(Version: July 2019)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
These Alibaba Cloud Partner Network (“ACPN”) Partner Terms (as published from time to time on the Alibaba Cloud Platform) (the “ACPN Terms”) set forth the terms and conditions governing your application and certification as an ACPN Partner and your participation in the ACPN Program (“Program”) on the Alibaba Cloud Platform. The ACPN Terms form a legally binding agreement between you as an ACPN Partner appointed by Alibaba Cloud (referred to as “ACPN Partner”, “you”, or “your” hereafter) and the relevant Alibaba Cloud entities, depending on your location (“Alibaba Cloud”, “we”, “us”, or “our” hereafter).
The Alibaba Cloud contracting entity that you are contracting with is Alibaba Cloud (Singapore) Private Limited if you are a resident in or have indicated that, at the time of your application to be an ACPN Partner, your billing address is an address in any jurisdiction outside of Europe, the United States of America, or India. If you are a resident in or have indicated that, at the time of your application to be an ACPN Partner, your billing address is an address within Europe, you are contracting with Alibaba.com (Europe) Limited. If you are a resident in or have indicated that, at the time of your application to be an ACPN Partner, your billing address is an address in the United States of America, you are contracting with Alibaba Cloud US LLC. If you are a resident in or have indicated that, at the time of your Account registration, your billing address is an address within India, you are contracting with Alibaba Cloud (India) LLP.
2) Application and Acceptance of the ACPN Terms
To become an ACPN Partner, it is a condition that you must meet all the eligibility requirements and pass the relevant evaluations specified in the Alibaba Cloud Partner Network Program Guide (“ACPN Program Guide”), and/or any other requirements which may be notified to you at the point of application. Alibaba Cloud reserves the right to reject your application in the event that Alibaba Cloud, in our sole discretion, determines that you do not meet any of the eligibility requirements or that you are unsuitable for certification as an ACPN Partner.
4) ACPN Partner Application and Verification
5) Program Benefits
a) If you are accepted into the Program, depending on the ACPN Partner tier you have been certified for, you may receive certain benefits as described in the ACPN Program Guide. Any benefits you receive in connection with the Program shall be governed by these ACPN Terms and the ACPN Program Guide.
b) You shall pay the applicable fees identified in the ACPN Program Guide to participate in the Program and receive Program benefits. All such fees paid to Alibaba Cloud or its affiliates in connection with the Program will be non-refundable.
6) Publicity and Marketing
a) In connection with your certification as an ACPN Partner, we may list your name, website, and other general contact information on the Alibaba Cloud Platform, and you consent and authorize us to do the same.
b) In respect of any trade mark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us (collectively, “ACPN Partner Marks”) in connection with the Program, you grant to us and our affiliates a worldwide, perpetual, irrevocable, non-exclusive, assignable, royalty free, fully paid-up and transferable license to do all acts comprised in the Intellectual Property Rights in respect of such ACPN Partner Marks, including without limitation the rights to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute or develop the same in all forms of media whether now known or in the future invented, which may include usage on the Alibaba Cloud Platform, customer lists, commercial presentations, flyers, brochures, newsletters, and other similar resources.
c) In respect of any other text, images, web content, audio, video, or other content you provide to Alibaba Cloud as part of the Program, including any case studies, testimonials or customer references (“Additional Materials”), you retain any rights you may have in any Additional Materials but hereby irrevocably grant Alibaba Cloud and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, assignable, royalty free, fully paid-up and transferable license to do all acts comprised in the Intellectual Property Rights in respect of such Additional Materials, including without limitation the rights to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute or develop the same in all forms of media whether now known or in the future invented, for the purposes of administering the Program, providing you and your end users the use of the Alibaba Cloud Platform and the Additional Materials, hosting your Additional Materials on the Alibaba Cloud Platform, facilitating all administrative arrangements relating thereto, and to improve the Alibaba Cloud Platform.
d) You represent and warrant that you have all the rights in your ACPN Partner Marks and Additional Materials necessary to grant the above licenses to Alibaba Cloud. You undertake to ensure that all ACPN Partner Marks and/or Additional Materials provided to Alibaba Cloud Platform are lawful, accurate, complete, not misleading, and do not infringe any third party’s Intellectual Property Rights.
e) “Intellectual Property Rights” shall mean: (a) all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented; (b) all rights under licenses, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (a) above; (c) all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist; (d) all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and (e) all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.
7) Identifying yourself as an ACPN Partner
a) You may not issue any press release or other public statement with respect to your participation in the Program or your certification as an ACPN Partner without our prior written consent.
b) If your participation in the Program and ACPN Partner tier qualifies as described in the ACPN Partner Guide (each qualified partner, a “Badge Partner”), we may make available to you a certificate that identifies you as a Program participant (the “ACPN Partner Badge”), which we may modify from time to time. Alibaba Cloud grants Badge Partners a non-exclusive, worldwide, royalty-free, revocable license to display the most recent version of the ACPN Partner Badge on their website or in their own offline materials (e.g., in any printed material, mailing, or other document) solely to identify their participation in the Program.
c) You shall not use the ACPN Partner Badge outside the scope of the foregoing license, and any such use requires our prior written permission. You may not modify the ACPN Partner Badge in any way. You may not transfer, assign or sublicense your limited permission to use the ACPN Partner Logo to any other person or entity.
d) When using the ACPN Partner Badge, you shall follow any applicable brand usage guidelines as may be prescribed in the ACPN Partner Guide or as notified to you, as may be updated from time to time. We may revoke your license (if any) to use any ACPN Partner Badge at any time by giving you written notice. We reserve all rights in the ACPN Partner Badge and related Intellectual Property Rights and, except as expressly described in this Clause, no rights to the ACPN Partner Badge or related Intellectual Property Rights are transferred or licensed pursuant to these ACPN Terms. For the avoidance of doubt, if you do not qualify as a Badge Partner, you may not refer to yourself as a “partner” of Alibaba Cloud, an “ACPN Partner” or a participant of the Program, and you may not use the ACPN Partner Badge.
8) Use of Program Content
a) Alibaba Cloud may provide to you as a Program benefit text, images, web content, audio, video, or other content through a variety of means including through the Alibaba Cloud Platform and third-party websites and software (“Program Content”).
b) We own and reserve all right, title, and interest in and to the Program Content. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to reproduce and distribute the Program Content during the term of these ACPN Terms solely for the purpose of marketing the Alibaba Cloud Platform’s products and services to your customers. Except as provided in this Clause, you obtain no rights under these ACPN Terms from us to the Program Content, including any related Intellectual Property Rights.
c) You agree that you will not use the Program Content in any manner or for any purpose other than as expressly permitted by these ACPN Terms. You may not and may not attempt to: (a) except as permitted in Clause 8)b), use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; or (b) modify, alter or otherwise create derivative works of any Program Content.
9) ACPN Partner Obligations
i) ensure that you continually meet the requirements applicable to your ACPN Partner tier as set out in the ACPN Program Guide;
ii) provide the relevant services to Alibaba Cloud Platform end users as may be applicable to your ACPN Partner tier as set out in the ACPN Program Guide. Alibaba Cloud shall not be liable to your end users for your provision of services (including support services) to such end users;
iii) comply with any and all applicable laws and regulations when using the Alibaba Cloud Platform and providing services to your end users;
iv) notify Alibaba Cloud in the event of any changes or updates to the Supporting Documents provided to us; and
v) in the event that you cease to remain certified as an ACPN Partner, you shall be responsible for notifying your end users accordingly.
10) Alibaba Cloud’s Rights
a) Alibaba Cloud may suspend or terminate all or part of the Program at any time in its sole discretion. Alibaba Cloud has the right to change, upgrade, modify, limit or suspend the Alibaba Cloud Platform or any of its related functionalities or applications at any time temporarily or permanently. Alibaba Cloud may change, amend or modify Program benefits applicable to ACPN Partners at any time in its sole discretion.
b) You acknowledge that any services, support, materials or manpower provided by Alibaba Cloud under the Program, as well as the Alibaba Cloud Platform, are provided on an “as is”, “as available” and “with all faults” basis.
c) Subject to any specific terms applicable to the Alibaba Cloud Platform, you hereby agree that to the maximum extent permitted by applicable law, in no event shall Alibaba Cloud be liable to you or any third parties for any inability to use the Alibaba Cloud Platform (whether due to disruption, changes to or termination of the Alibaba Cloud Platform or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, any services, support, materials or manpower provided by Alibaba Cloud under the Program, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Alibaba Cloud Platform.
d) Alibaba Cloud shall have the right to assign and/or novate any part of or all of these ACPN Terms to any person or entity (including any affiliates of Alibaba Cloud). Alibaba Cloud may by written notice to you (which may be posted on the Alibaba Cloud Platform) require such novation of the ACPN Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon Alibaba Cloud shall be released and discharged from all of its obligations under these ACPN Terms, as well as all claims, actions and demands arising under these ACPN Terms up to the time of such novation. You may not assign, in whole or part, any of the ACPN Terms to any person or entity.
11) End Users’ Information
b) You may not use end user information for any other purposes or disclose such information to any third party unless it is necessary for you to perform your obligations under these ACPN Terms or the Terms. You shall comply with all applicable data protection laws in your collection, use, disclosure or processing of such end user information.
a) These ACPN Terms will continue until earlier lawfully terminated or as terminated in accordance with this Clause 12). These ACPN Terms will automatically terminate if your certification as an ACPN Partner is not renewed with or by Alibaba Cloud.
b) Without prejudice and in addition to its rights and remedies at law or equity, Alibaba Cloud may suspend or terminate your participation in the Program and/or your certification as an ACPN Partner, immediately upon notice to you if, in the sole opinion of Alibaba Cloud, you have engaged in any of the following:
i) breached these ACPN Terms or the Terms;
ii) failed to pay the relevant fees applicable to your ACPN Partner tier;
iii) failed to meet the requirements applicable to your ACPN Partner tier under the ACPN Program Guide;
iv) used the Alibaba Cloud Platform in a way that poses a security or system stability risk to the Alibaba Cloud Platform or any third party;
v) used the Alibaba Cloud Platform in a way that subjects, or will subject, Alibaba Cloud or its affiliates to liability;
vi) engaged in any fraudulent, deceptive or unlawful act; or
vii) become the subject of any bankruptcy, reorganization,
liquidation, dissolution or similar proceedings.
b) In the event of the termination and/or expiry of these ACPN Terms for any reason whatsoever:
i) you shall cease use of any Program Content and the ACPN Partner Badge, and all licenses granted to you in respect of the same shall automatically terminate;
ii) you shall delete any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. in your possession which has been made available to you via the Program (including any Program Content);
iii) you will lose access to any Additional Materials you have provided to Alibaba Cloud, and Alibaba Cloud will delete any such Additional Materials hosted on the Alibaba Cloud Platform at Alibaba Cloud’s sole discretion unless retention is required under applicable law;
iv) the license granted by you to Alibaba Cloud to use your Additional Materials described in Clause 6)c) shall continue notwithstanding such suspension or termination; and
v) any clause which by reasonable implication is intended to survive termination of these ACPN Terms shall survive the expiry or termination of these ACPN Terms.
You warrant, represent and undertake that:
i) You or your licensors own any and all right, title, and interests in and to the Additional Materials;
ii) You have the right, power and authority to enter into these ACPN Terms, to join the Program and to operate your Account; and
iii) You will provide all services to Alibaba Cloud Platform end users and discharge your obligations hereunder with reasonable care and skill, in accordance with best industry practices.
a) You will defend, indemnify, and hold harmless Alibaba Cloud, its affiliates, licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim concerning your:
i) use of the Alibaba Cloud Platform;
ii) provision of your services to end users;
iii) breach of the ACPN Terms and/or the ACPN Program Guide;
iv) breach of any applicable laws; and/or
v) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third party rights in respect of any Additional Materials or by the use, development, design, production advertising or marketing of the Additional Materials.
b) Alibaba Cloud will promptly notify you of any claim subject to the above, but Alibaba Cloud’s failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. Alibaba Cloud reserves the right to assume control of the defense and settlement of the claim at any time.
15) Disclaimers and Limitation of Liability
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALIBABA CLOUD PLATFORM, THE PROGRAM AND ASSOCIATED SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALIBABA CLOUD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR THAT THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA, OR THAT SERVICE SUPPORT PROVIDED WILL MEET A PARTICULAR SERVICE LEVEL, OR THAT OPPORUTNITY ASSISTANCE IN ANY OF YOUR PROJECTS WILL ACHIEVE A PARTICULAR RESULT.
b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIBABA CLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PROGRAM.
c) The Alibaba Cloud Platform and/or the Program may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall Alibaba Cloud and its affiliates be held liable for any such services or products.
d) Alibaba Cloud shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
i) the use or the inability to use the Alibaba Cloud Platform or to enjoy the benefits of the Program;
ii) unauthorized access by third parties to data or private information of you;
iii) statements or conduct of any user of the Alibaba Cloud Platform; or
iv) any other matter relating to the Alibaba Cloud Platform and/or the Program however arising, including negligence.
e) Save only for any warranties, representations, conditions and undertakings by Alibaba Cloud expressly set forth in this Agreement, Alibaba Cloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
f) Notwithstanding anything in these ACPN Terms except the foregoing paragraph and this paragraph, the aggregate liability of Alibaba Cloud, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with the Program and/or the Alibaba Cloud Platform or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, USD100. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against Alibaba Cloud in respect of any of the matters referenced in the foregoing paragraph and this paragraph must be filed within one (1) year from the date the cause of action arose.
a) These ACPN Terms constitute the entire agreement between you and Alibaba Cloud with respect to your participation in the Program and your application and/or certification as an ACPN Partner, superseding any prior written or oral agreements in relation to the same subject matter herein.
b) You and Alibaba Cloud are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these ACPN Terms.
c) If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
d) Alibaba Cloud’s failure to enforce any right or failure to act with respect to any breach by you under this Agreement will not waive that right nor waive Alibaba Cloud’s right to act with respect with subsequent or similar breaches.
e) Unless a right or remedy of you or Alibaba Cloud is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
f) You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these ACPN Terms.
g) Save for Alibaba Cloud and its affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) to enforce any term of these ACPN Terms.
h) Unless otherwise provided in the terms and conditions of the relevant Alibaba Cloud Platform, under no circumstances shall Alibaba Cloud be held liable for any delay or failure or disruption of the content or services delivered pursuant to the Program and/or through the Alibaba Cloud Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
i) These ACPN Terms shall be governed by the laws of Singapore without regard to its conflict of law provisions. The parties to these ACPN Terms hereby submit to the exclusive jurisdiction of the courts of Singapore.
17) Changes and Updates
We may update or change these ACPN Terms from time to time by posting updated ACPN Terms on the Alibaba Cloud website without notice to you, or sending you an updated version of these ACPN Terms. You shall be responsible for checking these ACPN Terms from time to time. Your continued use of the Alibaba Cloud Platform and participation in the Program after the publication of the amended and restated ACPN Terms shall be deemed as your acceptance of such amended ACPN Terms.