Baidu AI Cloud International Product and Service Terms

These terms constitute the Baidu AI Cloud International Product and Service Terms (hereinafter referred to as the "Product Terms"), which set out the general and specific terms and conditions applicable when you purchase and use the products and services (hereinafter referred to as the "Products") provided through the website at intl.cloud.baidu.com (hereinafter referred to as "Baidu AI Cloud International"). This document forms a legally binding agreement between you (as the purchaser and/or user of the Products) and the Baidu AI Cloud entity specified in Clause 2.1 below (hereinafter referred to as "Baidu AI Cloud").

1.Applicability of the Product Terms

1.1 These product terms shall apply when you purchase and/or use products on Baidu AI Cloud International.Your purchase and/or use of the product shall constitute your agreement to be bound by these product terms. To use Baidu AI Cloud International, purchase products, or gain access to any other products or services provided by Baidu AI Cloud, you may be required to enter into separate agreements with Baidu AI Cloud or its affiliates, which are collectively referred to as "supplementary agreements". If any conflict or inconsistency between the product terms and any supplementary agreements occurs, the supplementary agreements shall prevail over the product terms solely concerning the portion of the products governed by such conflicting supplementary agreements.

1.2 If you do not agree to and accept all product terms and supplementary agreements (if applicable), please refrain from purchasing and/or using the products.

1.3 You expressly acknowledge and agree that Baidu AI Cloud may modify the product terms at any time by publishing revised product terms on Baidu AI Cloud International. If you continue to use the product after the publication of the revision, it shall be deemed that you agree to be bound by the revised product terms.

1.4 If you are a customer or end user of an authorized Baidu AI Cloud channel partner, the provisions of this Agreement regarding pricing, billing, invoicing, payment, as well as service and maintenance, shall not apply to you. In such cases, the terms of any existing agreement or purchase order between you and the channel partner shall govern in these areas.

1.5 If you are an authorized channel partner of Baidu AI Cloud, Baidu AI Cloud undertakes that when your end customer encounters an issue while using a paid Baidu AI Cloud product, and such issue is ultimately determined to be solely caused by Baidu AI Cloud, Baidu AI Cloud will assume responsibility for the end customer’s usage issue in accordance with the service guarantees specified in the SLA. However, if the issue is caused by you, Baidu AI Cloud will not assume any corresponding responsibility.

2.Contracting Entity

2.1 The Baidu AI Cloud entity with which you enter into a contract for purchasing or ordering products is: Baidu Holdings Limited.

2.2 If you intend to purchase and/or use products on Baidu AI Cloud International, you must first register as a member of the site. Your account registration on Baidu AI Cloud International and any subsequent use of the account are subject to the relevant provisions of the Baidu AI Cloud agreement terms. At the same time, you are obligated to ensure that all information provided to Baidu AI Cloud through the Baidu AI Cloud International Site is true, accurate, correct, and complete, without any deceptive, fraudulent, or misleading content.

2.3 Certain products and services provided on Baidu AI Cloud International, as well as promotions, campaigns, service level agreements, warranties, and other forms of benefits, may be available only to customers in specific regions. Before deciding to participate in, purchase, or use such products, services, promotions, or campaigns, you are solely responsible for carefully reading the applicable terms and conditions. If you do not agree to the applicable terms and conditions, you should cease participating in, using, or purchasing the relevant products/services.

2.4 Certain products or services on Baidu AI Cloud International may potentially be provided or sold by Baidu AI Cloud's affiliates on behalf of Baidu AI Cloud.

3. General Product Terms

3.1 Certain products are subject to specific payment terms. You may review the payment and tax-related terms provided on Baidu AI Cloud International to understand the specific payment requirements for the products to be purchased.

3.2 The rights, features, and functionalities you obtain from any product may differ across regions and countries. We do not guarantee or assert that any specific feature or functionality, or features and functionalities of the same type and scope, will be available in all countries and regions or for all users. Baidu AI Cloud shall have the sole discretion to restrict, deny, or set different access and usage levels for any product (or any feature thereof) for different users.

3.3 You must comply with the relevant technical documentation applicable to the products, as published and updated by Baidu AI Cloud on the website of Baidu AI Cloud International from time to time. You further agree that, as a continuing condition of using the Products, you will comply with all license terms and conditions for any third-party software components, libraries, and application programming interfaces included in the Products, as may be notified to you from time to time on Baidu AI Cloud International.

3.4 Baidu AI Cloud has the right to release, modify, upgrade, add conditions to, suspend, or discontinue any Product (or any feature or function of a Product) at any time, including but not limited to login processes and requirements, as well as the means of accessing any Product (including any related URLs), without prior notice. In addition, Baidu AI Cloud may, at its sole discretion, upon providing you with reasonable prior notice, migrate, suspend, or terminate the operation of any data center. In the event of such migration, suspension, or termination of operations, you may need to modify the configuration of any affected products, and you shall be responsible for failing to complete such configuration changes within the notified timeframe.

3.5 Baidu AI Cloud may introduce special terms or pricing plans ("special plans") for products from time to time. Baidu AI Cloud reserves the right to terminate applications for special plans or cease providing any special plans without notifying you. If you choose to participate in a special plan, you must agree to any terms and conditions of that special plan.

3.6 Baidu AI Cloud reserves the right to perform any upgrades or service maintenance as necessary at any time. Baidu AI Cloud will make commercially reasonable efforts to notify you in advance of any scheduled maintenance for Baidu AI Cloud International or products. You must comply with any product maintenance requirements specified in our notification.

3.7 To verify your adherence to the product terms, Baidu AI Cloud retains the right to be informed of any circumstances related to your purchase or use of products at any time.

3.8 You agree to cooperate with Baidu AI Cloud to identify and resolve any product issues that Baidu AI Cloud reasonably attributes to you according to the requirements of Baidu AI Cloud.

3.9 As a condition of purchasing and/or using the products, you agree to comply with all applicable laws and regulations (including but not limited to data protection and export control laws and regulations). If Baidu AI Cloud has reason to believe that any of your actions violate laws, infringe upon any third-party rights, or involve deception, fraud, or misrepresentation, Baidu AI Cloud shall have the sole discretion to notify you of such circumstances and take any sufficient and necessary actions, including but not limited to requiring you to delete any illegal content, disabling or suspending your right to use any products, restricting your access to Baidu AI Cloud International, or suspending or terminating your account. Baidu AI Cloud reserves the right to directly remove any content on Baidu AI Cloud International that may be illegal or may disrupt, threaten, or impair the operation and functionality of the website or other users of the website.

3.10 Certain products require the processing of personal data of your customers or employees. You acknowledge that you are responsible for determining the legal basis for processing such data in accordance with local laws, including providing adequate privacy notices to customers or employees and obtaining any necessary consents. You shall declare and guarantee to Baidu AI Cloud that you possess lawful grounds for processing such data, including obtaining any necessary declarations and consents in accordance with local laws. You shall also declare that you will comply with any data protection laws and regulations applicable to your use of these products, including but not limited to obtaining necessary consents and adhering to rules related to cross-border transfers of personal data.

3.11 The service guarantees and any related performance commitments (hereinafter referred to as "service guarantees") stipulated in Baidu AI Cloud International Service Level Agreement (hereinafter referred to as "SLA", which shall be deemed as a part of the product terms) apply only to products you have paid and used, and do not apply to any free products or trial products we provide. Such service guarantees constitute your sole and exclusive remedy for the applicable products purchased.

3.12 Baidu AI Cloud reserves the right to assign and/or novate any portion or entirety of these terms (including any rights, titles, interests, obligations, and responsibilities we hold 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 through written notification (which may be published on Baidu AI Cloud International), and you hereby irrevocably agree to and accept any such updates. At that time, Baidu AI Cloud shall be relieved of all its obligations under this clause and all claims, lawsuits, and demands arising therefrom up to the date of update. You may not assign any part or entirety of this Agreement to any individual or entity.

3A. Artificial Intelligence (AI) Services

3A.1 Definitions

"AI Services" refer to artificial intelligence and machine learning services provided by Baidu AI Cloud International, including but not limited to text generation, image recognition, speech-to-text transcription, natural language processing, translation, system recommendation, and any other AI-related services or functionalities.

"AI Content" refers to the content you provide and process through the AI service.

"Generated Output" refers to any results, outputs, or data generated by the AI service based on your input.

3A.2. Ownership of AI Content and Generated Outputs. Outputs generated through AI services constitute your content. Due to the feature of machine learning, identical or similar generated outputs may be produced for different users. Baidu AI Cloud does not guarantee the uniqueness of generated outputs or that duplicates will not occur.

3A.3. Use and Improvement of AI Content. Unless prohibited by applicable law, you agree and authorize Baidu AI Cloud to perform the following operations:

3A.3.1 Baidu AI Cloud may use and store AI content processed through AI services to develop, enhance, and improve AI services and their underlying technologies.

3A.3.2 Baidu AI Cloud may use and store AI Content that does not constitute personal data to enhance the machine learning and AI technologies of Baidu AI Cloud and its affiliates.

3A.3.3 For the aforementioned development and improvement purposes, Baidu AI Cloud may transfer and store AI Content in data centers outside the region where you use the AI Service, subject to the restrictions of applicable laws.

3A.4. Privacy and End-User Responsibilities. You are responsible for the following matters:

3A.4.1 Provide legally compliant privacy statements to end users who use your products or services (including AI services);

3A.4.2 Acquire necessary consent from end users for the processing, storage, usage, and transfer of AI content;

3A.4.3 Comply with applicable laws.

You declare that you have provided all necessary privacy statements to end users and obtained the required consents. If applicable laws require the deletion of AI content stored within the AI service, you must notify Baidu AI Cloud.

3A.5. Prohibited Conducts. You shall not, nor shall you permit any third party to, directly or indirectly, use the AI service to develop or improve similar or competing products or services.

3A.6. Usage Purposes. AI service is for reference and auxiliary purposes only. The AI Services are not designed for operation in hazardous environments or critical systems where such use could result in personal injury, death, environmental damage, or property loss. You shall bear all liabilities arising from any use of the AI service.

3A.7. Intellectual Property Rights and Legality of Generated Output. You understand and agree that since the generated output is based on the input content, model algorithm, and training data you provide, Baidu AI Cloud International cannot guarantee that the generated output will not infringe upon third-party intellectual property rights. Baidu AI Cloud International assumes no liability for any claims, lawsuits, or disputes arising from generated outputs potentially infringing third-party intellectual property rights, and makes no representations or warranties regarding the legality, suitability, or reliability of such generated outputs. Before using generated outputs, you must independently evaluate whether they comply with relevant laws and regulations and whether they may infringe upon the rights of third parties. You assume all risks and liabilities arising from the use of generated outputs, including but not limited to compensation liabilities resulting from infringement of third-party intellectual property rights. In addition, you agree:

3A.7.1 If you know or have reason to believe that specific generated outputs may infringe third-party intellectual property rights, you shall immediately cease using such outputs and take appropriate measures to prevent further infringement.

3A.7.2 You shall not use generated outputs for illegal purposes or any use that may infringe upon third-party rights, including but not limited to redistribution, commercialization, or public display of generated outputs.

3A.7.3 Baidu AI Cloud recommends that you seek professional legal advice when necessary to ensure compliance with legal requirements and avoid infringement risks when using generated outputs.

3A.8. Other Restrictions. You shall not reverse engineer, disassemble, or decompile the AI service, or obtain the source code, model parameters, model weights, or training data of the AI service through any other program or procedure.

3B. CloudFlow Service

3B.1 Definitions

The CloudFlow service, built upon Baidu AI Cloud, provides data migration services to Baidu AI Cloud Object Storage (BOS).

3B.2 CloudFlow Special Service Terms

3B.2.1 To ensure secure data access, you shall create compliant source and destination access keys before using the CloudFlow service. These keys shall only be used for data transmission. After migration completion, you must promptly delete or revoke the key, or ensure source files remain readable by CloudFlow:

3B.2.1.1 You shall create a new read-only permission access key (AK/SK) for the source site data. During data migration, Baidu AI Cloud will use this key to retrieve source site data and upload it to the target bucket.

3B.2.1.2 You shall create a new access key (AK/SK) with read and write permissions for the target bucket. During data migration, Baidu AI Cloud will use this key to upload and verify the migrated data, which will then be stored in your target bucket. If you fail to create a new key as required or do not promptly delete or revoke the key, all resulting consequences and liabilities shall be borne solely by you.

3B.2.2 When using CloudFlow Services, you shall ensure continuous compliance with all personal data and privacy-related laws and regulations, including but not limited to obtaining consent from end users and/or data subjects, as well as rules concerning cross-border transfers of personal data that may apply to your use of CloudFlow services. If you violate applicable laws or regulations, Baidu AI Cloud reserves the right to suspend or terminate the data sync service provided to you, and you shall bear all resulting consequences and liabilities.

3B.2.3 When using the CloudFlow functionality for data migration, you shall independently verify the consistency between the migrated data and the source data. Please note that verifying the consistency between migrated data and source data is your sole responsibility. Baidu AI Cloud assumes no liability for any data inconsistencies discovered after migration completion.

3B.2.4 You understand and acknowledge that inconsistencies may exist between migrated data and source data. Therefore, Baidu AI Cloud specifically reminds you that performing a local backup is necessary and is also an effective way to ensure the security and integrity of your data. You should modify or delete source data only after completing the data migration and confirming its consistency with your original data.

3B.2.5 You understand and acknowledge that the migration speed is affected by factors such as the transmission efficiency of the source end, the size of the files being transferred, and the number of files being transferred, and that slow migration speeds may occur. Baidu AI Cloud shall not be liable for any slow data transmission.

3B.3 Dedicated Service Terms for Hard Disk Migration

3B.3.1 The product service includes, after Baidu AI Cloud has confirmed acceptance of the hard disk migration task, receiving the usable hard disk equipment you have mailed in accordance with your submitted hard disk delivery task, and using the key you provide to upload and verify the migrated data, which will then be stored in your BOS target storage bucket.

3B.3.2 Your and Baidu AI Cloud's Rights and Obligations

3B.3.2.1 The hard disk and data cable are the necessary equipment for your data migration preparation. Depending on your hard disk device, a SATA-to-USB hard disk enclosure may also be required. You are responsible for providing the above equipment and for the round-trip logistics costs, and you retain ownership of such equipment. You are obliged to ensure, before mailing, that the hard disk, data cable, and SATA-to-USB hard disk enclosure (if applicable) required for the migration task are intact and functional. If, after mailing, the equipment is lost in transit or suffers irreparable damage for reasons not attributable to Baidu AI Cloud, Baidu AI Cloud shall bear no responsibility.

3B.3.2.2 Upon receiving the equipment you have mailed, Baidu AI Cloud will first check whether the hardware is intact and readable. If it is unreadable due to logistics issues, inherent defects in the equipment, or other reasons not attributable to Baidu AI Cloud, Baidu AI Cloud will notify you and request that you replace the equipment. Please pay attention to phone calls, text messages, emails, and other notifications from Baidu AI Cloud after-sales support.

3B.3.2.3 Baidu AI Cloud will properly handle the hard disk equipment you provide. If the equipment is damaged due to improper use solely attributable to Baidu AI Cloud, Baidu AI Cloud will be responsible for repairs, and if repairs are not possible, will compensate you with vouchers equivalent to the current value of the damaged equipment (after depreciation). Baidu AI Cloud shall not be liable for compensation for damage caused by force majeure, hardware quality issues, or reasons not attributable to Baidu AI Cloud, such as those caused by the customer or logistics.

3B.3.2.4 Before using the hard disk delivery service, you need to submit a requirements list, including but not limited to the number of hard disks and data cables to be migrated, the amount of data, the average size of data files, and the expected migration time. You must also designate the target region for data migration in advance and plan the data structure accordingly. After completing the above preparations, you should mail the hard disks, data cables, and any other required equipment. If the migration fails or errors occur due to incorrect information you provided, you shall bear sole responsibility.

3B.3.2.5 You shall create an access key (AK/SK) with read and write permissions for the target storage bucket. During data migration, Baidu AI Cloud will use this key to upload and verify the migrated data and store it in your target storage bucket. If you fail to create a new key as required or do not promptly delete or revoke the key, all resulting consequences and liabilities shall be borne solely by you.

3B.3.2.6 When using CloudFlow hard disk migration service, you shall ensure continuous compliance with all personal data and privacy-related laws and regulations, including but not limited to obtaining consent from end users and/or data subjects, as well as rules concerning cross-border transfers of personal data that may apply to your use of CloudFlow hard disk migration service. If you violate applicable laws or regulations, Baidu AI Cloud reserves the right to suspend or terminate the CloudFlow hard disk migration service provided to you, and you shall bear all resulting consequences and liabilities.

3B.3.2.7 Currently, no service fee is charged for performing data migration via the hard disk delivery function itself. For the object storage services and other Baidu AI Cloud computing resources you use after the completion of your data migration, you will be required to pay fees, which shall be charged according to the specific pricing standards applicable to those cloud computing resources.

3B.3.2.8 After copying the designated portion of your data into the specified Baidu AI Cloud Object Storage bucket, you can view the data migration progress through the console. Upon completion of the migration, you must compare the source data with the files in the cloud to confirm data consistency. Please note that verifying the consistency between migrated data and source data is your sole responsibility. Baidu AI Cloud assumes no liability for any data inconsistencies discovered after migration completion.

3B.3.2.9 You understand and acknowledge that due to inherent characteristics of hardware devices and transit risks during mailing, inconsistencies may occur between migrated data and source data. Baidu AI Cloud specifically reminds you that performing a local backup is necessary and is also an effective way to ensure the security and integrity of your data. You should delete the local data only after completing the data migration and confirming its consistency with your original data.

3B.3.2.10 You understand and agree that to ensure data security, Baidu AI Cloud will perform hard disk formatting after migrating data from the hard disk to the cloud and before mailing it back to the address you provided. Baidu AI Cloud specifically reminds you that performing a local backup is necessary and is also an effective way to ensure the security and integrity of your data. You should delete the local data only after completing the data migration and confirming its consistency with your original data.

3B.3.2.11 You understand and acknowledge that the timeliness of completing the data migration cannot be guaranteed. After Baidu AI Cloud signs for the hard disks and other equipment, it will make every effort to arrange the migration according to your expected timeframe; however, the final completion time for the migration cannot be guaranteed due to factors such as the time required for logistics and data migration operations.

3B.3.2.12 You shall bear any losses or legal liabilities arising from your data’s violation of relevant laws or regulations. If such violations cause any losses to Baidu AI Cloud, you shall be liable for compensation.

3B.3.2.13 When mailing hardware devices containing source data, you should carefully select a logistics service provider and take measures — including but not limited to insured shipping and local backups — to protect data security and minimize potential losses.

4. General Provisions

4.1 These Product Terms, together with the terms defined in other Baidu AI Cloud agreements, constitute the complete agreement between you and Baidu AI Cloud regarding the use of Baidu AI Cloud services, govern the use of such services, and supersede any prior written or oral agreements made on the same subject matter.

4.2 You and Baidu AI Cloud are independent contracting parties, and the purpose of these Product Terms is not to create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship.

4.3 You shall take and perform, or cause the relevant parties to take and perform, all further actions, covenants, matters, and documents necessary to give effect to the provisions of these Product Terms.

4.4 If any provision of this Agreement is determined to be invalid or unenforceable by a court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement shall remain entirely unaffected.

4.5 Unless any right or remedy of yours or Baidu AI Cloud is expressly stated to be exclusive, the exercise of such right or remedy by either party shall not affect any other rights or remedies that it may have at law and/or in equity.

4.6 Except for Baidu AI Cloud and its affiliates, no person who is not a party to these Product Terms shall have the right to enforce any provision of this Agreement.

4.7 Unless otherwise provided in the terms and conditions of the relevant Baidu AI Cloud services, under no circumstances shall Baidu AI Cloud be liable for any delay, failure, or interruption in the delivery of content or services via Baidu AI Cloud International that is directly or indirectly caused by acts of nature or forces or causes beyond our reasonable control. Such circumstances include, but are not limited to, internet failures, computer issues (such as computer viruses or 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 of domestic or foreign courts or tribunals, or nonperformance by third parties.

4.8 This Agreement shall be governed by the laws of Hong Kong, China, without regard to its conflict of laws provisions. The parties hereto hereby submit to the exclusive jurisdiction of the Hong Kong courts.