Baidu AI Cloud International Online Ordering Agreement

1. Introduction

1. This Baidu AI Cloud International Online Ordering Agreement is a legally binding agreement jointly concluded between Baidu Holdings Limited (hereinafter referred to as "Baidu AI Cloud International"), the operator of the official website (intl.cloud.baidu.com), and you or the entity you represent ("you" or "your"). Your signing, stamping, checking boxes on web pages, clicking to confirm, proceeding to the next step, or other means of accepting this agreement, or actually using Baidu AI Cloud International's products and services (whichever occurs first), shall constitute your agreement with Baidu AI Cloud International and your consent to all terms herein. In case of conflict between the signed/stamped text and the service terms accepted via web page clicks or other methods, the content signed by the directors or other persons authorized by the board resolution and stamped by both parties shall prevail.
2. If material changes are made to this agreement, Baidu AI Cloud International will notify you in advance through website pages, in-site messages, emails, or other methods deemed effective by Baidu AI Cloud International. If you disagree with the modified terms, you have the right to stop using the services of Baidu AI Cloud International. You shall notify Baidu AI Cloud International to terminate the service, be responsible for migrating your business data independently, and Baidu AI Cloud International will settle the service fees with you (if any). If you continue to use the service, it shall be deemed that you accept the modifications.
3. Before accepting these service terms, please read all the content carefully. Regarding this agreement, we remind you to pay special attention to the clauses that limit or exempt liability, Baidu AI Cloud International's terms for determining and handling your violations or breaches, and the rules applicable to specific products and services when activating or using them. If you disagree with any content of this agreement or cannot accurately understand its provisions, you may first consult Baidu AI Cloud International's relevant business departments. It is advised not to proceed with further actions until clarification. Your use of any products or services under this agreement shall be deemed as your having read and agreed to be bound by this agreement. Your acceptance of this agreement shall be deemed as having carefully read and understood the entire content of this agreement. At that time, you shall have no right to claim this agreement invalid or request its revocation on grounds such as not having read its content or not receiving responses to your inquiries from the service provider.

2. Definitions

1. "This Agreement" includes the main body of the Baidu AI Cloud International Online Ordering Agreement, the order, the "Baidu AI Cloud International User Service Agreement", "Baidu AI Cloud International Usage Agreement", "Baidu AI Cloud International Privacy Policy", and the "Baidu AI Cloud International Product and Service Terms" displayed on the Baidu AI Cloud International official website (intl.cloud.baidu.com).
2. "Products and services", also referred to as "Baidu AI Cloud International Service" or simply "service", means the various technical services provided to you by Baidu AI Cloud International under this agreement and the order. For specific information, please refer to Baidu AI Cloud International's official website or the "Baidu AI Cloud International Product and Service Terms" and related product service rules.
3. "Products and services rules" refer to any documents, agreements, rules, terms, etc., related to the products/services provided by Baidu AI Cloud International, as published and updated at any time by Baidu AI Cloud International through its official website/management console or any other means, including but not limited to product descriptions, pricing, operation guidelines, Service Level Agreement (SLA), and compensation standards.
4. "Order" refers to the purchase document you confirm with Baidu AI Cloud International for buying products and services, which includes the name of the purchased products and services, service duration, configuration, charge type, amount, reconciliation method, etc.
5. "Agreement amount" refers to the payment you are obligated to make to Baidu AI Cloud International as stipulated in this agreement and other documents constituting this agreement (such as orders, supplementary agreements, etc.).

3. Representations and Warranties

You and Baidu AI Cloud International hereby represent and warrant to each other as follows:

1. By signing this agreement, you confirm and warrant that you have the authority to sign this agreement and have obtained all necessary qualifications, licenses, and authorizations required for its performance; and you further warrant that you will sign or obtain all necessary documents or permits and take all requisite actions to ensure the smooth fulfillment of the terms stipulated herein.
2. You warrant that your signing and performance of this agreement comply with all currently effective laws and regulations, as well as any judgments, rulings, or regulations issued by any court, administrative authority, or governmental organization that significantly impacts business operations, and that this agreement shall not infringe upon the legal rights and interests of any third party.
3. During the term of this agreement, if either you or Baidu AI Cloud International undergoes a merger, acquisition, or change of entity with a third party, the successor entity of the respective party shall continue to fulfill the obligations of that party under this agreement.
4. If there are conflicting provisions between this agreement and the "Baidu AI Cloud International User Service Agreement" or the "Baidu AI Cloud International Usage Agreement", the provisions of this agreement shall prevail.
5. Unless expressly authorized by this agreement, neither you nor Baidu AI Cloud International has the right to mortgage on behalf of the other party, make any declarations, authorize contracts, or in any way create any obligations or liabilities on behalf of the other party.
6. Regarding the products and services provided by Baidu AI Cloud International, you confirm that you will: 1) cooperate with and assist Baidu AI Cloud International in providing such products and services, including granting permission to enable Baidu AI Cloud International to access your premises for service delivery; 2) promptly respond to requests necessary for Baidu AI Cloud International to provide the products and related services; 3) obtain appropriate licenses, consents, approvals, or authorizations before Baidu AI Cloud International offers the products and services.
7. By signing this agreement, you shall have fully understood the service content provided by Baidu AI Cloud International and acknowledged all rules for products and services displayed on Baidu AI Cloud International's official website , including service introductions, SLA of products, technical documentation, etc. Baidu AI Cloud International shall ensure its products and services comply with applicable laws and documentation displayed on the official website. In addition to this, Baidu AI Cloud International makes no representations or warranties regarding the products and services provided under this agreement beyond what is stipulated by laws and regulations, this agreement, or the documents displayed on the official website, including no guarantee that the products and services meet specific quality standards or serve particular purposes.
8. You shall ensure the security of the underlying network and physical environment supporting Baidu AI Cloud International's products and services. Unless otherwise expressly agreed in this agreement, you shall not engage in the following acts: 1) reverse engineering, software cracking, or similar acts against the products and services provided by Baidu AI Cloud International; 2) compromising the integrity of the products and services provided by Baidu AI Cloud International; 3) unauthorized use beyond the scope of authorization; 4) subsequent development or creation of derivative works based on the products and services provided by Baidu AI Cloud International; 5) leasing, lending, distributing, or otherwise providing the products and services of Baidu AI Cloud International to others; 6) removing ownership declarations from the products and services of Baidu AI Cloud International; 7) improper use of the products and services of Baidu AI Cloud International resulting in infringement of others' intellectual property or other rights, or violation of any laws.
9. If any legal liabilities arise from your implementation of the behaviors listed in the preceding clause, such liabilities shall be borne by you. In addition, you shall compensate Baidu AI Cloud International for any losses caused to Baidu AI Cloud International. If you breach the above terms by further developing or creating derivative works based on the products and services provided by Baidu AI Cloud International, all related intellectual property rights shall belong to Baidu AI Cloud International.
10. You shall not install or use any software with intellectual property compliance issues or defects on Baidu AI Cloud International's services or platform; you understand and agree that Baidu AI Cloud International reserves the right to reject the deployment of any application systems with such issues or defects on its services or platforms. You shall bear full responsibility for the consequences arising from your actions (such as self-installed software and operations). If the legitimate copyright owner of the software you installed independently files an infringement complaint, accusation, or other claim against Baidu AI Cloud International, you shall take all reasonable measures to ensure Baidu AI Cloud International's exemption from liability, including but not limited to clarifying the situation, providing compliant software license proofs, and other measures sufficient to cause the legitimate copyright owner to withdraw such claims. If Baidu AI Cloud International's service involves third-party software licenses, you agree to comply with the relevant license agreements;
11. You undertake not to engage in any other illegal, non-compliant activities that violate these Services or the relevant management norms and procedures published on the official website of Baidu AI Cloud International.
12. If Baidu AI Cloud International discovers that you have violated the above terms, it shall have the right to take appropriate handling measures, including but not limited to immediate deletion of the relevant information, suspension of services, or termination of services. If a third-party institution or individual raises objections or complaints against you, Baidu AI Cloud International will notify you, and you are responsible for providing explanations and evidentiary materials within the stipulated time. If you fail to provide counter-evidence or fail to respond within the deadline, Baidu AI Cloud International has the right to take measures, including but not limited to immediate deletion of relevant information, service suspension, or termination. Failure to contact you due to your untimely update of contact information or incorrect contact details shall also be deemed as your overdue failure to respond.

Your Rights and Obligations

1. In accordance with existing technologies and standard conditions, you may enjoy the services provided by Baidu AI Cloud International within the scope permitted by law, and have access to technical support, consultation, and other services from Baidu AI Cloud International. Specific service standards shall refer to the product and service terms published on the official website of Baidu AI Cloud International, other norms published on the official website of Baidu AI Cloud International, or the terms of this agreement.
2. Unless otherwise agreed in writing by both parties, you acknowledge and agree that the rights to any materials, software, data, etc., provided to you by Baidu AI Cloud International belong to Baidu AI Cloud International. You are not authorized to disseminate, transfer, license, or provide these resources to others, and you shall bear corresponding liabilities if you do so.
3. If you are to modify configurations related to Baidu AI Cloud International's products and services, you shall notify Baidu AI Cloud International at least 5 (five) working days in advance.
4. If your website experiences abnormal traffic or suffers from third-party cyberattacks or other hacking activities, you shall promptly communicate with Baidu AI Cloud International. Baidu AI Cloud International shall not be liable for compensation if the quality of its products and services is affected due to the aforementioned circumstances.
5. If the provision of relevant information or materials is necessary for the fulfillment of this contract, you confirm that the information and materials are true, accurate, complete, and timely submitted. Otherwise, Baidu AI Cloud International reserves the right to refuse to provide the relevant services, and you shall bear full responsibility for any losses caused to Baidu AI Cloud International or any third party as a result.
6. You warrant that the original data and materials you provide are from lawful and compliant sources, do not infringe upon any third party's lawful rights and interests, and that you have obtained the necessary proofs for any required explicit consent or authorization from third parties. If the original data and materials you provide infringe upon the rights and interests of third parties, you shall bear all resulting liabilities. If the original data you provide includes personal information of end users or any third parties, you warrant that in the process of collecting and providing such information, you have adhered to the principles of legality, legitimacy, and necessity, have clearly stated the purpose, method, and scope of collection and use, and have obtained explicit authorization from the relevant individuals. Baidu AI Cloud International reserves the right to verify your authorization status, and you shall cooperate accordingly. You agree that Baidu AI Cloud International has the right to process data within the scope of providing the services described herein and optimizing their effectiveness.
7. You understand and agree that the data deleted by you cannot be recovered, and when the servers of Baidu AI Cloud International that provide products and services are decommissioned or faulty hard drives are taken offline, the relevant data will be cleared and cannot be recovered. You shall back up your own data and business systems built on Baidu AI Cloud International's products and services. If Baidu AI Cloud International needs to decommission or migrate the underlying physical equipment hosting your service, you shall take corresponding technical measures upon receiving notification from Baidu AI Cloud International. You shall bear all consequences resulting from failure to act upon receiving notification.
8. You shall be solely responsible for the legality of all data and information stored on Baidu AI Cloud International servers due to your use of its products and services; you shall adopt reasonable and secure technical measures to ensure their safety and integrity. You shall bear full responsibility for the consequences arising from your own actions (including but not limited to violations of laws, regulations, departmental rules, or national policies, arrears, software you install yourself, encryption measures you take, or other security measures you implement).
9. You are responsible for the integrity and confidentiality of the data stored on the Baidu AI Cloud International platform, as well as the passwords, passcodes, and other credentials for accessing and managing various products and services on the platform. All operations under your account will be deemed as your own actions. All losses and consequences arising from your improper maintenance or inadequate confidentiality measures shall be solely borne by you.
10. You shall pay the agreed amount within the time specified in this agreement. If you fail to pay by the agreed time, Baidu AI Cloud International has the right to require you to bear the liability for breach of contract in the form of liquidated damages for late payment, while reserving the legal right to recover the arrears and hold you liable for breach of the agreement.
11. When you accept this service, if we provide you with a payment credit period (credit quota), you shall clearly understand and agree to the following terms:

11.1 You undertake to pay all due fees within the agreed payment period.

11.2 If you fail to pay the fees within the agreed period, it shall be deemed as your breach of contract. Under such circumstances, we reserve the right to unilaterally terminate the relevant service provided to you and to pursue your liability for breach of contract, including but not limited to demanding immediate payment of unpaid fees, late fees, and other losses incurred.

11.3 If changes in your creditworthiness or other objective circumstances (including but not limited to industry risks) necessitate adjustments to your credit terms or early repayment, you agree that we have the unilateral right to make such decisions and will notify you through appropriate means. You confirm that you will comply with this and have no objections.

12.Both parties confirm that issuing invoices is an ancillary obligation, and our failure to issue invoices shall not affect your obligation to make payments.

13.You acknowledge that only agreements bearing our official seal or contract seal are legally binding. Our employees have no authority to make commitments on our behalf that exceed or contradict the terms of agreements bearing such seals, and any such commitments shall have no legal effect.

14.You acknowledge that the products we provide to you (including but not limited to software, hardware, technology, etc.) may be subject to export control and economic sanction laws and regulations administered, enacted, or enforced by regulatory authorities in China, the United States, the European Union and its member states, the United Kingdom, the United Nations, and other applicable jurisdictions. You agree to comply with all applicable export control laws and regulations and shall not directly or indirectly export, re-export, transfer, sell, license, disclose, or provide the products under this contract in any form to restricted countries, regions, entities (including but not limited to entities listed in the sanction list specified in the next Section), or individuals, nor use them for any restricted purposes.

15.You warrant that at the time of signing this agreement, your company has never been listed on any sanctions list (or is not directly or indirectly owned 50% or more by one or more parties on any sanctions list). The sanction lists include, but are not limited to, the U.S. Entity List, the U.S. Unverified List, the U.S. Denied Persons List, the U.S. Military End User List, various lists maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including the SDN List, NS-CMIC List, SSI List, etc., the U.S. Uyghur Forced Labor Prevention Act Entity List, the European Commission's "EU Consolidated List of Financial Sanctions", Annex IV and Annex XIX lists under EU Council Regulation No. 833/2014, Annex V list under EU Council Regulation No. 765/2006, and the U.K. Treasury's Office of Financial Sanctions Implementation "Consolidated List of Financial Sanctions Targets".

16.You confirm that the purchased products are for your normal business operations and civilian/civilian end-user needs, with no military or terrorism-related purposes, nor will they be used to disrupt international peace and security and/or for any other end-use prohibited by applicable trade control laws. You shall not directly or by end-users use the purchased products, whether directly or indirectly, for designing, developing, producing, storing, or otherwise employing weapons of mass destruction, such as nuclear, chemical, or biological weapons, missiles, or any activities supporting such weapons or missile technologies.

17.You agree not to directly or indirectly export, re-export, transfer, sell, license, disclose, or otherwise provide the products delivered by us to terrorists and organizations, or entities or individuals in countries such as Cuba, Iran, North Korea, Sudan, Russia, and Syria. You shall continuously record and retain information regarding the destination, end-users, and end-use of products during export, re-export, and resale in compliance with applicable laws and regulations, and provide such information upon our reasonable request.

18.If any of the following circumstances occurs, you shall immediately notify us in writing and make the best efforts to take remedial measures: (1) any inconsistency or conflict with the above confirmations, or any situation rendering such confirmations incomplete, inaccurate, or misleading; (2) failure or partial failure by you, your affiliates, any downstream customers, or end users to fulfill any of the above commitments; or (3) any penalties, claims, lawsuits, proceedings, or investigations under export control or economic sanctions laws and regulations imposed on you, your affiliates, any downstream customers, or end users.

19.If this agreement cannot be performed due to changes in export control and other relevant policies and laws, and regulations by regulatory authorities in China, the United States, the European Union and its member states, the United Kingdom, the United Nations, and other applicable jurisdictions, we have the right to terminate the agreement without liability.

Baidu AI Cloud International's Rights and Obligations

1. Baidu AI Cloud International shall provide you with the products and services ordered through your order or the official website console.
2. Baidu AI Cloud International has the right to collect fees as stipulated in the agreement and may require you to provide necessary qualifications for invoice issuance. Baidu AI Cloud International shall not be liable for delayed invoice delivery caused by your failure or delay in providing invoice qualifications.
3. During the period when Baidu AI Cloud International provides products and services to you, Baidu AI Cloud International shall ensure that you receive the services you are entitled to. You acknowledge that any interruption of Baidu AI Cloud International's products and services caused by your actions is not the responsibility of Baidu AI Cloud International. Except for products that should be explicitly stated in local laws and regulations, government regulatory requirements, audit demands, or online agreements and other product documentation, none of your data, applications, or operational logs will be provided to any third party.
4. Baidu AI Cloud International reserves the right to supervise whether your activities using the products and services provided by Baidu AI Cloud International have obtained recognition, approval, and been filed with the relevant national authorities If Baidu AI Cloud International discovers that you have violated this agreement or engaged in illegal or non-compliant conduct, or if Baidu AI Cloud International receives a notification from state authorities or relevant agencies (including but not limited to public security bureaus, procuratorates, courts, or communications administrations) requiring measures against you, or if such authorities or agencies have already taken legal action against you, or if Baidu AI Cloud International receives claims from third-party rights holders against you, Baidu AI Cloud International reserves the right to suspend services under this agreement or order after notifying you or to directly take any necessary measures (such as terminating the services) to mitigate adverse effects on Baidu AI Cloud International. The agreement shall be either resumed or terminated only after the issue has been investigated and resolved by the aforementioned authorities. Baidu AI Cloud International shall not be liable for any losses incurred by you as a result. If Baidu AI Cloud International incurs any losses due to the aforementioned reasons, such losses shall be entirely borne by you.
5. If the changed, interrupted, or terminated network service is free of charge, Baidu AI Cloud International is not required to provide a separate notification to you.
6. Baidu AI Cloud International may perform periodic overhauls or maintenance for the platform providing network service or relevant equipment, which may cause interruption of the charged network service for a reasonable period. Baidu AI Cloud International shall not be liable for the interruption, but shall notify you in advance whenever possible.
7. Baidu AI Cloud International is only responsible for the underlying components below the operating system (OS) and the operation and maintenance (O&M) of the software provided by itself, such as the relevant technical architecture and OS of Baidu Cloud Compute. Components running on top of the OS (e.g., applications you install on the system) are your sole responsibility. In addition, independently upgrading the OS may cause adverse effects such as downtime. It is recommended that you proceed with caution.
8. Baidu AI Cloud International may configure tools with data backup functionality in its products and services; however, unless otherwise agreed in writing between you and Baidu AI Cloud International, such tools are not integral to the services provided by Baidu AI Cloud International, and Baidu AI Cloud International assumes no responsibility for your ability or inability to use these backup tools. You shall be solely responsible for data backup and perform the corresponding operations independently. Baidu AI Cloud International assumes no responsibility for any data backup operation or results conducted by you.
9. You understand and acknowledge that Baidu AI Cloud International provides relevant service functionalities based on the characteristics and specifications of the service you purchased. You shall carefully read the usage documentation and related instructions for the relevant services, and you further agree that if your usage exceeds the specifications of the purchased service, Baidu AI Cloud International reserves the right to moderately adjust or suspend the service.
10. If you use the comprehensive security protection services and related management and monitoring functions and services provided by Baidu AI Cloud International, you understand that although Baidu AI Cloud International has carefully tested these services, it cannot guarantee complete compatibility with all software and hardware systems or that its software and services are entirely free of errors. In case of incompatibility or software errors, please disable or stop using the relevant features, or call the technical support hotline to obtain technical support from Baidu AI Cloud International.
11. You understand and acknowledge that Baidu AI Cloud International may migrate your cloud servers to different data centers when necessary. Baidu AI Cloud International will notify you in advance as much as possible before performing the aforesaid operations. You acknowledge that such operations may require modifications to the DNS of your relevant domain names. Upon receiving notice, you shall modify the DNS to the IP specified by Baidu AI Cloud International as required; otherwise, website inaccessibility may occur, which shall not be deemed a breach by Baidu AI Cloud International.
12. Without disclosing your confidential information, during the term of this agreement, Baidu AI Cloud International may leverage your usage of services as examples or success cases for its own and/or business promotion. In such promotional activities, Baidu AI Cloud International has the right to use your name, corporate logo, etc.; beyond this, Baidu AI Cloud International shall not use your company name, logo, etc., without your written permission.

Settlement Method

1. Prepay Settlement

   • If you purchase a prepaid service, Baidu AI Cloud International will provide the service after full payment. If you fail to make the payment in a timely manner, the order will automatically expire 7 days after placement; if you wish to continue using the service after its expiration, you need to pay the renewal fee in advance to extend the service.
   • Pre-recharge is required before you use Baidu AI Cloud International's products and services. When purchasing a service, Baidu AI Cloud International will deduct the service fee from your account. If the amount in your account is insufficient to cover the service fee, Baidu AI Cloud International reserves the right to refuse to provide the service to you.
2. Postpay Settlement

If you purchase a pay-as-you-go or per-use service, you can activate and use it before payment. Baidu AI Cloud International will automatically calculate the usage of the previous billing cycle based on the service type, with cycles such as hourly, daily, weekly, or monthly (subject to the relevant product page and the corresponding content at the time of order placement), and deduct the corresponding service fees from your Baidu AI Cloud International account balance. If your account balance is insufficient to cover the fees, Baidu AI Cloud International reserves the right to demand overdue payment penalties and/or interest starting from the first day of failed deduction (i.e., the day after the end of the corresponding billing cycle when the balance was insufficient) and may terminate any related services you have subscribed to at any time. The specific deduction rules and charge items shall be subject to the information published on Baidu AI Cloud International's official website.

3. Baidu AI Cloud International provides you with low balance alert services. Details of such services and handling methods are available on Baidu AI Cloud International's official website. Baidu AI Cloud International is not responsible for the timeliness or accuracy of such alert services, and the specific balance shall be subject to the real-time query content displayed in your Baidu AI Cloud International platform account. Baidu AI Cloud International shall not be liable for any service suspension due to insufficient balance in your account or any related losses arising therefrom. However, this does not mean that Baidu AI Cloud International is liable for any consequences arising from your overdue payments. As the user and administrator of the account, you should still promptly check your Baidu AI Cloud International account balance and replenish it according to your operational schedule.
4. With respect to the settlement data for your use of Baidu AI Cloud International services, you agree that the billing statement issued by the Baidu AI Cloud International system shall prevail.
5. Sporadic promotions will be available on Baidu AI Cloud International's official website, and the content and usage terms of such activities shall be subject to the official announcements.
6. Top-up. You may make payment via bank transfer to the receiving account designated by Baidu AI Cloud International (to ensure service continuity, if Party A chooses an offline payment method, it should allow sufficient time for Baidu AI Cloud International to verify the payment receipt and complete the account top-up):

Baidu Holdings Limited

Bank account number: 1192950011

Bank Name: Citibank, N.A., Hong Kong Branch

Bank Address: Champion Tower, Three Garden Road, Central, Hong Kong

Swift Code: CITIHKHX

Bank Code: 006

Branch Code: 391

7. Invoice application. You may apply to Baidu AI Cloud International for invoice issuance. Specific application requirements, invoice content, invoiced amount, and invoicing procedures are detailed on the Baidu AI Cloud International official website.

Confidentiality Obligations

1. Any information received by one party from the other that is marked or can reasonably be recognized as confidential or proprietary information of the disclosing party (hereinafter referred to as "Confidential Information") shall be kept confidential by the receiving party and shall not be disclosed without the consent of the disclosing party. The receiving party shall handle such information with the same degree of care as it treats its own confidential or proprietary information. To maintain the confidentiality of this agreement, both parties shall be deemed as receiving parties of the information herein. The disclosing party agrees that the receiving party may share confidential information with its representatives who need to know such information for the purpose of conducting the proposed product services, provided that such representatives assume the same confidentiality obligations as those under this agreement.
2. If the receiving party is required or compelled by legal proceedings to disclose any information, it shall immediately notify the disclosing party so that the disclosing party may seek appropriate protective measures, unless the disclosing party fails to respond promptly or advance notice is prohibited under legal or regulatory requirements.
3. Where the receiving party needs to submit materials or provide explanations to administrative authorities, industry associations, etc., for applying for certain business qualifications, obtaining certain certifications, or complying with national or industry standards/certifications, it shall adhere to the principle of minimal necessary disclosure and require the institutions informed of confidential information to maintain confidentiality standards no lower than those stipulated in these service terms.
4. To manage and execute this agreement and provide products and services, Baidu AI Cloud International may process the information you provide, including storing such information in its databases.
5. The receiving party shall make every reasonable effort to prevent the disclosure of the aforementioned confidential information. Once any of the aforementioned confidential information leakages is discovered, both parties shall cooperate to take all reasonable measures to avoid or mitigate the damages.

Intellectual Property Rights (IPR)

1. Except for rights expressly granted herein to the other party, each party retains ownership of its respective products provided under this Agreement and any intellectual property rights contained therein or related thereto, including but not limited to copyrights, patents and trademarks.
2. Neither party shall use or reproduce the other party's trademarks, logos, business information, technology and other materials without prior written consent. All rights enjoyed by Baidu AI Cloud International before the execution of this agreement shall remain with Baidu AI Cloud International after the execution of this agreement.
3. All technical materials, statistical data, methods, and achievements of technical improvements used or obtained by Baidu AI Cloud International during the provision of services to you shall remain the property and IPR of Baidu AI Cloud International. Without prior written consent from Baidu AI Cloud International, you shall not provide them to any third party. All rights enjoyed by Baidu AI Cloud International before the execution of this agreement shall remain the property of Baidu AI Cloud International after the execution of this agreement.
4. Baidu AI Cloud International retains exclusive rights to its products and services. You shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software products, programs, code, or platforms related to Baidu AI Cloud International's products and services, nor modify, upgrade, transform, or develop new software or technologies based thereon, or engage in any other actions that may infringe upon Baidu AI Cloud International's exclusive rights.
5. If Baidu AI Cloud International's provision of customized services involves using your company logo, spray-paint designs, or setting wake words in software, you agree to grant Baidu AI Cloud International the necessary IPR such as trademark licenses to implement the customized services, and ensure that the requested customized content does not infringe upon others' legitimate rights and interests or violate any laws and regulations. If your customized requirements infringe upon the lawful rights and interests of others or violate laws and regulations, you shall bear the resulting legal liabilities and compensate Baidu AI Cloud International for any losses incurred.

Breach Liability and Exemption

1. If either party fails to perform any of its obligations, warranties, or commitments under this agreement, or expressly indicates (orally, in writing, or through conduct) during the term that it will not perform any obligations under this agreement, and fails to take effective remedial measures within 10 (ten) days after receiving the other party's notification demanding remedy, or if such breach cannot be remedied and causes damage to the other party's interests or renders the cooperative business unable to proceed, it shall constitute a breach of this agreement, and the breaching party shall be liable for compensation for losses caused to the other party due to the breach.
2. If your inability to use the products and services of Baidu AI Cloud International is indeed caused by Baidu AI Cloud International, Baidu AI Cloud International shall compensate you for the corresponding losses. For specific compensation standards, please refer to the official website of Baidu AI Cloud International.
3. If your inability to use the products and services of Baidu AI Cloud International is indeed caused by Baidu AI Cloud International, and no compensation standards are stipulated on the Baidu AI Cloud International official website or other materials provided by Baidu AI Cloud International, Baidu AI Cloud International shall compensate according to the following standards: for each day of delay, Baidu AI Cloud International shall pay you liquidated damages equal to 0.5‰ (five ten-thousandths) of the amount corresponding to the overdue delivered products or services. If Baidu AI Cloud International's delivery delay exceeds 30 (thirty) days, you have the right to terminate the agreement, except where the delay is caused by you. If you delay payment, for each day overdue, you shall pay Baidu AI Cloud International a penalty of 0.5‰ (five ten-thousandths) of the total amount of the product payables or service fees; if the delay exceeds 30 (thirty) days, you shall pay a penalty of 10% (ten percent) of the total amount under this agreement or the corresponding order amount, compensate for all losses caused to Baidu AI Cloud International, and continue to pay the agreement amount corresponding to the project deliverables already provided by Baidu AI Cloud International. Under these circumstances, Baidu AI Cloud International reserves the right to suspend services or unilaterally terminate the agreement.
4. You shall comply with this agreement, order-related rules, regulations, etc., and maintain confidentiality regarding any discount benefits involved. Otherwise, Baidu AI Cloud International reserves the right to unilaterally suspend/terminate part or all of the services agreed upon in this agreement and/or the order, and may demand full compensation for any losses incurred due to your breach of this clause.
5. In performing this agreement, Baidu AI Cloud International shall not be liable for any losses caused to you or any third party due to the acts or omissions of third parties.
6. Under no circumstances shall Baidu AI Cloud International be liable for any indirect, consequential, punitive, incidental, or special damages, including profit losses incurred from using its service.
7. Under no circumstances shall the total liability of Baidu AI Cloud International for breach of this agreement exceed the total amount corresponding to the breached products and services under this agreement. If there are separate offline agreements, the terms of the offline agreements shall prevail.

Force Majeure and Contingencies

1. If the performance of these service terms becomes impossible, unnecessary, or meaningless due to force majeure or other contingencies, the party affected by such force majeure or event shall not be held liable.
2. Force majeure and contingencies refer to objective occurrences that are unforeseeable, insurmountable, unavoidable, and cause significant impact to one or both parties, including but not limited to natural disasters such as floods, earthquakes, epidemics, etc., as well as social events such as wars, riots, government actions, telecommunication backbone line interruptions, hacking, network congestion, technical adjustments by telecommunications departments, and government regulations.
3. Within a reasonable time after the force majeure event ceases, if both you and Baidu AI Cloud International retain the capability of fulfilling the agreement and continued performance is deemed necessary, the parties shall continue to perform the agreement.

Modification and Termination of the Agreement

1. Under the following circumstances, the service term shall be terminated prematurely:

(1) The parties mutually agree to terminate prematurely;

(2) If you materially violate these service terms, including but not limited to (a) failing to fulfill payment obligations as agreed, and/or (b) materially violating legal provisions, and/or (c) materially breaching the commitment clauses in this agreement, Baidu AI Cloud International reserves the right to terminate the service in advance;

2. You understand and fully acknowledge that although Baidu AI Cloud International has established (and will continue to improve based on technological advancements) necessary technical measures to defend against cybersecurity threats or behaviors including computer viruses, network intrusions, and disruptive attacks (including but not limited to DDoS, hereinafter collectively referred to as "such behaviors"), given the limitations and relativity of cybersecurity technologies and the unpredictability of such behaviors, if your website encounters such behaviors and causes harm to Baidu AI Cloud International or other networks or servers (including but not limited to local, domestic, and international networks and servers), or affects the smooth connectivity between Baidu AI Cloud International and the international internet or specific networks, servers, or internal systems, Baidu AI Cloud International may decide to suspend or terminate the service. If the service is terminated, Baidu AI Cloud International will calculate the service fees for the services you have actually used and refund any remaining balance (if applicable) to you;
3. You acknowledge and agree that for purposes such as technical upgrades, service system adjustments, or business strategy changes, Baidu AI Cloud International may, with 30 days' prior notice via webpage announcements, website messages, or email, decide to temporarily suspend or terminate providing services (or certain features thereof) to you. In such cases, Baidu AI Cloud International shall refund the amount you have paid but not consumed.
4. This agreement shall be executed within the scope prescribed by laws and regulations. If any provision herein conflicts with legal, policy, or regulatory requirements, such provision shall automatically become void without affecting the validity and enforceability of the remaining provisions. You agree that Baidu AI Cloud International may revise the corresponding content as required by laws and business needs. If this agreement cannot proceed due to legal, policy, or regulatory reasons, you agree that Baidu AI Cloud International may terminate this agreement in advance, and neither party shall bear liability for breach of contract.

Dispute Resolution

1. 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.
2. Except for matters in dispute, both parties shall continue to exercise their respective rights and fulfill their respective obligations under this agreement.

Others

1. Matters not covered by this agreement shall be governed by the information published on the official website of Baidu AI Cloud International.
2. Baidu AI Cloud International's various promotions related to its products and services (including but not limited to invitation codes and coupons) are subject to the publicly announced policies. If you have questions about the promotion policies, you may inquire through the contact information on the activity page.
3. Under this agreement, all notifications from Baidu AI Cloud International to you may be delivered via webpage announcements, in-site messages, email, SMS, or other methods deemed effective by Baidu AI Cloud International. Such notifications shall be deemed delivered on the date of sending.
4. Unless otherwise stipulated by law, the failure or delay by either party to exercise any right under this agreement shall not constitute a waiver of such right; the separate or partial exercise of such rights shall not preclude the exercise of any other rights, powers, or privileges.
5. If any provision of this agreement is completely or partially invalid or not enforceable for any reason, the remaining provisions of this agreement shall remain valid and binding.
6. Without the prior written consent of Baidu AI Cloud International, you may not transfer or assign this agreement or any of your rights and obligations hereunder. Any transfer or assignment in violation of this clause shall be deemed invalid.
7. If you purchase special products or services, both parties shall additionally comply with the specific agreements related to such products.