Baidu AI Cloud International Terms of Use

Please read the following terms and conditions carefully.

This Baidu AI Cloud International Terms of Use (hereinafter referred to as "this Agreement") includes its country-specific annexes and additional terms, which will be published on relevant platforms from time to time. This Agreement explicitly specifies the terms and conditions governing your access to and use of Baidu AI Cloud International (URL: intl.cloud.baidu.com) and Baidu AI Cloud International Cloud Marketplace (collectively referred to as "Baidu AI Cloud International").

This Agreement constitutes a legally binding agreement between you as a user of Baidu AI Cloud International (hereinafter referred to as "you" or "your") and the relevant Baidu AI Cloud International entity (namely Baidu Holdings Limited, hereinafter referred to as "we" or "Baidu AI Cloud").

Registered users of Baidu AI Cloud International, including you and other registrants, are collectively referred to as "users" in the following text. Using Baidu AI Cloud International, and related services or products means you acknowledge that you have read, understood, and agreed to be bound by this Agreement.

1. Applicability of This Agreement

1.1 When using Baidu AI Cloud International (hereinafter referred to as "International service") and its accompanying products and services (hereinafter referred to as "product services") (collectively referred to as the "service"), you must comply with the terms and conditions outlined in this document and the following agreements:

• a) Baidu AI Cloud International User Service Agreement;
• b) Baidu AI Cloud International Product and Service Terms;
• c) Baidu AI Cloud International Privacy Policy;
• d) Any other website or service rules and policies adopted and published by Baidu AI Cloud International from time to time.

1.2 Accessing Baidu AI Cloud International or using the service means you agree to accept and be bound by this Agreement. If you do not agree to or accept all agreements, do not use the service. You acknowledge and agree that Baidu AI Cloud may modify any agreement at any time by posting revised terms on Baidu AI Cloud International. Unless otherwise stated by Baidu AI Cloud, material changes to this Agreement and any appendices thereto will take effect upon publication. Your continued use of the Services shall be deemed as your agreement to be bound by the revised Agreement.

1.3 You may need to enter separate agreements or accept additional terms and conditions (online or offline) ("supplementary agreements") with Baidu AI Cloud, its affiliates, or third parties regarding the service or any ancillary services of Baidu AI Cloud International. If any conflict or inconsistency occurs between these terms and the supplementary agreements, the latter shall prevail over the former solely concerning the portion of the services governed by the conflicting supplementary agreements. 1.4 Baidu AI Cloud has the right to transfer and/or update any part or all of these terms (including any rights, ownership, interests, obligations, and responsibilities under these terms and this Agreement) to any individual or entity (including any affiliate of Baidu AI Cloud). Baidu AI Cloud may require updates to these terms or any part thereof by issuing written notification to you (which may be published on Baidu AI Cloud International), and you may hereby irrevocably agree to and accept any such updates. At that time, Baidu AI Cloud shall be relieved of its obligations under this Agreement.

1.5 You shall not assign this Agreement in whole or in part to any individual or entity.

2. Service Provision

2.1 You must complete the membership registration on Baidu AI Cloud International and become an official member before gaining access to and using the product services.

2.2 If Baidu AI Cloud determines that you have violated this Agreement, Baidu AI Cloud reserves the right to impose restrictions, suspensions, or terminations to prevent your access to or use of Baidu AI Cloud International, or to restrict, suspend, or terminate your access to or use of certain services (or any features within the services).

2.3 The Service (or any feature therein) may vary by region and Country/Region. Baidu AI Cloud does not guarantee or proclaim that any specific service and its features or functionalities, or services of the same type and scope with their features and functionalities, will be available in all countries/regions or to all users. Baidu AI Cloud reserves the right, at its sole discretion, to restrict, deny, or set different levels of access and permission for different Users to access and use any Service (or any feature therein).

2.4 Certain products, services, marketing activities, service level agreements, warranties, and/or other forms of benefits may only be available to selected customers in specific regions. As the terms and conditions of each product may vary, you are responsible for carefully reading and understanding the terms and conditions of each regional product and Baidu AI Cloud product before agreeing to participate in, purchase, or use any such product. If you do not agree to the applicable terms and conditions, you shall cease participating in, using, or purchasing the relevant products.

3. Compliance in Using the Services

3.1 As a condition of your access to and use of the Service, you agree to comply with any and all applicable laws and regulations and refrain from engaging in fraudulent or deceptive conduct when using the Service.

3.2 For the content provided by the service, you agree not to:

(a) Copy, reprint, download, republish, sell, distribute, or resell any service or any information, text, images, graphics, video clips, sounds, directories, files, databases, or lists (the "content") provided by the service;

(b) Copy, reprint, download, compile, or otherwise use any content for business operations competing with Baidu AI Cloud or otherwise commercially exploiting the content, without limiting the generality of the foregoing clause. Without written permission from Baidu AI Cloud, you are prohibited from systematically obtaining content from the Baidu AI Cloud service, whether directly or indirectly, to create or compile any collection, compilation, database, or directory (using robots, spiders, automated tools, or manual methods); or

(c) Upload, post, offer, use, encourage, promote, facilitate the use of, or submit or copy, reprint, download, or compile any of the following contents or materials;

(i) Defamatory, obscene, abusive, privacy-infringing, or offensive content, including but not limited to content related to child pornography, bestiality, or other types of illegal sexual content;

(ii) Information obtained from or through the service for any purpose not expressly permitted by these terms or supplementary agreements; or

(iii) Infringe or misappropriate the intellectual property rights (as defined below) or proprietary rights of Baidu AI Cloud or others related to your use of the service.

3.3 You agree that you will not:

(a) Take any action that compromises the integrity of computer or communication systems, networks, software applications, or network and computing devices related to the service and/or any other user, or gain unauthorized access to any system;

(b) Monitor any data or traffic on any system without explicit permission from Baidu AI Cloud;

(c) Probe, test, or scan for vulnerabilities in any system, or breach any security or certification measures related thereto;

(d) Forge your originals, including falsifying TCP-IP packet headers, email headers, or any part of a message describing its origin or routing; or

(e) Engage in any other act that Baidu AI Cloud deems may compromise the security of the system.

3.4 You agree that you will not:

(a) Conduct any monitoring or scraping of any system;

(b) Engage in any denial-of-service (DoS) attacks, distributed denial-of-service (DDoS) attacks, or any other form of network attack;

(c) Engage in any activity that may disrupt normal system operations, including mail/news bombing, broadcast attacks, flooding attacks, and any other related network interference techniques;

(d) Operate any network services, such as open proxies, open mail relays, open recursive domain name servers, etc.; or

(e) Engage in any other conduct that Baidu AI Cloud deems to constitute network abuse.

3.5 You agree that you will not distribute, send, or facilitate the sending of any unsolicited commercial electronic messages, engage in any spamming activities that violate laws and regulations of relevant jurisdictions, or otherwise take any actions that Baidu AI Cloud considers to be an abuse of promotional and marketing information.

3.6 You acknowledge and agree that by disclosing and/or submitting any information to us, you warrant that you have all rights, legal capacity, and permission to disclose and/or submit such information, and that the use of such information under these terms of use will not expose us to any claims, liabilities, or lawsuits.

3.7 In addition to the provisions regarding personal data in the privacy policy, you also agree to the following terms concerning any data or information (excluding personal data) provided to us for processing, storage, managing, or any other purpose related to your purchase and use of our services:

(a) Except as provided below, the information you provide to us will be transmitted to, stored, and processed in the country/region where our, our affiliates', or our subcontractors' service facilities are maintained. The above-mentioned "country/region" may differ from your jurisdiction, and thus such information may need to be transferred to overseas jurisdictions.

(b) You acknowledge and agree that any such overseas transmission or processing of information is necessary for handling and managing your customer accounts and providing the service. You further agree and permit Baidu AI Cloud to process such information on your behalf per this Agreement and/or other Baidu AI Cloud agreements, and you authorize us to transmit such information to any such country/region for storing and processing to gain access to our services.

(c) You acknowledge and agree that information related to your payment instrument (e.g., credit card), including details about your payment instrument organization, the last few digits of your payment instrument number, security code, and expiration date, will be transmitted directly to and stored/processed by our third-party payment service provider to facilitate your payment transactions. We generally do not store any such information.

(d) For any other information you provide to us or we collect, including information provided during registration, records of your activities, and voluntarily provided information, you acknowledge and agree that we may, at our commercial discretion, store and/or transfer such information to any of our affiliates, including those located in other countries.

(e) We will not disclose such information beyond us, our affiliates, or our third-party service providers unless: i) you request us to do so; ii) your end users have consented to our doing so; iii) as stipulated in this Agreement or under any agreement reached between you and us; or iv) as required by applicable laws, legal processes, or legitimate government requests to ensure compliance, or in response to any claims or potential claims against us or our shareholders, subsidiaries, or affiliates.

3.8 You further acknowledge and agree that any information you provide to Baidu AI Cloud forums (e.g., our discussion forums and responses to FAQs) shall be subject to this Agreement.

4. User Violations

4.1 Baidu AI Cloud reserves the right to delete, modify, or reject any content you submit, publish, or display on Baidu AI Cloud International at its sole discretion. Should Baidu AI Cloud unilaterally determine that such content is unlawful, violates agreement provisions, or may subject Baidu AI Cloud and its affiliates to liability, it reserves the right to exercise this authority.

4.2 In cases of the aforementioned content violations, Baidu AI Cloud reserves the right to take enforcement measures it deems appropriate at its sole discretion. These measures include but are not limited to:

• Issue a written warning to you regarding the violation.
• Delete any user content you submitted or posted to Baidu AI Cloud International or service-related features/functions to eliminate the impact of violations.
• Recover losses or other monetary compensation from you due to violations to offset economic losses incurred by Baidu AI Cloud and its affiliates.
• Suspend or terminate your Baidu AI Cloud membership account, and restrict your eligibility to use Baidu AI Cloud International and related services.

• Suspend your subscription to any service, thereby preventing you from continuing to access relevant services.

  4.3 In addition to the above measures, Baidu AI Cloud reserves the right to restrict, reject, or prohibit your future use of any other services provided by Baidu AI Cloud to prevent similar violations from recurring and to safeguard the legitimate rights and interests of Baidu AI Cloud and its affiliates.

5. Limitation of Liability

5.1 To the maximum extent permitted by applicable law, the service is provided "as is" and "available". Baidu AI Cloud hereby expressly disclaims any express or implied warranties, which include but are not limited to:

• Baidu AI Cloud makes no representations or warranties regarding the following matters: any warranties concerning the status, quality, durability, performance, accuracy, reliability, merchantability/applicability for a particular purpose, and non-infringement of the service; as well as any warranties that the service will be uninterrupted, error-free, free from harmful components, secure, or will not result in functional or data corruption or loss.
• To the maximum extent permitted by applicable law, Baidu AI Cloud makes no representations or warranties regarding the validity, accuracy, correctness, reliability, quality, stability, completeness, or timeliness of any information provided by the service.
• Baidu AI Cloud does not represent or warrant that the manufacture, import, export, distribution, provision, display, purchase, sale, and/or use of products or services offered or displayed through the service will not infringe any third-party rights.
• Baidu AI Cloud makes no representations or warranties of any kind regarding any products or services provided or displayed by the service.
• Any materials downloaded or otherwise obtained through the service are done at your own discretion and risk. You shall bear full responsibility for any system damage or data loss resulting from downloading such materials.
• Any advice or information obtained from Baidu AI Cloud or through/from service, whether oral or written, does not create any warranty not expressly stated herein.

• Except for any warranties, representations, conditions, and commitments expressly stipulated by Baidu AI Cloud in this Agreement, to the maximum extent permitted by applicable law, Baidu AI Cloud excludes all other express or implied warranties, representations, conditions, and commitments.

  5.2 User Indemnification Obligations and Scope of Liability Exemptions:

You hereby agree to indemnify and hold harmless Baidu AI Cloud and its respective affiliates, directors, officers, and employees from all losses, claims, and liabilities arising from your use of the service (including but not limited to displaying your information on Baidu AI Cloud International, or submitting unlawful materials to the International or any affiliated features of the service) or your breach of any terms. You hereby further agree to indemnify Baidu AI Cloud against all losses, damages, claims, and liabilities (including full legal costs) arising directly or indirectly from any claims made by third-party claimants or other third parties regarding products you display on Baidu AI Cloud International. You hereby further agree that Baidu AI Cloud shall not be liable for any materials posted or submitted by others, including defamatory, offensive, or illegal materials. Baidu AI Cloud reserves the right to exclusively defend and control any matters for which you are liable to indemnify. In such cases, you shall cooperate with Baidu AI Cloud in asserting any available defenses and indemnify Baidu AI Cloud for reasonable legal fees incurred thereby. To the maximum extent permitted by applicable law, Baidu AI Cloud shall not be liable for any special, direct, indirect, punitive, incidental, or consequential damages or any damages (including but not limited to loss of profits or savings, business interruption, or loss of information), whether arising from contract, negligence, tort, or otherwise, or any other damages caused by any of the following:

(a) Your use or inability to use the service;

(b) Any defects in goods, samples, data, information, or services purchased or obtained from you or any other third party through the service;

(c) You infringe upon the rights of any third party, or any third party makes a claim against you, and such claimant is entitled to defend against or obtain compensation for any claims, demands, or assertions made by such third-party claimant;

(d) Unauthorized access to your data or personal information by third parties;

(e) Your statements or actions; or

(f) Any matter related to the service, however arising.

Notwithstanding any foregoing provisions, unless otherwise stipulated in the terms and conditions of the relevant service or service level agreement, the aggregate liability of Baidu AI Cloud and its respective employees, agents, affiliates, representatives, or any person acting on their behalf for all claims arising from or related to the service or the use or inability to use the service during any calendar year shall be limited to the highest of: (a) the amount you paid to Baidu AI Cloud or its affiliates for the service during that calendar year; (b) USD 100; or (c) the amount specified in the relevant SLA associated with your use of the specific service. The preceding sentence does not preclude your requirement to prove actual losses. All claims against Baidu AI Cloud regarding any matter described in this section must be filed within one (1) year from the date of the cause of action.

6. Intellectual Property Rights

6.1 Baidu AI Cloud is the sole owner or lawful licensee of all rights and interests in Baidu AI Cloud International and its content. All property rights, ownership, and intellectual property rights of Baidu AI Cloud International shall belong to Baidu AI Cloud, its affiliates, or the licensors of Baidu AI Cloud's content, as applicable. All rights not expressly stated in this Agreement or by Baidu AI Cloud are hereby reserved.

6.2 The "Intellectual Property" refers to:

(a) All rights, titles, and interests in all intellectual property rights, including all copyrights, patents, trademarks, service marks, logos, trade dress, trade names, internet domain names, design rights, computer software rights, database rights, semiconductor topography rights, utility models, and know-how rights, whether registrable or not, in addition to any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, on all platforms and media (whether now known or hereafter invented);

(b) All rights obtained through licenses, consents, commands, regulations, or other means related to any rights described in clause (a) above;

(c) All rights that have the same or similar effect or nature as those described in clauses (a) and (b), whether currently existing or possibly arising in the future;

(d) All rights to income, royalties, damages, claims, and payments now or hereafter due or payable; and

(e) All rights to take legal action against past or future infringements of any of the above rights under the law.

7. Copyright Infringement Claims

7.1 If you believe that your work has been copied in a manner that constitutes copyright infringement, you may submit an infringement notification to Baidu AI Cloud in accordance with Article 88C of the "Copyright Ordinance", and provide complete and detailed information to Baidu AI Cloud's designated representative as follows:

Address: Suite 301 - 302, 3/F, Great Eagle Centre, 23 Harbour Road, Wan Chai,

Hong Kong

Email: cloud-support@baidu.com

7.2 You expressly agree that you shall not initiate any legal action against Baidu AI Cloud regarding any infringement materials, nor exercise any legal remedies you may be entitled to, unless you have previously submitted a legal infringement notification to Baidu AI Cloud and provided us sufficient time to remove the infringement materials, while we either refuse to remove them after receiving the notification or fail to complete the removal within a reasonable timeframe.

7.3 Upon receiving a legal infringement notification, Baidu AI Cloud will take it seriously and handle each notification appropriately. We will evaluate the specific nature of the alleged infringement mentioned in the notification and may take further measures to address the situation.

7.4 If Baidu AI Cloud removes infringement materials based on the notification issued by you, you hereby undertake that you will not exercise and expressly waive any right to sue us under applicable law for the removal of any infringement materials previously existing on our services.

8. Force Majeure

Unless otherwise stipulated in the terms and conditions of the relevant service, under no circumstances shall Baidu AI Cloud be liable for any delays, failures, or interruptions in content or service caused directly or indirectly by natural events, forces, or reasons beyond our reasonable control, including but not limited to internet failures, computer malfunctions, computer viruses, cyberattacks, telecommunications or other equipment failures, power outages, epidemics, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, wars, government actions, orders from domestic or foreign courts or tribunals, or non-performance by third parties.

9. General Provisions

9.1 This Agreement (including other agreements referenced in Section 1.1 of this Agreement, if applicable) constitutes the entire agreement between you and Baidu AI Cloud regarding the use of the service, and governs the relevant services. Any prior written or oral agreements concerning the same subject are hereby superseded by this Agreement.

9.2 You and Baidu AI Cloud are independent contractors under this Agreement. The purpose of this Agreement is not to establish any form of legal relationship, such as agency, partnership, joint venture, employer-employee, or franchisor-franchisee.

9.3 If any provision of this Agreement is deemed invalid or unenforceable by a court or tribunal of competent jurisdiction, such determination shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.

9.4 If Baidu AI Cloud fails to exercise any right under this Agreement or does not take action against any breach by you, this shall not be construed as a waiver of such right by Baidu AI Cloud, nor shall it preclude Baidu AI Cloud from taking action against subsequent or similar breaches.

9.5 Without our prior written consent, you may not delegate, transfer, sublicense, or subcontract any rights and/or obligations under this Agreement to any third party.

9.6 You are responsible for taking or causing relevant parties to take all necessary further actions, executing related contracts, handling relevant matters, and providing pertinent documents to ensure the smooth effectiveness of this Agreement.

10. Governing Law and Dispute Resolution

These terms are governed by the laws of Hong Kong, China, without regard to its conflict of law provisions. The parties to these terms hereby submit to the exclusive jurisdiction of the Courts of Hong Kong, China.

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