These Alibaba Cloud Academy Membership (“ACAM”) Terms as published from time to time on the Alibaba Cloud Platform (the “ACAM Terms”) set forth the terms and conditions governing your purchase, membership, subscription and use of the ACAM Program (the “Program”) on the Alibaba Cloud Platform. The ACAM Terms form a legally binding agreement between you as a member of the Program (referred to as “Member”, “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 registration to be a Member of the Program, your billing address is an address in any jurisdiction outside of Europe, the United States of America, India, or Malaysia. If you are a resident in or have indicated that, at the time of your registration to be a Member of the Program, your billing address is an address within United Kingdom, Switzerland, or any other jurisdiction in Europe but outside the European Economic Area, you are contracting with Alibaba.com (Europe) Limited. If you are a resident in or have indicated that, at the time of your registration to be a Member of the Program, your billing address is an address within the European Economic Area, you are contracting with Alibaba (Netherlands) B.V. If you are a resident in or have indicated that, at the time of your registration to be a Member of the Program, 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 registration to be a Member of the Program, your billing address is an address within India, you are contracting with Alibaba Cloud (India) LLP. If you are a resident in or have indicated that, at the time of your registration to be a Member of the Program, your billing address is an address within Malaysia, you are contracting with Alibaba Cloud (Malaysia) Sdn. Bhd.
1. Definitions
Unless otherwise defined herein, capitalized terms used in these ACAM Terms shall have the same meaning as those defined in the Alibaba Cloud International Website Terms of Use as published and updated from time to time on the relevant pages of the Alibaba Cloud Platform (URL: www.alibabacloud.com).
For the purposes of these ACAM Terms, “Intellectual Property Rights” or “IPRs” shall mean: (a) all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trade marks, 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.
2. Acceptance of the ACAM Terms
By registering to be a Member of the Program, paying for your membership of the Program to Alibaba Cloud and/or subscribing to any services in the Program, you accept the terms and conditions set forth in these ACAM Terms as well as the Terms as defined in the Alibaba Cloud International Website Terms of Use (the “Website Terms”) located at below website https://www.alibabacloud.com/help/faq-detail/42417.htm. If there is any conflict or inconsistency between the Website Terms and these ACAM Terms, these ACAM Terms shall take precedence over the Website Terms only to the extent of such conflict or inconsistency. Matters not specified in these ACAM Terms will be subject to the Website Terms.
If you do not accept all of these terms and conditions, please do not register to be a Member of the Program. You irrevocably agree that Alibaba Cloud reserves the right to take any enforcement actions against you if you breach any of the terms and conditions.
3. Membership
As a Member of ACAM Program and subject to your continued compliance with these ACAM Terms and the Website Terms, you may attend the online courses from a designated list for unlimited times, and participate in certification exams (the courses and exams are collectively referred to as the “Program Content” below) from a designated list for limited times (you may find all such designated lists in the website: https://edu.alibabacloud.com/membership) for so long as you are a Member of the Program. If your membership ends, you will no longer have access to the courses and exams you have selected from the Program.
Alibaba Cloud may provide the Program Content through text, images, web content, audio, video, or other content through a variety of means including through the Alibaba Cloud Platform. The Alibaba Cloud Platform may contain certain links to content provided by third parties. For the avoidance of doubt, Alibaba Cloud bears no obligation or liability for any such content provided by any third party, and you shall evaluate any potential risk and consequence of accessing such content before clicking relevant links and assume any and all obligations and liabilities arising therefrom or in connection therewith.
4. Restriction on Use
Alibaba Cloud owns and reserves all right, title, and interest in and to the Program Content. Subject to your continued compliance with these ACAM Terms and the Website Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the relevant Program Content only in connection with your use of the Program and for personal, non-commercial purposes.
Except for the rights to access the Program Content, you are aware and accept that the ownership of all IPRs in relation to the Program Content belongs to Alibaba Cloud or the third party from whom Alibaba Cloud has obtained the license of such IPRs.
You agree not to use the Program Content or any IPR related to the Program Content for any other purpose other than as expressly permitted by these ACAM Terms. To the maximum extent permitted by applicable law, you may not and may not attempt to: (a) 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.
You shall not infringe or otherwise procure, authorize, abet or encourage the infringement or violation of any third party’s IPRs or other proprietary rights through your use of the Program Content. To the maximum extent permitted by applicable law, Alibaba Cloud shall bear no liability for your infringement of any third party’s IPRs and you shall indemnify Alibaba Cloud for any damages and losses suffered by Alibaba Cloud arising out of or in connection with your infringement of any IPR.
You shall not, without the prior written consent of Alibaba Cloud, use “Alibaba”, “Alibaba Cloud”, “Ali”, “Ali Yun” or any other name, trade name, trademark, logo, symbol, brand, domain name, icon similar to or related to those of Alibaba Cloud or Alibaba Group or any translation, abbreviation, contraction or simulation thereof for any purpose of marketing, advertising, publicity, promotion or otherwise, unless expressly permitted under these ACAM Terms. For the avoidance of doubt, Alibaba Cloud acknowledges that you could post the certificate(s) obtained after passing the certification exams on social network websites (such as Facebook and Linkedin) in a lawful and reasonable manner.
5. Alibaba Cloud’s Rights
1) Modification
To the maximum extent permitted by applicable law, you acknowledge and agree that any courses, exams or other materials 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.
From time to time, Alibaba Cloud shall have the right to add or remove courses and exams from the Program and Alibaba Cloud makes no guarantee as to the availability of specific courses and exams or the minimum number of courses and exams available.
2) Suspension or Termination
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.
6. Fees
The annual membership fees are stated in the purchase page of the Program. From time to time, Alibaba Cloud reserves the right to offer different membership terms, and the fees for such membership may vary. The Payment and Tax Terms located at below website https://www.alibabacloud.com/help/faq-detail/42426.html which is incorporated into this ACAM Terms by reference.
7. Membership Cancellation
1) Cancellation by You
You may cancel your membership at your sole discretion but you are aware and accept that the membership fee is not refundable, unless otherwise provided by the mandatory requirements of applicable laws and regulations.
2) Restriction and Cancellation by Alibaba Cloud
Alibaba Cloud reserves the right to accept, refuse or restrict your membership at its sole discretion. You may not transfer or assign your membership or any related benefits. Alibaba Cloud may take reasonable actions necessary to prevent fraud, or any suspicious immoral behaviors, including but not limited to placing restrictions on the number of courses and exams that can be accessed at any time.
Alibaba Cloud may terminate your membership at its discretion without notice. If Alibaba Cloud does so, Alibaba Cloud will give you a prorated refund based on the number days remaining in your membership.
However, Alibaba Cloud shall not give any refund for termination if, in the sole opinion of Alibaba Cloud, you have engaged in any of the following:
i) failed to pay the relevant fees applicable to your membership or subscription;
ii) violated these ACAM Terms or the Website Terms;
iii) violated any applicable law or regulations;
iv) involved any fraud or misuse of the membership;
v) 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;
vi) used the Alibaba Cloud Platform in a way that subjects, or will subject, Alibaba Cloud or its affiliates to liability; and/or
vii) used the Alibaba Cloud Platform in a way harmful to Alibaba Cloud’s interest or another user.
Alibaba Cloud’s failure to insist upon or enforce your strict compliance with these ACAM Terms shall not constitute a waiver of any of our rights.
8. Personal Data
It is a continuing condition of your participation in the Program that you agree and consent to the terms of Alibaba Cloud’s privacy policy as amended from time to time, available at https://www.alibabacloud.com/help/faq-list/42388.htm (the “Privacy Policy”), the terms of which are also incorporated into these ACAM Terms by reference, and to the collection, use and disclosure of your personal data on the terms set forth therein.
If in connection with your participation in the Program, you provide the personal data of any third parties, you warrant and represent that the said third parties have also consented to the terms of the Privacy Policy, and to the collection, use and disclosure of their personal data in accordance with the aforesaid. You further warrant and represent to us that all personal data which is submitted by you through your participation in the Program is complete, accurate, true and correct.
9. Changes to Terms
Alibaba Cloud may change these ACAM Terms and any addendum hereof from time to time by posting updated the ACAM Terms on the Alibaba Cloud website or sending you an updated version of these ACAM Terms to your Account. You shall be responsible for checking these ACAM Terms from time to time. By continuing to use the Program after the receipt of written notification of such changes by Alibaba Cloud, you agree to be bound by the amended and restated ACAM Terms.
Unless otherwise noted by Alibaba Cloud, material changes to these ACAM Terms and any addendum will become effective 15 days after they are posted.
If any change to these ACAM Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions or the validity of other terms and conditions which are unchanged.
You are aware and accept that your continued membership after Alibaba Cloud changes these ACAM Terms shall constitute your acceptance of the changes. If you do not agree to any changes, you must cancel your membership.
10. Term and Termination
Subject to these ACAM Terms, your membership and these ACAM Terms shall be effective as of your registration to be a Member of the Program, payment for your membership of the Program to Alibaba Cloud and/or subscription to any services in the Program (as the case may be), and shall continue until earlier lawfully terminated, including in accordance with these ACAM Terms. These ACAM Terms will automatically terminate if your membership of the Program is expired which is one year or if your membership is cancelled by you or by Alibaba Cloud. You could purchase again your membership per year on the same page https://edu.alibabacloud.com/membership.
In the event of the termination and/or expiry of these ACAM Terms for any reason whatsoever:
i) you shall cease use of any Program Content, 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 remain liable for all liabilities and/or any other obligations which you may have incurred under these ACAM Terms; and
iv) any clause which by reasonable implication is intended to survive termination of these ACAM Terms shall survive the expiry or termination of these ACAM Terms.
11. Indemnification and Limitation of Liability
1) 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) breach of the ACAM Terms;
iii) breach of any applicable laws; and/or
iv) alleged infringement (including infringement of any IPRs) or misappropriation of third party rights in respect of any Program Content.
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.
2) To the maximum extent permitted by applicable law, 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 use of the Program will be uninterrupted, error free, free of harmful components, secure, or not otherwise causing damage or loss of functionality or data.
3) To the maximum extent permitted by applicable law, Alibaba Cloud makes no representations or warranties about the validity, accuracy, reliability, quality, stability, completeness or correctness of any information provided on or through the Program.
4) 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 other 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.
5) Save only for any warranties, representations, conditions and undertakings by Alibaba Cloud expressly set forth in these ACAM Terms, Alibaba Cloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
6) Notwithstanding anything in these ACAM 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, shall not exceed the amount paid by you for the membership. 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.
12. Generals
1) These ACAM Terms constitute the entire agreement between you and Alibaba Cloud with respect to your participation in the Program, superseding any prior written or oral agreements in relation to the same subject matter herein.
2) 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 ACAM Terms.
3) 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.
4) Alibaba Cloud’s failure to enforce any right or failure to act with respect to any breach by you under these ACAM Terms will not waive that right nor waive Alibaba Cloud’s right to act with respect with subsequent or similar breaches.
5) 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.
6) 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 ACAM Terms.
7) The provisions of these ACAM Terms are severable, and if any provision, or any portion thereof, is determined by a competent court or tribunal to be illegal, invalid or unenforceable for any reason, any remaining portion of that provision, and all other provisions of these ACAM Terms, shall remain valid and enforceable to the fullest extent permitted by applicable law in order to give effect to the Parties’ intentions.
8) Save for Alibaba Cloud and its affiliates, a person who is not a party to this Agreement shall have no right to enforce any term of these ACAM Terms, unless otherwise provided by applicable statutory laws.
9) 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.
10) These ACAM Terms shall be governed by the laws of Singapore without regard to its conflict of law provisions. The parties to these ACAM Terms hereby submit to the exclusive jurisdiction of the courts of Singapore.