Baidu AI Cloud International Online Billing Agreement

[No.:                                   ]

I. Party A has purchased the following products/services provided by Baidu AI Cloud through the account [Account ID] registered on the Baidu AI Cloud International official website (intl.cloud.baidu.com):

Note:

1. For postpaid products, the unit price and amount payable shall be subject to the actual bill issued by Baidu AI Cloud.
2. The amount payable of the product/bill is the actual payment due by Party A after enjoying any discounts provided by Baidu AI Cloud.

II. Party A Shall Make Timely Payments

1. If Party A purchases a service on a pre-paid basis, Baidu AI Cloud will provide the service only after Party A has paid the full service fee. If Party A fails to make payment in a timely manner, the order will automatically expire 7 days after placement. If Party A wishes to continue using the service after its expiration, Party A must pay the renewal fee in advance to extend the service. Before using Baidu AI Cloud products and services, Party A must top up its account balance in advance. When purchasing a service, Baidu AI Cloud will deduct the service fee from Party A’s account. If the account balance is insufficient to cover the service fee, Baidu AI Cloud reserves the right to refuse to provide the service to Party A.
2. If Party A purchases a service on a post-paid basis, such as pay-as-you-go or pay-per-use, Party A may activate the service first. Baidu AI Cloud will, depending on the service type, automatically calculate the usage for the preceding billing cycle on an hourly, daily, or monthly basis, and deduct the corresponding service fees from Party A’s Baidu AI Cloud account balance. If Party A’s account balance is insufficient to cover the fees, Baidu AI Cloud shall have the right, starting from the date of the first failed deduction (i.e., the day following the end of the relevant billing cycle when the balance was insufficient), to require Party A to pay late payment penalties and/or interest, and shall also have the right to terminate at any time the related services already subscribed to by Party A. The specific deduction rules and billing items shall be subject to the information published on the Baidu AI Cloud International website (intl.cloud.baidu.com).
3. If Party A's purchased goods/services involve the payment methods regarding Reserved Instance, the terms for Reserved Instance are as follows:

3.1 Party A understands and acknowledges:

(1) Party A and Party B, by signing this Agreement, have reached a consensus that the billing method under this Agreement shall be "Reserved Instance". Party A undertakes to consume, in accordance with the provisions of this Agreement, the usage duration and quantity specified herein, and midway unsubscription (including early termination, cessation, or suspension of the Agreement, hereinafter collectively referred to as “midway unsubscription”) is not supported. On this basis, Party B has reserved and locked all resources, made dedicated configurations, and, at the time of Party A’s purchase of the products, granted Party A a special discount (if any). If Party A unsubscribes midway, all reserved resources will be wasted, and the prerequisite for Party B to grant Party A a discount will no longer exist. Party A shall pay the full product amount at the pre-discount unit price for the reserved period (referred to as the "payable unsubscription fee").

(2) Party A and Party B acknowledge and confirm that, upon signing of this Agreement, Party B will immediately commence various preparatory work to fulfill Party A’s commitment under this Agreement for the Reserved Instance products. Such work includes, but is not limited to, advance procurement of servers and other hardware, pre-configuration of bandwidth, optical fibers, and special software, coordination of data centers, and arrangement of dedicated professional personnel. Party B will invest significant manpower and material resources in advance, and, due to the scarcity of computing resources, signing this Agreement will cause Party B to lose other potential customers who have demand for the same products and time period as stipulated in this Agreement. If Party A unsubscribes midway, the subsequent resources cannot be allocated to other customers and will be entirely wasted. Therefore, Party A commits to consuming resources in accordance with the provisions of the Reserved Instance in the agreement. If Party A unsubscribes midway, it shall pay Party B the payable unsubscription fee. Party A acknowledges that if Party A unsubscribes midway, the losses incurred by Party B in various preparations, hardware depreciation, and lost potential benefits from other customers under this Agreement are substantially equivalent to the "payable unsubscription fee" stipulated in the Agreement, and such stipulations are fair and reasonable.

(3) Party A and Party B reach a consensus by signing this Agreement. If the products and services procured under this Agreement are exclusively customized by Party A's specific requirements (including hardware, software, configuration, etc., collectively referred to as "specific services"), the following terms shall apply to Party A's commitment regarding Reserved Instance:

As stipulated in the agreement, if the actual consumption reaches the agreed usage duration and product/service volume specified in the agreement, midway unsubscription (including early termination, cessation, or suspension of the Agreement, hereinafter collectively referred to as “midway unsubscription”) is not supported. On this basis, Party B has pre-customized and locked all Reserved Instance resources, made dedicated configurations, and, at the time of Party A’s purchase of the products, granted Party A a special discount (if any). If Party A unsubscribes midway, all reserved resources will be wasted, and the prerequisite for Party B to grant Party A a discount will no longer exist. Party A shall pay Party B the fees based on the pre-discount unit price multiplied by the total number of Reserved Instance products stipulated in the agreement (referred to as "payable unsubscription fee").

Party A and Party B acknowledge and confirm that, upon signing of this Agreement, Party B will immediately commence various preparatory work to fulfill Party A’s commitment under this Agreement for the products corresponding to the Reserved Instance. Such work includes, but is not limited to, advance customization of servers and other hardware, pre-configuration of bandwidth, optical fibers, and special software, coordination of data centers, and arrangement of dedicated professional personnel. Party B will invest significant manpower and material resources in advance for these tasks. If Party A unsubscribes midway, Party B cannot use or resell the resources to any party, resulting in complete idleness or waste. Therefore, Party A commits to consuming according to the terms related to the Reserved Instance in the agreement. If Party A unsubscribes midway, it shall pay Party B the "payable unsubscription fee". If this is insufficient to cover Party B's losses, additional compensation shall be made. Party A acknowledges that if it unsubscribes midway, Party B's losses incurred from various preparations to fulfill this Agreement and the loss of potential benefits from other customers far exceed the "payable unsubscription fee".

3.2 If Party A fails to make timely payments as agreed in the order for more than 30 (thirty) days, Party B reserves the right to immediately terminate the service.

3.3 After Party A places an order via the Reserved Instance, Party B begins reserving resources and providing services for Party A, and billing for the Reserved Instance commences from the moment it takes effect. If Party A delays or fails to deduct actual instances after purchasing a Reserved Instance product, Party A shall normally pay the fees incurred during this period.

4. If the products and services purchased by Party A involve the charge type of spot instance, the terms regarding spot instances are as follows:

Before using the charge type of spot instance, Party A has prudently assessed and confirmed that its business type is suitable for spot instances.

Party A acknowledges that its spot instances will be immediately deleted and data purged upon reclamation. Before Party B reclaims Party A's spot instance, Party A may also terminate the service at any time by shutting down the instance. Party A must consistently oversee the status of its spot instances to determine if they enter a reclaimable state, ensuring its timely data migration, business backups, or rebidding to acquire new spot instances. Party A understands and confirms that it shall be solely responsible for data migration and backup of spot instances. If Party A fails to make payments as agreed, Party B will immediately terminate the service, delete the instance, and clear the data. Party A understands and confirms that in terms of products and services corresponding to spot instances, Party B makes no commitments regarding the reliability or availability of such products and services.

III. If Party A fails to pay the full service fees as agreed, Baidu AI Cloud reserves the right to withhold services and/or technical support, or unilaterally refuse, suspend, or terminate the provision of product services to Party A. Meanwhile, Baidu AI Cloud reserves the legal right to pursue outstanding payments.

IV. Top-up: Party A may remit the service fees via bank transfer to top up its Baidu AI Cloud account. The specific rules shall be subject to those published on the Baidu AI Cloud International website.

V. For any rights and obligations related to the aforementioned services not stipulated in this billing agreement between Party A and Baidu AI Cloud, the online agreements mutually confirmed by both parties during Party A's registration—such as the "Baidu AI Cloud International User Service Agreement," "Baidu AI Cloud International Terms of Use," and "Baidu AI Cloud International Product and Service Terms"—shall prevail. The confirmation methods include, but are not limited to, signatures by both parties or online click-through confirmation by Party A during registration or product/service ordering.

VI. Both parties agree that if they separately reach an offline agreement regarding the products/services covered by this billing agreement, and its content conflicts with this billing agreement, the offline agreement shall prevail.