your account and this Agreement at any time in
accordance with Section 7. If any of your accounts are used to conduct a
business that is subject to any relevant license, permit or approval by a
relevant governmental or regulatory authority (each such license, permit or
approval, a "Governmental
Approval"), you must obtain all such Governmental Approvals prior to using
any Service Offerings to conduct such business under such account and maintain
such Governmental Approvals during such use, including without limitation:
(a) If you use the Services to host a website providing non-commercial Internet
information services, you must undertake filing procedures for a non-commercial
website (an "ICP Recordal") at the relevant governmental or regulatory
(b) If you use the Services to host a website providing commercial Internet
information services, you must obtain a value-added telecommunications license
for a commercial website (an "ICP License") from the relevant governmental or
Except as specifically requested by you and agreed by us in writing, we assume
no obligation to assist you in procuring or maintaining an ICP Recordal, ICP
License or any other Governmental Approval. We may require you to produce all of
your Governmental Approvals before providing Services or at any time during the
course of its providing the Services to you. If you are unable to produce any
such Governmental Approvals, we will have the sole discretion to refuse to
continue providing the Services to you (including, without limitation, by
preventing you from using the Services to post any content on the internet if
you do not supply a valid ICP Recordal or ICP License), or to suspend or
terminate your use of the Service Offerings in accordance with Section 6 or
1.3 Third Party Content.Third-Party Content may be used by you at your
election. Third-Party Content is governed by this Agreement and, if applicable,
separate terms and conditions accompanying such Third-Party Content, which terms
and conditions may include separate fees and charges.
2.1 To the Service Offerings. We may change or discontinue any
or all of the Service Offerings or change or remove functionality of any or all
of the Service Offerings from time to time. We will notify you of any material
change to or discontinuation of the Service Offerings.
2.2 To the APIs. We may change or discontinue any APIs for the
Services from time to time. For any discontinuation of or material change to an
API for a Service, we will use commercially reasonable efforts to continue
supporting the previous version of such API for 12 months after the change or
discontinuation (except if doing so (a) would pose a security or intellectual
property issue, (b) is economically or technically burdensome, or (c) would
cause us to violate the law or requests of governmental or regulatory
2.3 To the Service Level Agreements. We may change, discontinue
or add Service Level Agreements from time to time in accordance with Section 12.
3. Security and Data Privacy.
3.1 AWS Security. Without limiting Section 10 or your
obligations under Section 4.2, we will implement reasonable and appropriate
measures designed to help you secure Your Content against accidental or unlawful
loss, access or disclosure.
3.2 Data Privacy. Your Content will be stored only in the AWS
China Network. You consent to the storage of Your Content in, and transfer of
Your Content into, the AWS China Network. We will not (a) access or use Your
Content, (b) disclose Your Content to any government or third party or (c) move
Your Content outside of the AWS China Network, except in each case as necessary
to maintain or provide the Service Offerings, or as necessary to comply with the
law, China Compliance Procedures or requests of governmental or regulatory
authorities. Unless it would violate the law, China Compliance Procedures or
requests of governmental or regulatory authorities, we will give you notice of
any such requests. We will only use your Account Information in accordance with
apply to Your Content. You also consent to our collection, use and disclosure of
information associated with your use of the Service Offerings, such as resource
identifiers, metadata tags, security and access roles, rules, usage policies,
permissions, usage statistics and analytics, in accordance with our Privacy
Policy. The service provider(s) of service offerings from Other AWS China
Regions will have access to your Account Information, and you consent to such
access. Their use of your Account Information will be subject to the privacy
policies applicable between you and them.
4. Your Responsibilities
4.1 Your Content. You will ensure that Your Content and your
and End Users' use of Your Content or the Service Offerings will not violate any
of the Policies or any applicable law. You are solely responsible for the
development, content, operation, maintenance, and use of Your Content.
4.2 Your Security and Backup. You are responsible for properly
configuring and using the Service Offerings and otherwise taking appropriate
action to secure, protect and backup your accounts and Your Content in a manner
that will provide appropriate security and protection, which might include use
of encryption to protect Your Content from unauthorized access and routinely
archiving Your Content.
4.3 Log-In Credentials and Account Keys. AWS log-in credentials
and private keys generated by the Services are for your internal use only and
you may not sell, transfer or sublicense them to any other entity or person,
except that you may disclose your private key to your agents and subcontractors
performing work on your behalf.
4.4 End Users. You will be deemed to have taken any action that
you permit, assist or facilitate any person or entity to take related to this
Agreement, Your Content or use of the Service Offerings. You are responsible for
End Users' use of Your Content and the Service Offerings. You will ensure that
all End Users comply with your obligations under this Agreement and that the
terms of your agreement with each End User are consistent with this Agreement.
If you become aware of any violation of your obligations under this Agreement
caused by an End User, you will immediately suspend access to Your Content and
the Service Offerings by such End User. We do not provide any support or
services to End Users unless we have a separate agreement with you or an End
User obligating us to provide such support or services.
4.5 Prohibited Content. If either you or we determine that any
of Your Content contains any Prohibited Content, you agree that you will
immediately terminate access to such content, keep relevant records and report
the violation to the relevant governmental or regulatory authority. You
acknowledge and agree that if we determine that any of Your Content contains any
Prohibited Content, we will have the right to immediately remove Your Content
and suspend your or any End User's right to access or use any portion of or all
of Your Content and the Service Offerings.
4.6 Internet Information Service Providers. If you or an End
User is using the Service Offerings to offer an Internet information service,
you agree to record the content, time of release, Internet protocol address or
domain name of any information provided by you or an End User and to provide the
same during any inquiry made by a relevant governmental or regulatory authority
according to the law.
5. Fees and Payment
5.1. Service Fees. We calculate and bill fees and charges
monthly. We may bill you more frequently for fees accrued if we suspect that
your account is fraudulent or at risk of non-payment. You will pay us the
applicable fees and charges for use of the Service Offerings as described on the
AWS China Site using one of the payment methods we support within 30 days of the
date of the bill. All amounts payable by you under this Agreement will be paid
to us without setoff or counterclaim, and without any deduction or withholding.
Fees and charges for any new Service or new feature of a Service will be
effective when we post updated fees and charges on the AWS China Site, unless we
expressly state otherwise in a notice. We may increase or add new fees and
charges for any existing Services you are using by giving you at least 30 days'
prior notice. We may elect to charge you interest at the rate of 1.5% per month
(or the highest rate permitted by law, if less) on all late payments.
5.2 Taxes. All fees and charges payable by you are exclusive of
applicable taxes and duties, such as value added tax ("VAT") and local
surcharges. If we are required by law or by administration thereof to collect
any applicable VAT from you, you will pay such VAT to us, unless you qualify for
an exemption from any such VAT. If you are legally entitled to an exemption from
VAT, you are responsible for providing us with legally-sufficient tax exemption
certificates for each taxing jurisdiction. We will apply the tax exemption
certificates to charges under your account occurring after the date we receive
the tax exemption certificates. If any deduction or withholding is required by
law, you will notify us and will pay us any additional amounts necessary to
ensure that the net amount that we receive, after any deduction and withholding,
equals the amount we would have received if no deduction or withholding had been
required. Additionally, you will provide us with documentation showing that the
withheld and deducted amounts have been paid to the relevant taxing authority.
5.3 Tax Invoices. If requested by you, we will issue you tax
invoices ("Fapiaos") according to the fees and charges specified in your bill
and received in full by us. The type of Fapiao, i.e., general VAT invoice or
special VAT invoice, will be determined based on your tax status and the
supporting documents/information that you are required to upload for validation.
6. Temporary Suspension
6.1 Generally. We may suspend your or any End User's right to
access or use any portion or all of the Service Offerings immediately upon
notice to you if we determine:
(a) your or an End User's use of or registration for the Service Offerings (i)
violates law or does not comply with China Compliance Procedures, including
without limitation, failure to obtain or maintain Governmental Approvals, (ii)
poses a security risk to the Service Offerings or any third party, (iii) could
adversely impact our systems, the Service Offerings or the systems or Content of
any other AWS customer, (iv) could subject us, our affiliates, or any third
party to liability, or (v) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 5;
(d) your use of service offerings from Other AWS China Regions through your
account is suspended; or
(e) you have ceased to operate in the ordinary course, made an assignment for
the benefit of creditors or similar disposition of your assets, or become the
subject of any bankruptcy, reorganization, liquidation, dissolution or similar
6.2 Effect of Suspension. If we suspend your right to access or
use any portion or all of the Service Offerings:
(a) you remain responsible for all fees and charges you incur during the period
of suspension; and
(b) you will not be entitled to any service credits under the Service Level
Agreements for any period of suspension.
You consent to our right to inform each other service provider responsible for
operating and providing service offerings from Other AWS China Regions of any
suspension under this Agreement.
7. Term; Termination
7.1. Term. The term of this Agreement will commence on the
Effective Date and will remain in effect until terminated under this Section 7.
Any notice of termination of this Agreement by either party to the other must
include a Termination Date that complies with the notice periods in Section 7.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason
by (i) providing us notice and (ii) closing your account for all Services for
which we provide an account closing mechanism. If you close your account, you
agree and understand that you will terminate each other agreement governing your
use of service offerings from Other AWS China Regions through your account. We
may terminate this Agreement for any reason by providing you at least 30 days'
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the
other party is in material breach of this Agreement and the material breach
remains uncured for a period of 30 days from receipt of notice by the other
party. No later than the Termination Date, you will close your account.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you
(A) for cause if we have the right to suspend under Section 6, (B) if our
relationship with a third-party partner who provides software, hardware,
facilities or other technology we use to provide the Service Offerings expires,
terminates or requires us to change the way we operate or provide the software
hardware, facilities or other technology as part of the Services, (C) in order
to comply with the law or requests of governmental or regulatory authorities, or
(D) if any other agreement governing your use service offerings from Other AWS
China Regions through your account is terminated.
7.3. Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 7.3(b), all your rights under this Agreement
(ii) you remain responsible for all fees and charges you have incurred through
the Termination Date and are responsible for any fees and charges you incur
during the post-termination period described in Section 7.3(b);
(iii) you will immediately return or, if instructed by us, destroy all AWS
Content in your possession; and
(iv) Sections 4.1, 4.5, 4.6, 5, 7.3, 8 (except the authorization granted to you
in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with
You consent to our right to inform each other service provider responsible for
operating and providing service offerings from Other AWS China Regions of the
termination of this Agreement.
(b) Post-Termination. Unless we terminate your use of the Service Offerings
pursuant to Section 7.2(b), during the 30 days following the Termination Date:
(i) we will not take action to remove from the AWS systems any of Your Content
as a result of the termination; and
(ii) we will allow you to retrieve Your Content from the Services only if you
have paid all amounts due under this Agreement.
For any use of the Services after the Termination Date, the terms of this
Agreement will apply and you will pay the applicable fees at the rates under
Section 5. We will not be obligated to provide the post-termination assistance
described in this Section where: (A) it is prohibited by law or the request of a
governmental or regulatory authority or (B) it may subject us to liability.
8. Proprietary Rights
8.1 Your Content. Except as provided in this Section 8, we
obtain no rights under this Agreement from you (or your licensors) to Your
Content. You consent to our use of Your Content to provide the Service Offerings
to you and any End Users.
8.2 Adequate Rights. You represent and warrant to us that: (a)
you or your licensors own all right, title, and interest in and to Your Content
and Suggestions; (b) you have all rights in Your Content and Suggestions
necessary to grant the rights contemplated by this Agreement; and (c) none of
Your Content or End Users' use of Your Content or the Service Offerings will
violate the Acceptable Use Policy.
8.3 Service Offerings Authorization. We or Amazon or our and
their respective affiliates or our licensors own all right, title, and interest
in and to the Service Offerings, and all related technology and intellectual
property rights. Subject to the terms of this Agreement, you may, on a limited,
revocable, non-exclusive, non-sublicensable, non-transferrable license to do the
following: (a) access and use the Services solely in accordance with this
Agreement; and (b) copy and use the AWS Content solely in connection with your
permitted use of the Services. Except as provided in this Section 8.3, you
obtain no rights under this Agreement from us or Amazon or our and their
respective affiliates or our licensors to the Service Offerings, including any
related intellectual property rights. Some AWS Content and Third-Party Content
may be provided to you under a separate license, such as the Apache License,
Version 2.0, or other open source license. In the event of a conflict between
this Agreement and any separate license, the separate license will prevail with
respect to the AWS Content or Third-Party Content that is the subject of such
8.4 Use Restrictions. Neither you nor any End User will use the
Service Offerings in any manner or for any purpose other than as expressly
permitted by this Agreement. Neither you nor any End User will, or will attempt
to (a) modify, distribute, alter, tamper with, repair, or otherwise create
derivative works of any Content included in the Service Offerings (except to the
extent Content included in the Service Offerings is provided to you under a
separate license that expressly permits the creation of derivative works), (b)
reverse engineer, disassemble, or decompile the Service Offerings or apply any
other process or procedure to derive the source code of any software included in
the Service Offerings (except to the extent applicable law doesn't allow this
restriction), (c) access or use the Service Offerings in a way intended to avoid
incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense
the Service Offerings. You may only use the AWS Marks in accordance with the
Trademark Use Guidelines. You will not misrepresent or embellish the
relationship between us and you (including by expressing or implying that we
support, sponsor, endorse, or contribute to you or your business endeavors). You
will not imply any relationship or affiliation between us and you except as
expressly permitted by this Agreement.
8.5 Suggestions. If you provide any Suggestions to us or our
affiliates, we and our affiliates will be entitled to use and authorize any
third party to use the Suggestions without restriction. You hereby irrevocably
assign to us all right, title, and interest in and to the Suggestions and agree
to provide us any assistance we require to document, perfect, and maintain our
rights in the Suggestions.
9.1. General. You will defend, indemnify, and hold harmless us
and Amazon and each of our and their respective affiliates, licensors,
employees, officers, directors, and representatives from and against any Losses
arising out of or relating to any third-party claim concerning: (a) your or any
End Users' use of the Service Offerings (including any activities under your AWS
account and use by your employees and personnel); (b) breach of this Agreement
or violation of applicable law by you, End Users or Your Content; or (c) a
dispute between you and any End User. You will reimburse us and Amazon and each
of our and their respective affiliates for reasonable attorneys' fees, as well
as our and Amazon's and each of our and their respective affiliates' employees'
and contractors' time and materials spent responding to any third party subpoena
or other compulsory legal order or process associated with third party claims
described in (a) through (c) above at our and Amazon's and each of our and their
respective affiliates' then-current hourly rates.
9.2. Intellectual Property
(a) Subject to the limitations in this Section 9, we will defend you and your
employees, officers, and directors against any third-party claim alleging that
the Services infringe or misappropriate that third party's intellectual property
rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Section 9, you will defend us and Amazon
and each of our and their respective affiliates, employees, officers, and
directors against any third-party claim alleging that any of Your Content
infringes or misappropriates that third party's intellectual property rights,
and will pay the amount of any adverse final judgment or settlement.
(c) Neither party will have obligations or liability under this Section 9.2
arising from infringement by combinations of the Services or Your Content, as
applicable, with any other product, service, software, data, content or method.
In addition, we will have no obligations or liability arising from your or any
End User's use of the Services after we have notified you to discontinue such
use. The remedies provided in this Section 9.2 are the sole and exclusive
remedies for any third-party claims of infringement or misappropriation of
intellectual property rights by the Services or by Your Content.
(d) For any claim covered by Section 9.2(a), we will, at our election, either:
(i) procure the rights to use that portion of the Services alleged to be
infringing; (ii) replace the alleged infringing portion of the Services with a
non-infringing alternative; (iii) modify the alleged infringing portion of the
Services to make it non-infringing; or (iv) terminate the allegedly infringing
portion of the Services or this Agreement.
9.3 Process. The obligations under this Section 9 will apply only if the party
seeking defense or indemnity: (a) gives the other party prompt written notice of
the claim; (b) permits the other party to control the defense and settlement of
the claim; and (c) reasonably cooperates with the other party (at the other
party's expense) in the defense and settlement of the claim. In no event will a
party agree to any settlement of any claim that involves any commitment, other
than the payment of money, without the written consent of the other party.
THE SERVICE OFFERINGS ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY
LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED,
LIMITED OR WAIVED, WE AND AMAZON AND EACH OF OUR AND THEIR RESPECTIVE AFFILIATES
AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE
THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR
EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF
ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR
THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL
COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR
11. Limitations of Liability.
WE AND AMAZON AND EACH OF OUR AND THEIR RESPECTIVE AFFILIATES AND LICENSORS WILL
NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS,
REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF ANY ENTITY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THEY ARE
OTHERWISE FORESEEABLE. FURTHER, NEITHER WE NOR AMAZON OR ANY OF OUR OR THEIR
RESPECTIVE AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION,
REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE
THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS
AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS OR SERVICE OFFERINGS
FROM OTHER AWS CHINA REGIONS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE
SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE
LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION
OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN
CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE
OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION,
DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND AMAZON'S
AND EACH OF OUR AND THEIR RESPECTIVE AFFILIATES' AND LICENSORS' AGGREGATE
LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US
UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12
MONTHS BEFORE THE LIABILITY AROSE. YOU ACKNOWLEDGE AND AGREE THAT WE AND AMAZON
AND EACH OF OUR OR THEIR RESPECTIVE AFFILIATES AND LICENSORS HAVE LIMITED
ABILITY TO FORESEE DAMAGES THAT MAY BE CAUSED BY ANY BREACH BY US OR AMAZON OR
ANY OF OUR OR THEIR RESPECTIVE AFFILIATES OR LICENSORS DUE TO THE VARIETY OF
MANNERS IN WHICH YOU OR YOUR END USERS MAY USE AWS SERVICES, EVEN IF WE MAY HAVE
HAD EXCHANGES WITH YOU ON THE POTENTIAL AND THEORETICAL CONSEQUENCES OF ANY SUCH
BREACH. THEREFORE, YOU AGREE THAT YOU BEAR THE BURDEN TO PROVE ALL ACTUAL,
12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a
revised version on the AWS China Site or by otherwise notifying you in
accordance with Section 13.9; provided, however, that we will provide at least
90 days' advance notice in accordance with Section 13.9 for adverse changes to
any Service Level Agreement. Subject to the 90 day advance notice requirement
with respect to adverse changes to Service Level Agreements, the modified terms
will become effective upon posting or, if we notify you by email, as stated in
the email message. By continuing to use the Service Offerings after the
effective date of any modifications to this Agreement, you agree to be bound by
the modified terms. It is your responsibility to check the AWS China Site
regularly for modifications to this Agreement. We last modified this Agreement
on the date listed at the beginning of this Agreement.
13.1 Assignment. You will not assign or otherwise transfer this
Agreement or any of your rights and obligations under this Agreement, without
our prior written consent. Any assignment or transfer in violation of this
Section 13.1 will be void. You consent to the assignment or transfer of this
Agreement or any of our rights or obligations under this Agreement, to any
successor, assignee or transferee by our providing notice to you in accordance
with Section 13.9. You acknowledge this assignment or transfer takes effect upon
the posting or sending of our notice, or as otherwise stated in the notice.
Subject to the foregoing, this Agreement will be binding upon, and inure to the
benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies
by reference and is the entire agreement between you and us regarding the
subject matter of this Agreement. This Agreement supersedes all prior or
contemporaneous representations, understandings, agreements, or communications
between you and us, whether written or verbal, regarding the subject matter of
this Agreement (but does not supersede prior commitments to purchase Services
such as Amazon EC2 Reserved Instances). We will not be bound by, and
specifically object to, any term, condition or other provision that is different
from or in addition to the provisions of this Agreement (whether or not it would
materially alter this Agreement) including for example, any term, condition or
other provision (a) submitted by you in any order, receipt, acceptance,
confirmation, correspondence or other document, (b) related to any online
registration, response to any Request for Bid, Request for Proposal, Request for
Information, or other questionnaire, or (c) related to any invoicing process
that you submit or require us to complete. If the terms of this document are
inconsistent with the terms contained in any Policy, the terms contained in this
document will control, except that the Service Terms will control over this
13.3 Force Majeure. We and our affiliates will not be liable
for any delay or failure to perform any obligation under this Agreement where
the delay or failure results from any cause beyond our or their reasonable
control, including acts of God, labor disputes or other industrial disturbances,
electrical or power outages, utilities or other telecommunications failures,
earthquake, storms or other elements of nature, blockages, embargoes, riots,
acts or orders of governmental or regulatory authorities (including, without
limitation, the passage of laws or regulations or other acts of regulatory or
governmental authorities that impact the delivery of Services), acts of
terrorism, or war.
13.4 Governing Law; Disputes. This Agreement is governed by the
laws of the People's Republic of China excluding any conflicts of laws rules or
principles. Any dispute relating in any way to the Service Offerings or this
Agreement will be submitted to the China International Economic and Trade
Arbitration Commission for arbitration in Beijing, which shall be conducted in
accordance with the Commission's arbitration rules in effect at the time of
applying for arbitration. The arbitral award is final and binding upon both
parties. The number of arbitrators shall be three.
13.5 Import and Export Compliance. In connection with this
Agreement, each party will comply with all applicable import, re-import,
sanctions, anti-boycott, export, and re-export control laws and regulations. For
clarity, you are solely responsible for compliance related to the manner in
which you choose to use the Service Offerings, including your transfer and
processing of Your Content and the provision of Your Content to End Users.
13.6 Independent Contractors; Non-Exclusive Rights. We and you
are independent contractors, and this Agreement will not be construed to create
a partnership, joint venture, agency, or employment relationship. Neither party,
nor any of their respective affiliates, is an agent of the other for any purpose
or has the authority to bind the other. Both parties reserve the right (a) to
develop or have developed for it products, services, concepts, systems, or
techniques that are similar to or compete with the products, services, concepts,
systems, or techniques developed or contemplated by the other party, and (b) to
assist third party developers or systems integrators who may offer products or
services which compete with the other party's products or services.
13.7 Language. All communications and notices to be made or
given pursuant to this Agreement must be in the Chinese language. If we provide
a translation of the Chinese language version of this Agreement, the Chinese
language version of the Agreement will control if there is any conflict.
13.8 Confidentiality and Publicity. You may use AWS
Confidential Information only in connection with your use of the Service
Offerings as permitted under this Agreement. You will not disclose AWS
Confidential Information during the Term or at any time during the 5 year period
following the end of the Term. You will take all reasonable measures to avoid
disclosure, dissemination or unauthorized use of AWS Confidential Information,
including, at a minimum, those measures you take to protect your own
confidential information of a similar nature. You will not issue any press
release or make any other public communication with respect to this Agreement or
your use of the Service Offerings.
(a) To You. We may provide any notice to you under this Agreement by: (i)
posting a notice on the AWS China Site; or (ii) sending a message to the email
address then associated with your account. Notices we provide by posting on the
AWS China Site will be effective upon posting and notices we provide by email
will be effective when we send the email. It is your responsibility to keep your
email address current. You will be deemed to have received any email sent to the
email address then associated with your account when we send the email, whether
or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact us by
personal delivery, overnight courier or registered or certified mail to 2nd
Floor, West Building of Finance Bureau, No. 55 Qingfeng Road, New District,
Shapotou District, Zhongwei 755000, Ningxia Hui Autonomous Region, P.R. China,
Ningxia Western Cloud Data Technology Co., Ltd. We may update the address for
notices to us by posting a notice on the AWS China Site. Notices provided by
personal delivery will be effective immediately. Notices provided by overnight
courier will be effective one business day after they are sent. Notices provided
registered or certified mail will be effective three business days after they
13.10 No Third Party Beneficiaries. Except as provided in
Section 9 or as otherwise explicitly provided in this Agreement, this Agreement
does not create any third party beneficiary rights in any individual or entity
that is not a party to this Agreement.
13.11 No Waivers. The failure by us to enforce any provision of
this Agreement will not constitute a present or future waiver of such provision
nor limit our right to enforce such provision at a later time. All waivers by us
must be in writing to be effective.
13.12 Severability. If any portion of this Agreement is held to
be invalid or unenforceable, the remaining portions of this Agreement will
remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect and intent of the original portion. If such construction
is not possible, the invalid or unenforceable portion will be severed from this
Agreement but the rest of the Agreement will remain in full force and effect.
"Acceptable Use Policy" means the policy located at
http://www.amazonaws.cn/en/aup/ningxia (and any successor or related locations
designated by us), as it may be updated by us from time to time.
"Account Information" means information about you that you
provide to us in connection with the creation or administration of your AWS
account. For example, Account Information includes names, usernames, phone
numbers, email addresses and billing information associated with your AWS
"API" means an application program interface.
"AWS China Network" means the data center facilities, servers,
networking equipment, and host software systems (e.g., virtual firewalls) that
are physically located in China within our control and used to provide the
"AWS China Site" means http://amazonaws.cn (and any successor
or related site designated by us), as may be updated by us from time to time.
"AWS Confidential Information" means all nonpublic information
disclosed by us or Amazon or our or their respective affiliates, business
partners, or our or their respective employees, contractors or agents that is
designated as confidential or that, given the nature of the information or
circumstances surrounding its disclosure, reasonably should be understood to be
confidential. AWS Confidential Information includes: (a) nonpublic information
relating to our or Amazon's or our or their affiliates or business partners'
technology, customers, business plans, promotional and marketing activities,
finances and other business affairs; (b) third-party information that we are
obligated to keep confidential; and (c) the nature, content and existence of any
discussions or negotiations between you and us or our affiliates. AWS
Confidential Information does not include any information that: (i) is or
becomes publicly available without breach of this Agreement; (ii) can be shown
by documentation to have been known to you at the time of your receipt from us;
(iii) is received from a third party who did not acquire or disclose the same by
a wrongful or tortious act; or (iv) can be shown by documentation to have been
independently developed by you without reference to the AWS Confidential
"AWS Content" means Content made available in connection with
the Services or on the AWS China Site to allow access to and use of the
Services, including APIs; WSDLs; Documentation; sample code; software libraries;
command line tools; proofs of concept; templates; and other related technology
(including any of the foregoing that are provided by our personnel). AWS Content
does not include the Services or Third-Party Content.
"AWS Marks" means any trademarks, service marks, service or
trade names, logos, and other designations that we or Amazon may make available
to you in connection with this Agreement.
"China" means the People's Republic of China. For purposes of
this Agreement, the Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan are excluded.
"China Compliance Procedures" means any compliance procedures
mandated under applicable law in China for the Service Offerings. Such
procedures may be modified in our sole discretion in accordance with applicable
"Content" means software (including machine images), data,
text, audio, video or images.
"Documentation" means the user guides and admin guides (in each
case exclusive of content referenced via hyperlink) for the Services located at
http://www.amazonaws.cn/en/documentation/ (and any successor or related
locations designated by us), as such user guides and admin guides may be updated
by us from time to time.
"End User" means any individual or entity that directly or
indirectly through another user: (a) accesses or uses Your Content; or (b)
otherwise accesses or uses the Service Offerings under your account. The term
"End User" does not include individuals or entities when they are accessing or
using the Services or any Content under their own AWS account, rather than under
"Losses" means any claims, damages, losses, liabilities, costs,
and expenses (including reasonable attorneys' fees).
Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions
described in the AWS Content and on the AWS China Site, and any other policy or
terms referenced in or incorporated into this Agreement, but does not include
whitepapers or other marketing materials referenced on the AWS China Site.
any successor or related locations designated by us), as it may be updated by us
from time to time.
"Prohibited Content" has the meaning given to such term in the
Acceptable Use Policy, as it may be updated by us from time to time.
"Service" means each of the services made available by us or
our affiliates, including those web services described in the Service Terms.
Services do not include Third-Party Content.
"Service Level Agreement" means all service level agreements
that we offer with respect to the Services and post on the AWS China Site, as
they may be updated by us from time to time. The service level agreements we
offer with respect to the Services are located at http://www.amazonaws.cn/en/sla/ (and
any successor or related locations designated by us), as may be updated by us
from time to time.
"Service Offerings" means the Services (including associated
APIs), the AWS Content, the AWS Marks, and any other product or service provided
by us under this Agreement. Service Offerings do not include Third Party
"Service Terms" means the rights and restrictions for
particular Services located at http://www.amazonaws.cn/en/serviceterms/ningxia (and
any successor or related locations designated by us), as may be updated by us
from time to time.
http://www.amazonaws.cn/en/terms/ (and any successor or related locations
designated by us), as may be updated by us from time to time.
"Suggestions" means all suggested improvements to the Service
Offerings that you provide to us.
"Term" means the term of this Agreement described in Section
"Termination Date" means the effective date of termination
provided in accordance with Section 7, in a notice from one party to the other.
"Third Party Content" means Content made available to you by
any third party on the AWS China Site or in conjunction with the Services.
"Trademark Use Guidelines" means the guidelines and trademark
license located at http://www.amazonaws.cn/en/trademark-guidelines/ (and
any successor or related locations designated by us), as may be updated by us
from time to time.
"Your Content" means Content that you or any End User transfers
to us for processing, storage or hosting by the Services in connection with your
AWS account and any computational results that you or any End User derive from
the foregoing through their use of the Services. For example, Your Content
includes Content that you or any End User stores in Amazon Simple Storage
Service. Your Content does not include Account Information.