Update date: 5/10/2019

These Terms of Service is an effective contract signed by and between Beijing Baidu Netcom Science and Technology Co., Ltd. (hereinafter referred to as “the Company”), the operator of Baidu AI Cloud website (namely cloud.baidu.com, hereinafter referred to as “Baidu AI Cloud”), and the user (hereinafter referred to as “You”). It is applicable to the RDS (Relational Database Service, hereinafter referred to as “this Product”) service of Baidu AI Cloud and is binding upon the parties hereto.

1. General provisions

1.1 You confirm: Before the use of this service, you have fully read, understood, and accept all contents of this Terms of Service. Your decision to use the RDS service signifies you have agreed on all provisions in this Terms of Service. Concerning the contents of this Terms of Service, Baidu AI Cloud might keep on publishing the related agreements, business rules, and confidentiality agreements about the service provided. However, upon being officially published, the said contents constitute an indispensable part of this Terms of Service you shall observe as well. 1.2 Under this Terms of Service Baidu AI Cloud may send you notifications via webpage bulletin, InMail, Email, mobile SMS, and other means. On the day when they are sent, notifications of this kind will be deemed to have been received by you. 1.3 You agree that: Baidu AI Cloud is entitled to unilateral change to this Terms of Service and related service rules and has the right to make public the changes via message push and webpage bulletin, etc., without further notifying you. If you continue the use of this product after receiving the message or notice on change of this Terms of Service and related service rules, it deems you have fully read, understood, and accepted the changed agreement, and will observe the changed agreement in the use of this product. If you disagree on the change to this Terms of Service and related rules, you should stop the use of this service in no time.

2. Service contents

2.1 Service in this Terms of Service: refers to the RDS service and related technical network support services that are provided by Baidu AI Cloud and displayed at cloud.baidu.com. 2.2 Service fee: according to the service type you choose, service price is listed and made public on the purchase page for your payment. 2.3 You agree that if your use of this product is in violation of these Terms of Service, Baidu AI Cloud has the right to make independent judgments when finding your beach of this Terms of Service via notification and tip-off. What’s more, Baidu AI Cloud has the right to stop providing you with partial or entire Cloud Database service in no time. If you disseminate or spread reactionary information, pornographic information, or other information against national laws & regulations, codes stored in Cloud Database are likely used as evidence for your offense against the laws. If the said conducts you commit to bringing about claims for indemnity from any third party, or any damage/loss incurred therein, you shall assume all responsibilities on your own. In case of any loss incurred by Baidu AI Cloud, Baidu AI Cloud reserves the rights of claiming for indemnity against you. Upon finding via different means (like notification and tip-off) that you have violated any provision of this Terms of Service in use of Cloud Database service, Baidu AI Cloud has the right to oblige you to make corrections or directly take necessary actions on the part of Baidu AI Cloud, for abating the influence resulting from your improper conducts.

3. The user’s rights and obligations

3.1 You agree to observe this Terms of Service and related management specifications and flows on the service display image. 3.2 You shall make sure that you will not do harm to or disturb other customers on this website and Baidu AI Cloud via technical or other means. 3.3 You should pay corresponding service fee according to page prompt of Baidu AI Cloud and provisions of this Terms of Service. 3.4 You shall make sure that in use of the service, you will observe national/local laws & regulations, industry practices, and social public moralities, instead of using services from the Company to store, publish or disseminate the following information and contents: (1) Any contents (information) in breach of national laws, regulations, and policies; (2) Political propagandas and/or news information in breach of national regulations; information in relation to national secrets and/or security; (3) Feudal superstition and/or obscene, pornographic, and vulgar information, or information on abetting others to commit a crime; (4) Lottery with prize and games of gambling; (5) Information in violation of national, ethnic, and religious policies; (6) Information hampering Internet operation security; (7) Information that jeopardizes others’ legal rights, and/or information or contents that harm social order, public security, and public moralities. 3.5 You shall promise that you will not provide any conveniences for those who publish the said information and contents in breach of national regulations and/or this Terms of Service, and these conveniences include but are not limited to setting URL/BANNER and sending the email, etc. You shall admit that the Company has the right to stop providing you with the service and give you no refund if you violate the said provisions. If the said conducts you commit to bringing about the loss to the Company, you shall indemnify the Company for the loss. 3.6 If you violate this Terms of Service, the Company is entitled to stop providing you with any further services. 3.7 You shall spontaneously take reasonable and secure technical measures when you use the information (like various types of data), which is stored in the Baidu AI Cloud Database during the use of the service, for other purposes beyond the service, in order to ensure its security and integrality. Also, you shall bear all responsibilities for outcomes resulting from your conducts (including but not limited to arrears, installation of software without approval, and adoption of encryption measures or other security measures, etc.). 3.8. In use of this Product, you shall observe requirements specified in this Terms of Service and by Baidu AI Cloud, and refrain from using the service to engage in the following conducts (including but not limited the items below), or to provide convenience for the following conducts (including but not limited to the items below): (1) Illegal Internet conducts like the lottery, games of gambling, “Private Server”, and “Plug-ins”, etc. (2) Publish, transmit, and disseminate Email advertisements and SPAMs; (3) Publish, transmit, and disseminate unwelcome or unsolicited email, E-advertisements, or Emails involving reactionary, pornographic and other harmful information; (4) Use this Product as disk space for lease; (5) Any behavior of destroying or attempting to destroy network security, including but not limited to malicious scanning of other websites and servers, illegal intrusion into systems, illegal acquisition of data, etc. by means of viruses, Trojan horses, malicious codes, phishing, etc.; (6) Behaviors of making any changes or attempting to change the system configuration provided by this service or damaging the system security; (7) Your intention to massive occupancy of or your program or process’s massive occupancy of the server memory, CPU, or bandwidth resources on the platform composed of cloud computing resources (like cloud server, bandwidth, and storage space); subsequent serious and unreasonable load on servers, networks, and products/applications of other users of Baidu AI Cloud, and the influence on normal connection among Baidu AI Cloud, the Internet, specific networks, and the inside; or downtime/shutdown of Baidu AI Cloud’s products and services or other users’ services, or access unavailability of the users’ products/applications, etc. (8) Disrupt or disturb the operation of the Service or use of the Service by others via technical or other means; (9) Interference to or in an attempt to the normal operation of any Baidu product or any part/feature, or make, publish or disseminate the said tools and methods, etc.; (10) Any conduct likely in breach of honesty and credibility, public order and good morals, and public moralities; (11) If your engagement in any business leads to frequent attacks (including but not limited DDoS attack) to you, but you fail to duly correct your conduct or fail to eliminate the influence according to requirements of Baidu, which in turn brings threat to current service platform or other users of the service, this Product will be compulsorily terminated, and the account will be frozen as soon as the said conducts are found. (12) Any conduct in breach of laws/regulations/rules of the P. R. C. currently in force, including but not limited to:

• Conduct that goes against basic principles of the Constitution;
• Conduct that jeopardizes the national security leaks national secrets, overthrows the state power, and undermines national unity;
• Conduct that does harm to national reputation and interest;
• Conduct that incites ethnic hatred/discrimination, and undermines ethnic solidarity;
• Conduct that undermines national policies on religion, and disseminates heresies and feudal superstition;
• Conduct that spreads rumor, disturbs the social order, and undermines social stability;
• Conduct that disseminates obscenity, pornography, gambling, violence, homicide, and terrorism, or abets others to commit a crime;
• Conduct that insults or defames others and jeopardizes others’ legal rights.

4. Baidu AI Cloud’s rights and obligations

4.1. In case you infringe national laws/regulations currently in force or violate this Terms of Service, Baidu AI Cloud reserves the right of unilateral termination to the service and has the right to assist the superior competent authority in investigating you. Under no circumstances will Baidu AI Cloud bear the responsibility of indemnity for any indirect, accidental, special, and consequential damages. 4.2. During the term of validity of the Service, Baidu AI Cloud will provide you with 7x24h after-sales services. 4.3 In case the service relates to Baidu AI Cloud database RDS, Baidu AI Cloud is only responsible for the underlying sections below the database system and the operation and maintenance (OPS) to software provided by Baidu AI Cloud (namely, RDS’s related technical architecture and operating system, etc.). You shall take charge of the applications above the database on your own. 4.4. Baidu AI Cloud reserves the right to destroy the resources thoroughly if your arrears in resources exceed a given number of days (see product documentation for detailed rules). Once being destroyed thoroughly, the resources are not recoverable. Likewise, once being deleted, your business data cannot be recovered. And you should independently bear the aftermaths and responsibilities resulting from data deletion. You understand and agree that Baidu AI Cloud has no obligation to continue reserving, exporting, or returning your business data. 4.5 You shall keep your website’s access log records (including published information & contents and publishing time, Internet address (IP), and domain name, etc.) according to provisions of the Measures for the Administration on Internet Information Services, and the Regulations on Management of Internet Electronic Bulletin Service, for records of this kind must be provided when being investigated by competent national authorities according to laws. You shall independently bear all responsibilities resulting from your failure to keep related records according to provisions. 4.6 In this Terms of Service, the current server of the Cloud Database is owned by Baidu AI Cloud, which provides you with website console and carries out daily website maintenance. 4.7. Baidu AI Cloud is ready to assist you in performing daily data backup, and it supports automated backup and manual backup. In spite of this, Baidu AI Cloud does not guarantee full backup of the data on your database, so you are advised to spontaneously back up related data on your database and check the data completeness. You fully understand that backup to your data is not the obligation of Baidu AI Cloud, and Baidu AI Cloud does not bear any responsibility for backup of data at your website. 4.8. Baidu AI Cloud will organize training and technical consultations on an irregular basis, helping you learn about the Cloud Database Service. 4.9. Baidu AI Cloud helps remove the failures resulting from non-human actions, other than your faults and/or force majeure, and matters beyond the control of Baidu AI Cloud. 4.10. You understand and agree that Baidu AI Cloud will upgrade your Cloud Database product free of charge or migrate the data center for the host if necessary, during which there might be a temporary shutdown, but Baidu AI Cloud will inform you within 24 hours ahead of the said actions. With respect to the influences (like service downtime) by the said actions, Baidu will indemnify you for the time length under the influence according to the indemnity standard. In case you disagree on Baidu AI Cloud’s database upgrading and/or data center migration, you may take the initiative to apply for termination of this Terms of Service after receiving the notification from Baidu AI Cloud. In this case, service duration and fee will be calculated according to the actual service months (If less than one month, it is deemed as one month full), Baidu AI Cloud will give you refund according to the refund process posted on Baidu AI Cloud website, and the refund is the remaining service fee from your total payment. 4.11. The service might adopt third party software or technologies. If so, Baidu AI Cloud assures you of its success in being lawfully licensed. In addition, Baidu AI Cloud will show you relevant agreements and other documents as per related regulations or provisions. The said agreements and other documents shown in various forms constitute an indispensable part of and have the same legal effect as this Terms of Service, thus you shall observe these requirements, or you will bear corresponding responsibilities. 4.12 You shall make sure that the submitted Baidu AI Cloud materials, use of Baidu AI Cloud Service, and achievements arising from the use of Baidu AI Cloud Service do not infringe upon the legal rights of any third party. In case the third party lodges a claim/lawsuit against, or likely lodges a lawsuit against Baidu AI Cloud for reasons like infringement upon copyrights/the third party’s rights, and violation of Chinese laws/regulations or other applicable laws, etc., you shall indemnify Baidu AI Cloud, bear expenses or losses incurred therein, and rid Baidu AI Cloud of responsibilities completely. 4.13 In case the third party organ or individual raises doubts or complains about those materials and intellectual property rights (IRT) involved in your use of Baidu AI Cloud Service, you have the responsibility to offer relevant intellectual property right certificates, and assist Baidu AI Cloud in dealing with relevant complaints. 4.14. In case you take advantage of Baidu AI Cloud product or service to engage in matters prohibited in your rights and obligations or capitalize on Baidu AI Cloud to engage in matters in breach of laws or to the detriment of others, Baidu AI Cloud has the right to investigate you, stop your account, and delete corresponding resources in breach of regulations.

5. Service fee

5.1. You understand and agree that you shall pay off all fees within the term of validity of the purchased product according to currently effective Cloud Database (and its ancillary products) price system of Baidu AI Cloud. The product price is based on online product quotations at the current moment or both parties’ offline agreement and has timeliness. In case of price rise or decline resulting from Baidu AI Cloud’s sales promotion, product cost increase/decrease, or other factors during the service period, the signed contract amount is free from the influence. During the term of the contract, Baidu AI Cloud and you have no right to make up or claim for the gap of the contract price. 5.2. If both parties plan to further the cooperation after the service term expires, you shall pay off the renewal fee within one month ahead of the service term’s expiration to continue enjoying the service. In case Baidu AI Cloud adjusts the product system, name, or price at the renewal time, both sides agree that the new product system, name, or price in force shall prevail. 5.3 Baidu AI Cloud reserves the right to suspend or terminate the service and/or technical support to you before you pay off all fees according to the agreement. 5.4 You fully understand that all complementary services in the Baidu AI Cloud price system belong to Baidu AI Cloud’s one-off special discount beyond the normal service price, and the discount items do not include complimentary service items’ modification, updating, and maintenance expenses. What’s more, the complimentary service items cannot be used to offset the service price.

6. Service term and termination conditions

6.1 Service’s term of validity: The service term starts from the moment when Baidu AI Cloud receives your payment, and Baidu AI Cloud has successfully created the product as per configuration requirements. And it is based on the term you choose and the service amount you pay. Since Baidu AI Cloud will reserve space for enabling of the service at any time after you have applied for Cloud Database, you admit that the duration for website operation permit application/website filing will be included in the service term you purchase. 6.2 In case you fail to pay off the renewal amount on time, the service will be terminated as soon as the service’s term of validity expires, and Baidu AI Cloud will disable your Cloud Database service. Within seven days from the day when the service is disabled if you have not yet renewed the Service, Baidu AI Cloud has the right to delete all files in the Cloud Database, and you shall be responsible for all aftermaths incurred therein. Baidu AI Cloud also has TRUCS certification for cloud database service: 6.3. In one of the following situations, the service term will be terminated ahead of schedule: 6.3. In one of the following situations, the service term will be terminated ahead of schedule: (1) Both parties, through negotiation, agree to terminate the service ahead of schedule. (2) In case of your breach of this Terms of Service, Baidu AI Cloud has the right to terminate the service ahead of schedule, and give you no refund; (3) You may unilaterally bring forth the requirement about the termination of the service ahead of schedule, but you need to notify Baidu AI Cloud in writing 30 days in advance, and those fees you have paid will not be refunded. If your termination of this Terms of Service without approval inflicts a loss on Baidu AI Cloud, you shall bear responsibilities; 6.4 You understand that in view of the particularities of computer and Internet, the following situations will not be deemed as Baidu AI Cloud’s breach of the contract:
(1) Baidu AI Cloud needs a short time for interruption of service during the server configuration and maintenance; (2) Telecom operator’s device failure or access congestion on the Internet brings about slowdown of your website’s access speed or your failure in data transmission; (3) The Company suffers system shutdown and is unable to provide service due to force majeure like typhoon, earthquake, tsunami, flood, power failure, war, and terrorist attack, etc.; (4) Events resulting from hacker problems, telecom department’s technical adjustment, and government restrictions, etc. 6.5. In case Cloud Database ceases to be normal in use for Baidu AI Cloud’s faults, Baidu AI Cloud will indemnify you according to the actual duration of the fault. For details, see the Indemnity Plan provided in Baidu AI Cloud database RDS SLASLA) 6.6. If your applications on the Cloud Database bring extremely high load on the server, and in turn affect the normal running of current server of Cloud Database or disturb normal operation of other users (including but not limited to massive occupancy to Baidu AI Cloud’s server memory and CPU resources), Baidu AI Cloud has the right to terminate your database service, and give you no refund for the remaining service time. 6.7 Baidu AI Cloud assumes no responsibilities for your loss resulting from the third party’s fault or delay. Also, Baidu AI Cloud assumes no responsibilities for the loss of the third party that indirectly receives Baidu AI Cloud service through you.

7. Disclosure and publicity

7.1. Without your approval, Baidu AI Cloud will not disclose or make public your codes and other materials stored in Cloud Database, unless: (1) Being provided by relevant laws/regulations or Cloud Database’s legal service procedure; (2) The endeavors are made to safeguard your and other public interests in case of emergency; (3) The endeavors are made to safeguard Baidu’s trademark right, patent right, and other legal interests; (4) Other situations in which the codes and other information shall be disclosed and made public according to laws.

8. Confidentiality and Information Disclosure

8.1 Confidential information refers to those technical information and operation information that is of economic benefits to the information owner, is of practical value, and is subjected to confidential measures by the information owner, but is not known to the general public.
8.2 Unless being permitted in writing by the other party, either party shall not disclose any content or the conclusion and execution of this Terms of Service, or the other party’s confidential information acquired through conclusion and execution of this Terms of Service to the third party (except as required by laws, regulations, and governmental organs).
8.3. In case that there is dispute or major disclosure information is required during the execution of this agreement, both parties shall take the initiative to negotiate with one another to reach consensus. And major information disclosure, adoption, and interpretation shall be subjected to the approval of both parties. In their respective field, both parties shall spontaneously safeguard each other’s brand value and interest. 8.4. This confidentiality clause will not cease to be effective for ineffectiveness, dissolution, premature termination, or infeasibility of this Terms of Service. After the term of the validity of this Terms of Service expires, both parties’ confidentiality obligation will not be terminated, and the confidentiality obligation will continue till either party agrees to dissolve this obligation and its breach of the confidentiality obligation will not bring about any damage to the other party.

9. Disclaimer

9.1. The Company reserves the right to suspend or stop providing you with services in case of your breach of national and local laws/regulations or this Terms of Service. 9.2. In view of the particularities of network service, you agree that Baidu AI Cloud, for justified reasons, is entitled to change, interrupt or terminate partial or entire service at any time, without bearing any responsibilities to you. In spite of this, Baidu AI Cloud will notify you beforehand whenever possible, which facilitates you to do a good job of data transfer/backup and business adjustment, and thus safeguards your legal rights. 9.3. In order to provide you with more consummate services, Baidu AI Cloud has the right to overhaul, maintain, or upgrade the platform and related devices that provide the service. If such cases bring about interruption or suspension of relevant services in a reasonable time, Baidu AI Cloud does not assume any responsibility to you. You understand and agree that Baidu AI Cloud Service is provided on the basis of the current situation arising from existing technologies and conditions. Baidu AI Cloud will do the utmost best to provide you with services to ensure the continuity and security of the service. Despite this, Baidu AI Cloud does not promise that the service is free of any defect, and Baidu AI Cloud is unable to foresee or guard against risks in laws and technologies and other respects, including but not limited to service interruption, data loss, data leakage/theft, and other losses and risks likely resulting from force majeure, virus, Trojan horse, hacker attack, system instability, third-party service defect, governmental restrictions, etc. Due to this, you agree that though the service provided by Baidu AI Cloud has defects, the said defects are inevitable for restrictions by the current technical level. Thus, their occurrence shall not be deemed as a breach of contract by Baidu AI Cloud, so that Baidu AI Cloud will be exempted from liabilities for the losses (like loss of data and information) inflicted on you. 9.5. You understand and agree that during the use of the service, you might encounter an interruption of the service for risks like force majeure (including without limitation earthquake, fire disaster, war, political riots, and network attacks). As soon as the said risks occur, Baidu AI Cloud will endeavor to work with related departments in real time for the timely repair, but Baidu AI Cloud will be exempted from liabilities for the losses inflicted on you.

10. Miscellaneous

10.1. Formation of this Terms of Service, and its execution, interpretation, and settlement of disputes in connection herewith shall be governed by the laws of the People’s Republic of China (P. R. C.) and subject to the jurisdiction of the courts of the P. R. C. If both parties have some disputes on this Terms of Service and its execution, they should settle the disputes through amicable negotiation. In case no settlement is reached, either party may lodge a lawsuit to the People’s Court of Haidian District, Beijing. 10.2. This Terms of Service constitutes the entire agreement between both parties with respect to matters stipulated in this Terms of Service and other related matters. Except as specified in this Terms of Service, no other rights are granted to either party of this Terms of Service. 10.3. If any clause in this Terms of Service is entirely/partially ineffective or ceases to be enforceable no matter what the reason is, the other clauses in this Terms of Agreement are still effective and binding upon all parties.