Huawei Smart Vehicle Service User
Agreement
This Huawei Smart Vehicle Service User
Agreement (hereinafter referred to as "Agreement") contains the terms
and conditions under which you access and use your Huawei Smart Vehicle Cloud
account and use the Huawei Smart Vehicle Cloud (hereinafter referred to as
"Services").
This
Agreement is signed by the relevant Party of Huawei Smart Vehicle Service
("Huawei Smart Vehicle Cloud" or "We") as defined in this
Agreement with the entity you represent. If you do not specify an entity
related to your account and services, this Agreement shall be signed separately
with you. If you enter into this Agreement on behalf of an entity, you
represent and warrant to us that you have the legal authority to represent that
entity and to bind that entity to comply with the terms and conditions of this
Agreement. Unless otherwise notified by Huawei Intelligent Vehicle Cloud, this
Agreement shall take effect as of the date of your acceptance. If you and
Huawei Intelligent Vehicle Cloud are mentioned separately in the following
sections, they are called one party. If you are mentioned together, they are
called both parties.
If you subscribe to the Service offline
through us, you may have entered into a separate agreement with us. You
acknowledge and agree that if you are authorized or otherwise authorized to
access and use the Service, you will remain bound by this separate agreement;
In the event that the contents of this Agreement conflict with the contents of
the separate Agreement, the contents of the separate Agreement shall prevail.
1.
Use of services
1.1 Grant of rights. For the purpose of
subscribing to the Services, we grant you a non-exclusive, non-transferable,
non-sublicensable and limited license under the terms and conditions of this
Agreement. You shall comply with this Agreement and the laws and regulations
relating to the services you access. You may allow your end users to access and
use the Service, but you shall hold the end users subject to the terms and
conditions of this Agreement and liable for breach of the Agreement. If you
become aware of any breach of this Agreement by the End User, you will
immediately notify us and take appropriate action to correct such breaches,
including but not limited to suspending or terminating the End User's access to
or use of the Services.
1.2 Your account. To access and use the
service, you must register a Huawei Smart Vehicle Cloud account. When
registering an account, you need to provide true and accurate information. If
your information is changed, update it in your account. You are responsible for
(a) the confidentiality of your account and the security of any passwords,
authentication keys or security credentials used to enable your access to the
Service; and (b) All activities under your account, whether you or your
end-users are responsible. You will notify us immediately if there are any
unauthorized or abuses or any security incidents related to the Service under
your account. You acknowledge and agree that we will not be liable for any
unauthorized or abuse in your Account, unless this is caused by our breach of
this Contract.
1.3 Real-name authentication. Huawei
Smart Vehicle Cloud High-Precision Map Service and you must comply with
relevant laws and regulations for real-name authentication. For some cloud
services, Huawei Smart Vehicle Cloud High-Precision Map Service may require you
to provide further identity information, business qualifications, and
information to complete identity authentication or qualification verification.
You can subscribe to or use related cloud services only after you complete the
identity authentication and qualification verification. You understand and
agree that Huawei High-Precision Map Service has the right to review the
authenticity, accuracy, and validity of the information you provide during
real-name authentication. You know and agree that if you fail to complete
real-name authentication in accordance with relevant laws and regulations and
the requirements of the high-precision map cloud service, you will not be able
to subscribe to or use the high-precision map cloud service or become a cloud
service partner of the high-precision map cloud service, your access to or use
of the high-precision map cloud service of Huawei Smart Vehicle Service will
also be affected.
1.4 Acceptable use policies. In addition
to the terms and conditions of this Agreement, you agree to comply with an
acceptable use policy. This policy is incorporated by reference as part of this
Agreement.
1.5 Your content. You shall ensure that
your content does not violate the terms and conditions of this Agreement and
complies with laws and regulations. You are responsible for the legality,
accuracy, completeness and reliability of your content. As part of the Terms of
Service, you are responsible for obtaining and continuing to retain any notice,
consent or authorization in relation to your Content. Unless otherwise
specified by law, we assume no obligations and responsibilities in relation to
your content.
1.6 Third-party content. The service may
include or provide you with third-party content. Third Party Content may be
subject, if applicable, to separate terms and conditions set out in this
Agreement or in the Terms of Service and Documents. Third Party Content is
provided on an "As-is" and "Currently Available". We do not
make representations or warranties of any form of any third party content, nor
are we liable for any loss, damage, expense or cost of any nature or kind
caused by any third party content.
1.7 Your network and connections. Unless
otherwise agreed in writing by the Parties, you shall (a) ensure that your
network and systems comply with the relevant specifications (if any) provided
by us from time to time; (b) have sole responsibility for the procurement and maintenance
of network and telecommunications connections from your systems to our or any
third party data centers; and (c) At its sole discretion, all problems,
conditions, delays, delivery failures and all other losses, damages,
liabilities, expenses or charges of what nature or kind arising from or in
connection with your network connection, telecommunication connection or the
Internet.
2.
Security and data privacy
2.1 Our security. Subject to the
obligations set forth in Clauses 1.5 and 2.3, we will take appropriate
administrative, physical and technical measures to help you protect the
security and confidentiality of your content stored in the Service Environment.
We will not access or use your content unless it is necessary to provide you
with necessary services or to comply with laws, regulations, or binding orders
from government agencies.
2.2 Data privacy. As part of the
Services, we comply with our Privacy Policy Statement in order to protect the
privacy information you provide to us. We will not migrate your content from
the region of your choice without your consent unless (a) it must be migrated
to comply with applicable laws and regulations or binding orders of government
authorities; (b) for the purpose of providing billing, administration, technical
services or investigating security incidents or breaches of this Agreement. We
may process some data in the data center area where you are using the service,
and we may also process that data in the area where we maintain our operations,
support, and investigative systems and teams.
2.3 Your safety. Subject to section 2.1
above, you are responsible for any security vulnerability and the consequences
of such vulnerability caused by or in connection with your Content, including
but not limited to any virus, Trojan horse, worms or other harmful programming
programs contained in your Content.
4.
Declarations and assurances
4.1 Statement by both parties. Both
parties declare that they have legally and effectively signed this Agreement
and have corresponding rights and authorizations.
4.2 Your Statement and Warranty. You
represent, warrant and undertake (a) that you shall comply with all applicable
laws and regulations relating to your activities under this Agreement; (b) You
shall comply with the Acceptable Use Policy when using the Service; (c) Your
use of the Services shall not infringe the intellectual property rights or any
other rights of any third party.
4.3 Our Limited Warranty. We guarantee
that we will use commercially reasonable efforts and technologies to meet the
SLA requirements during the service period. We are not responsible for (a) any
problems arising from your Content or third party Content or any products
and/or services not provided by us, or (b) any problems arising from the abuse
or modification of the Services or the use of the Services in violation of the
terms of this Agreement and laws and regulations.
4.4 Disclaimer. We do not warrant that
(a) the Service will be error-free or uninterrupted; (b) We will correct all
defects or errors in connection with the Service or prevent any breach or
unauthorized access by all third parties in connection with the Service; or (c)
The Service will be compatible with your Content or any other hardware,
software, systems, services, or data not provided by Huawei. To the extent
permitted by law and unless expressly provided otherwise, we exclude and
expressly reject any warranties, representations, terms, conditions or any
other form of undertaking, whether express or implied, statutory or otherwise, including,
but not limited to, any warranties, representations, terms, conditions or other
commitments for marketability, quality satisfaction, non-infringing or specific
use suitability.
5.
Ownership and restrictions
5.1 Your Content. You and/or your licensor
retain the intellectual property rights in your content. Under this Agreement,
you grant us the right to host, process and/or transmit your content for the
operation and provision of services.
5.2 Services provided. We and/or our
Licensors retain ownership, intellectual property rights and interests in the
Services (including any underlying software program and all parts thereof,
reproductions and modifications), derivatives of the Services and any content
developed or delivered by us or on behalf of us. Unless otherwise expressly
provided in this Agreement, nothing in this Agreement shall be construed as
conferring on you any rights, titles, or interests in or in connection with the
Services.
5.3 Limitations. You may not, or may not,
cause or permit the End User or other person to (a) modify, alter or
manufacture a derivative of the Service; (b) Disassemble, decompile, reverse
engineer, copy any part of the Service, or apply any other program to obtain
the source code of any software contained in the Service; (c) distribute,
resell, sublicense, or transfer the Services, unless otherwise provided in this
Agreement or with the written consent of the Parties; (d) Access to the service
for the purpose of (i) building a competitive product or service; and (ii)
reproducing any feature, function or graphics of the service; or (iii) perform
or disclose any benchmark, safety or performance test of the Service.
5.4 Feedback and Suggestions. If you or
your end users make any feedback, suggestions, requests or comments
("Customer Recommendations") to us or our Affiliates in connection
with the conduct of the Services ("Customer Recommendations"), you
acknowledge and agree that we and our Affiliates have the right to use Customer
Recommendations without restriction, we will retain ownership, intellectual
property rights and interests of, but not limited to, any right to use and
incorporate Customer Recommendations into our Services to develop new features
or to improve the performance, functionality or security of the Services.
6.
Compensation
6.1 Our compensation. If a third party
lodges a claim against you that the services provided by us and used by you
infringe upon the intellectual property rights of the third party, we will
defend you at our own expense and compensate you for the loss, cost and
expenses incurred by the final court judgment or settlement with the third
party, provided that you: (a) promptly notify us in writing of such claims; (b)
agree that we shall take the lead in the defence and reconciliation; (c) To
provide us with all reasonable information, authority and assistance necessary
to defend or resolve the claim. We may, at our sole discretion, modify the part
of the service alleged to be infringed so as not to infringe upon the
functionality of the service, without materially affecting the service; (b) To
obtain a lawful authorization in respect of that part of the service for which
the infringement is alleged; or (c) Terminate the service and refund, with
prior written notice, the prepayment of the unused service. We will not
indemnify you for any claim arising from (a) your use of or in combination with
any other party's software, hardware or content not provided by us; (b) due to
your content, third-party content, or your breach of this Agreement; (c) Caused
by your change of the Service or your use of the Service outside the scope of
use identified in the Service Document (or your use of the Service is contrary
to our guidance); (d) Caused by any modification to the service or the underlying
software that is not operated by us; (e) for the purpose of complying with or
enforcing industry standards or any applicable laws and regulations; (f) You
continue to use the Service after you are notified to stop using the Service
due to a third party's claim; or (g) You may avoid infringement by changing or
upgrading the current version or taking measures recommended by us, but you
fail to cooperate with the update or upgrade to the latest version, or fail to
implement our recommendations.
6.2 Your compensation. You will defend us
at your own expense if a third party makes a claim against us that (a) your
Content or your Content or a combination of your Content used by us under this
Agreement or our Services infringes the intellectual property rights of the
third party, or (b) you use the Services in an unlawful manner or in violation
of the provisions of this Agreement, and indemnify us for losses, costs and
expenses caused by a final court judgment or settlement with a third party,
provided that we (a) notify you of such claims in writing in a timely manner;
(b) agree that you will lead the defence and settlement; (c) To provide you
with all reasonable information, authority and assistance necessary to defend
or resolve the claim. We may, in our sole discretion, suspend or terminate the
Services, this Agreement or the applicable Order Form without refunding any
fees paid. If such claims are directly caused by our breach of this Agreement,
you shall not make any compensation to us.
6.3 Exclusivity relief. This indemnity
clause is the only remedy available to both parties in respect of any
infringement claim.
7.
Confidentiality
7.1 Definition of confidential
information. "Confidential Information" means all information
relating to the Disclosing Party (or its affiliates) disclosed by one party
(the Disclosing Party) to the other (the Recipient) or to employees, officers,
customers or suppliers of the Recipient (or its affiliates) in the course of
the transaction related to this Agreement, whether such information is
disclosed before or after the signing date of this Agreement, and exists in any
media or form (including writing, oral, visual or electronic), whether or not
it is marked or described as "Confidential", or is relevant to the
Disclosure Party (if its affiliates), its employees, officers, customers or
suppliers, and reasonably should be understood as confidential, given the
circumstances in which it is disclosed and the nature of the information.
Confidential Information shall not include the following information: (a)
information which is or will be known to the public otherwise than by reason of
the act or omission of the other party; (b) Was lawfully in possession of the
other party prior to disclosure and did not breach its confidentiality obligations
to the disclosing party; (c) Information lawfully disclosed by a third party to
the other party in respect of which the third party is not obligated to keep
confidential; or (d) Information independently developed by the other party.
7.2 Protection of confidential
information. Each party agrees to keep confidential the other party's
confidential information within the validity period of this Agreement and
within five years thereafter. Neither Party shall disclose the Confidential
Information of the other Party to any person except in accordance with Article
7 or with the prior written consent of the other Party. Each party agrees to
take appropriate measures to protect the other party's confidential information
to a level not less than that of the other party's own confidential
information.
7.3 Disclosure is permitted. The
Recipient may only disclose the Confidential Information to employees, agents
or subcontractors who must be aware of the Information and have a
confidentiality obligation not less than that specified in this Agreement.
Unless otherwise authorized by the other party, both parties may use the other
party's confidential information only for the purposes of this Agreement.
However, one party may disclose the other party's confidential information in
legal proceedings or as required by law.
8.
Limitation of liability
8.1 Limitation of liability. Whether or
not there is any other agreement, we or any of our Affiliates are responsible
for any contract, misrepresentation (whether in tort or statutory), tort
(including negligence) of any of our or any of our Affiliates under this
Agreement and the maximum liability for loss, damage, fine, liability, charges,
litigation, fees, expenses or costs of any nature or kind arising from the
breach of statutory liability or otherwise shall not exceed the amount of the
expenses you actually paid to us for the Services in respect of which the claim
arises during the twelve (12) months prior to the occurrence of such liability.
8.2 Exclusion of liability. In no event
shall either party or its affiliates be liable for indirect or consequential
loss or damage, or damage to revenue, profits, opportunities, customer losses,
goodwill, reputation, data or use of data, arising from or in connection with
this Agreement. Notwithstanding that one party or its affiliates has been
informed of or is aware of the possibility of such damage or loss by the other
party.
9.
Duration, suspension and termination
9.1 Duration. This Agreement shall enter
into force and continue in force on the effective date provided for in this
Agreement unless terminated pursuant to this Clause 9.
9.2 Suspension. We may suspend your right
to access or use the Services if (a) it is reasonably necessary to prevent
unauthorized access to your data; (b) You or your end users violate the
acceptable use policy, this Agreement, or applicable laws and regulations when
accessing and using the service; (c) You have breached your payment
obligations; (d) Your and your end users' access to and use of the Services may
pose security risks to the Services, us, or third parties; (e) Access and use
of the Service by you and your end users may adversely affect the
functionality, availability, or operation of the Service; (f) In accordance
with relevant laws and regulations or requirements of government agencies; (g)
Access to and use of the Services by you and your end users may lead us, our
affiliates or subcontractors to assume responsibility or regulate compliance
risks; (h) You may infringe the intellectual property rights of a third party;
(i) There are reasonable grounds for believing that fraud has been committed;
or (j) You have ceased to carry on business or have entered into bankruptcy,
liquidation, dissolution or similar proceedings. You acknowledge and agree that
(a) the suspension will not exempt you from the obligation to pay the service
fees before and during the suspension period; (b) You will not be entitled to
any refund or service fee waiver for such suspension.
9.3 Termination.
9.3.1 If either party seriously breaches
this Agreement and fails to repair the breach within 30 days after receiving
the notice from the other party, the observing party has the right to terminate
this Agreement.
9.3.2 You acknowledge and agree that in
the event of any of the scenarios described in Clause 9.2(a) to (j), we also
reserve the right to terminate the Service, the related order or this Agreement
immediately and the contents stored in you during the Service may be deleted
immediately.
9.4 Consequences of termination.
9.4.1 Termination of this Agreement shall
not (a) affect the rights and obligations of both parties arising prior to the
Termination Date; (b) Affect the continued validity of Articles 4, 5, 6, 7, 8,
9, 11, 12, 13 and 14 and any provisions necessary for the interpretation or
enforcement of this Agreement; or (c) discharge your obligation to pay the sums
payable under Section 3 of this Agreement or any charges due to us (including
any charges incurred during the suspension) incurred during the validity of
this Agreement, and you shall pay to us all such charges immediately on the
effective date of the termination.
10.
Force Majeure
Neither Party shall be liable for any
act, event, omission or accident arising from an unforeseeable, unavoidable and
insurmountable event, including but not limited to natural disasters (including
earthquakes, storms or other natural disasters), acts of terrorism, war or
war-like acts, civil or riot, electrical, network or communication
interruptions, blockades, embargoes, fire, flood, explosions or malicious
destruction, plant or equipment failures, or any laws, government orders,
rules, regulations, directives, or changes in industry standards. Both parties
will make reasonable efforts to mitigate the impact of the Force Majeure event.
If such an event persists for more than 60 days, either party may cancel the
unfulfilled services and affected orders upon written notice. This section does
not relieve you of your payment obligations under this Agreement.
11.
Application of the law and jurisdiction
11.1 The establishment, validity,
interpretation, performance and dispute settlement of this Agreement shall be
governed by the laws of the People's Republic of China.
11.2 Both Parties agree that this
Agreement is signed in Longgang District, Shenzhen, and agree to submit any
disputes arising out of or related to this Agreement to the court with
jurisdiction in the place where this Agreement is signed for settlement
(including any disputes or claims relating to non-contractual obligations).
12.
Overall Agreement
12.1 This Agreement incorporates policies
and documents by reference (including information quoted in web links or other
policy information quoted) and constitutes the entire agreement between you and
us for the Services. This Agreement supersedes, terminates, and supersedes all
prior or contemporaneous written or oral representations, communications,
understandings, undertakings and agreements (including any incidental contracts
of any nature) between you and us regarding the Services. The Parties expressly
agree that the terms and conditions of this Agreement and the orders used in
this Agreement shall supersede any terms and conditions contrary to this
Agreement, include terms in your tender, proposal, information sheet and in
your order, receipt, receipt, receipt, confirmation, letter or other documents.
12.2 Unless expressly provided in this
Agreement, both parties acknowledge that they have not relied on any oral or
written representations, warranties, or commitments made by the other party
regarding the subject matter of this Agreement before this Agreement takes
effect.
13.
Changes and modifications
13.1 Changes. We may modify or
discontinue the service or modify or remove the features of the service at any
time. We will notify you of any material change or termination of your
subscribed services by posting a notice on our website or by other means. We
may also update the SLA in accordance with Article 13.2.
13.2 Modify. We may notify you to publish
a revised version of this Agreement, including the documents and policies
mentioned in the Agreement, by uploading a revised version on the Website or
otherwise. Unless otherwise provided in the updated version, document or
policy, the revised terms will take effect upon publication or notice. You need
to check these terms online regularly. If you continue to use the Service after
the Terms Modification takes effect, it will be deemed that you accept the
Terms Modification.
14.
Supplementary Provisions
14.1 Relationships. Both parties are
independent parties. This Agreement does not create a partnership, joint
venture, agency or employment relationship between the parties.
14.2 Non-transferable. You may not assign
or otherwise assign, in whole or in part, this Agreement to any third party,
including your Affiliates, without our prior written consent. We may transfer
or transfer any rights or obligations under this Agreement to our Affiliates
without your consent. We will inform you through a website notice or other
channels before the transfer takes effect.
14.3 There are no third-party
beneficiaries. Except as otherwise expressly provided in this Agreement,
non-parties shall not enforce any terms hereunder.
14.4 Service monitoring. We may
continuously monitor the Services in the following situations: (a) operate and
provide services, (b) detect and address threats to the functionality,
security, integrity, and availability of the Services, (c) support your service
requests, and (d) detect illegal activities or violations of acceptable use
policies and this Agreement, our sustainable monitoring service.
14.5 Exports. Both parties shall comply
with applicable export control laws and regulations of the United Nations,
China, the United States and other countries. You represent and warrant that
you and/or your end-users are not subject to sanctions and are not parties to
any other prohibited lists or restrictions, including, but not limited to,
lists established by the UN Security Council, the United States Government, the
EU and its Member States. You shall be fully responsible for complying with the
provisions relating to your subscription, access, and use of the Services,
including, but not limited to, your content uploaded, processed, provided
and/or made available to your end users.
14.6 Financial compliance. You warrant
and undertake that 1) you or the company you represent, its subsidiaries,
directors, management personnel, and, to the best of your knowledge, its
shareholders, affiliates, agents or employees, whether natural persons or
entities, are not restricted; 2) Any funds provided or to be provided by you or
the company/entity you represent under this Agreement shall not be directly or
indirectly linked to restricted objects or to any activities that may violate
applicable laws/regulations, such as money laundering, terrorist financing,
etc. Any funds you have received or will receive under this Agreement shall not
be used directly or indirectly to support or facilitate any activity that
violates applicable laws/regulations, including activities that may result in a
sanction breach by either party or are prohibited by the sanctions; (3) You
shall assume all liabilities or damages incurred by Huawei Smart Vehicle Cloud
due to any false representations or failure to fulfill the above commitments,
including but not limited to any loss, penalty, penalty, cost, expense, and
legal fees that Huawei Smart Vehicle Cloud may suffer.
For the purposes of this article,
restricted objects are: 1) persons on or under the control of, or acting as
agents/representatives of, a person on a sanctions list; 2) Located or
permanently resident in or registered in a country under comprehensive
sanctions; 3) Sanctioned objects that are prohibited from conducting related
transactions, activities, or business dealings with them according to relevant
laws and regulations. Sanctions refer to any applicable economic sanctions
laws, regulations, or restrictive measures formulated, administered, or
implemented by the Office of Overseas Assets Control of the US Treasury, the US
Department of State, the United Nations Security Council, the European Union,
and other relevant government agencies and departments (the "sanction
agencies"); Sanction lists are the sanctions lists published by sanctions
agencies, including but not limited to the (Specially Designated Nationals and
Blocked Persons list) issued by the Office of Foreign Assets Control (OFAC) of
the US Treasury and the Consolidated List of Financial Sanctions Targets
published by the United Kingdom Treasury.
14.7 Notification. We may notify you by
website, email or text message in accordance with the provisions of this
Agreement. Notices we send via the Website will take effect after they are
posted, notices posted via email will take effect when we send the email
(whether you receive or read it or not), and text messages will take effect
when they are sent. You are responsible for updating your email address or
phone number in a timely manner.
14.8 Customer Quotation. In view of the
services we provide to you, you agree that we may indicate that you are our
customer in sales and marketing materials and activities and use your trademark
for this purpose.
14.9 No abstentions. Failure to enforce
any of the terms of this Agreement shall not constitute a waiver thereof or
limit the right to enforce them in the future. Any waiver by either party of
any provision in breach of this Agreement shall not be deemed to be a waiver of
the right to pursue subsequent breaches of that provision or of any other
provision.
14.10 Severability. If any provision of
this Agreement is deemed invalid or unenforceable, the other provisions of this
Agreement shall remain in force. Any invalid or unenforceable terms will be
replaced by another term consistent with the purpose and intent of this
Agreement.
15.
Protocol Definition
15.1 "Acceptable Use Policy"
means the acceptable use policy incorporated in this Agreement by reference,
and we have the right to update the acceptable use policy from time to time at
our sole discretion.
15.2 "Affiliated Party" means
any person who directly or indirectly controls, is controlled by, or is under
common control with, a Party. For the purposes set forth above,
"Control" means that the Related Party has the power to determine the
management direction and policy direction of the Party, through equity or
voting rights, contracts or otherwise.
15.3 "End User" means any
person that you allow access and use of the Services and/or to access and use
Your Content.
15.4 "Huawei Party" Huawei
Technologies Co., Ltd.
15.5 "Intellectual Property
Rights" means (a) patents, inventions, designs, copyrights and related
rights, database rights, trademarks, service marks and trade names (whether or
not registered), and the right to apply for registration; (b) Domain name
exclusive rights; (c) Professional knowledge and confidential information; (d)
Applications, extensions and renewals relating to any of the above-mentioned
rights; (e) All other rights of a similar nature or equivalent effect which
currently exist anywhere in the world.
15.6 "Order" or "Order
Table" means an order that you order a Service online or offline.
15.7 The Privacy Statement is
incorporated into the Privacy Statement in this Agreement by reference. We have
the right to update the Privacy Statement from time to time at our discretion.
15.8 "Services" means services
in the catalogue of our Sites.
15.9 "Terms of Service" means
the terms of service incorporated in this Agreement by reference, and we have
the right to update the terms of service at any time at our sole discretion.
15.11 "Tax" means all kinds of
taxes imposed by law on an entity by reason of the existence of this Agreement
or any local agreement, including but not limited to income tax, withholding
tax, property tax, capital gains tax, value added tax, goods and services tax,
service tax, business tax, surcharge, duty and other similar charges (whatever
name). "Withholding Party" means the party which is required by law
to deduct or make any payment under this Agreement.
15.12 "Third Party Content"
means any third party software, data, interfaces or other products that you
install, use, or download in connection with the Services.
15.13 "Your Content" means all
data (including personal data), software, devices, text, images, videos, audio,
photographs, third-party applications, information, materials transmitted,
stored or processed by you and/or your End Users on the Services in any format.
Our materials, data and information do not belong to you.
15.14 "Website" refers to the
official website of Huawei Smart Vehicle Service.
Updated: August 2020
Attachment:
Cloud Service Level Agreement
This Service Level Agreement (SLA) is an
integral part of the Huawei Smart Vehicle Service User Agreement signed between
you and Huawei Smart Vehicle Cloud. Terms defined in this Agreement have the
same meaning under this SLA, except as otherwise defined in this SLA. In the
event of any conflict or inconsistency between the terms and conditions of this
SLA and those of this Agreement, this SLA shall prevail, but only to the extent
of such conflict or inconsistency.
Huawei Smart Vehicle Cloud will modify
the SLA in a timely manner. However, within your subscription period, Huawei
Smart Vehicle Cloud will not modify your SLA terms in a way that substantially
lowers the service level. If you renew the Service, the version of the SLA that
applies at the time of renewal will apply to your renewal period. By continuing
to provide services, you agree to the SLA applicable at that time.
General Terms
8.1 Definitions
Services: For
the purposes of this SLA, services mentioned in this SLA refer only to the
cloud services listed below.
Service
period: A service period is a calendar month.
Total duration
of a service period: Total number of days in each service period x 24 (hours) x
60 (minutes)
Service
Unavailable: will be defined for each service in the Service-Specific Terms
below. Service Unavailability does not include the occurrence of service
unavailability due to the restrictions described below and the restrictions in
the specific terms of the service.
Service
Unavailability Time: indicates the total service unavailability time within a
service period. If the service unavailability time is less than one month, the
service unavailability time is counted as one month. The service unavailability
time cannot be counted repeatedly. That is, the service unavailability time in
each service period is not counted into the service unavailability time in the
next service period.
Service
availability refers to the service availability rate promised for the services
specified in this SLA within a service period.
Monthly
service fee: indicates the total service fee paid by a customer for the service
within a service period (calendar month). If a customer pays the service fees
for multiple service periods at a time, the monthly service fee is prorated
based on the number of months that the customer purchases.
2.
Compensation
Compensation
method: If Huawei Smart Vehicle Cloud does not meet the service availability
promised in this SLA, you can apply for compensation in accordance with this
SLA. The compensation is the full and only compensation provided by Huawei
Smart Vehicle Cloud to you for the failure to meet the service availability
commitment.
Compensation
application time limit: You can submit a compensation application for a cloud
service that does not meet the service availability commitment after the bill
of each service period is settled. The compensation application must be
submitted within two (2) months after the service period ends. Claims for
compensation beyond the time limit will not be accepted. Huawei Smart Vehicle
Cloud will evaluate your application and decide whether to apply the
compensation based on the SLA and the integrity principle.
3.
Limitations
Unavailability caused by the following
situations shall not be counted as service unavailability time:
1) Force majeure;
2) Your services are suspended or
terminated in accordance with laws and regulations, as required by regulatory
authorities, or in accordance with the agreement and the policies cited in the
agreement.
3) The fault is caused by you or a
third party.
(4) Routine maintenance of the system
or service;
5) You do not use the service
according to the service usage document or operation guide.
6) Service unavailability due to
reasons of the network operator.
Service
Specific Terms
High-precision map cloud service
1. Definitions
Service unavailability: indicates that the
high-precision map service cannot be logged in to for more than 5 minutes due
to the high-precision map service. The unavailability time less than 5 minutes
is not counted.
2. Service availability
The service availability rate per service cycle is
calculated as follows:
Service availability rate per service period = (Total
duration of the service period – Service unavailability duration of the service
period)/Total duration of the service period x 100%
Service availability commitment:
The high-precision map service uses reasonable
commercial and technical efforts to ensure that the periodic service
availability rate of the high-precision map service is not lower than 99%.
3. Service compensation
If the high-precision map cloud service availability
does not meet the preceding commitment, you will be compensated according to
the following table.
Service availability |
Cash Coupon Compensation Amount |
97% ≤ Service availability < 99% |
10% of monthly service charge |
95% ≤ Service availability < 97% |
20% of monthly service charge |
Service availability < 95% |
50% of monthly service charge |