Qwen Cloud Customer Agreement

 Updated: April 2, 2026



PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

This Qwen Cloud Customer Agreement, including its addenda and the supplementals (collectively, the "Agreement") sets forth the terms and conditions governing your access and use of the resources, products and services (the “Services”) made available through the Qwen Cloud website currently located at URL: www.qwencloud.com (the “Website”). This Agreement is a legally binding agreement between you as a registered member of the Website (referred to as “you” or “your” or “Customer” hereafter) and the relevant Qwen Cloud entities, depending on your location (“we,” “us,” “our” or "Qwen Cloud"). The Qwen Cloud contracting entity that you are contracting with is Alibaba Cloud (Singapore) Private Limited if you are (i) an individual who is a resident in or has indicated, at the time of your Account registration, a billing address in any jurisdiction not specifically covered by the following provisions, or (ii) an entity that has indicated, at the time of your Account registration, a billing address in such a jurisdiction. If you are (i) an individual who is a resident in or has indicated, at the time of your Account registration, a billing address in the United Kingdom, Switzerland, and other jurisdictions in Europe but outside the European Economic Area, or (ii) an entity that has indicated, at the time of your Account registration, a billing address in such a jurisdiction, you are contracting with Alibaba Cloud (Europe) Limited. If you are (i) an individual who is a resident in or has indicated, at the time of your Account registration, a billing address in European Economic Area, or (ii) an entity that has indicated, at the time of your Account registration, a billing address in such a jurisdiction, you are contracting with Alibaba (Netherlands) B.V. If you are (i) an individual who is a resident in or has indicated, at the time of your Account registration, a billing address in Malaysia, or (ii) an entity that has indicated, at the time of your Account registration, a billing address in such a jurisdiction, you are contracting with Alibaba Cloud (Malaysia) Sdn. Bhd.

The address and contact details for each contracting entity are as follows:

Entity Name	Address	Email
Alibaba.com (Europe) Limited	8th Floor Millbank Tower, 21-24 Millbank, London, England, SW1P 4QP United Kingdom	legal.cloud@alibabacloud.com
Alibaba (Netherlands) B.V.	Herengracht 448, 1017CA Amsterdam, the Netherlands	legal.cloud@alibabacloud.com
Alibaba Cloud (Singapore) Private Limited	51 Bras Basah Road, #03-06 Lazada One, Singapore 189554	legal.cloud@alibabacloud.com
Alibaba Cloud (Malaysia) Sdn. Bhd	Unit No. L25-1, Level 25, TSLAW Tower, No. 39, Jalan Kamuning, 55100 Kuala Lumpur, W.P. Kuala Lumpur, Malaysia	legal.cloud@alibabacloud.com



1. Application and Acceptance of the Terms

1.1 You acknowledge that you have read, understood and agree to be bound by this Agreement as well as the terms and conditions of the following:

a) Qwen Cloud Website Terms of Use;

b) Qwen Cloud Website Privacy Policy; and

c) all Service rules and policies as adopted and published on the Website from time to time (collectively, the “Terms”).

1.2 We may modify the terms of this Agreement, the Terms, and any addendum thereof from time to time by posting updates to the Terms on the Website or otherwise notifying you in accordance with this Agreement. Unless otherwise noted by us, material changes to the Agreement, the Terms and any addendum will become effective 15 days after they are posted, except if the changes apply to new Services, new functions or for compliance of applicable law in which case they will be effective immediately or at a date as specified by us. By continuing to use the relevant products or services after the receipt of written notification of such changes by us, you agree to be bound by the amended and restated Agreement.

1.3 You acknowledge that we have established and will establish relationships with third parties to offer you the benefit of their products and services (“Third-Party Services”). You may be required to execute additional agreements (including product terms, privacy policies, etc.) to purchase or use Third-Party Services (“Third-Party Agreements”), in which case the Third-Party Agreements, not this Agreement, govern your purchase and use of Third-Party Services. You should carefully read the Third-Party Agreements, which may materially differ from this Agreement.  Your purchase and use of Third-Party Services are solely at your own risk.

2. Use of Services

2.1 You may access, purchase, subscribe to, or use the Services via your Qwen Cloud Website account. 

2.2 Some products, services, promotions, campaigns, service level agreements, guarantees, and/or other forms of offerings may only apply to customers in particular locations (including as may be described in the regional pages of the Website) (the "Regional Offerings"). These Regional Offerings may be offered or provided by entities other than us. These Regional Offerings and the terms related thereto may not apply to you. Unless otherwise specified, these Regional Offerings are not offered or provided by us and we are not liable for any matters related to the Regional Offerings. Likewise, the products, services, promotions, campaigns, service level agreements, guarantees, and/or other forms of offerings of the Services (the "Qwen Offerings") may not apply to customers eligible for Regional Offerings and the offering entities of the Regional Offerings shall not be liable for these offerings unless otherwise specified. You are responsible for reviewing the terms and conditions for each Regional Offering and Qwen Offering carefully before agreeing to participate, purchase, or use any of the Regional Offerings or Qwen Offerings as the terms and conditions for each offering may differ. You agree that you shall be bound by our determination as to whether a particular product, service, promotion, campaign, service level agreement, guarantee, and/or other forms of offering constitutes a Regional Offering and/or a Qwen Offering and the relevant terms applicable thereto. If you do not agree to the applicable terms and conditions, you shall cease your participation in, use, or purchase of the relevant offerings.

2.3 We may suspend or terminate all or part of any free Services at any time in its sole discretion. We reserve the right to charge for any and all Services or any feature or functionality of the Services at any time in our sole discretion.

2.4 Benefits, features and functions available to you for any Services may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available in all countries and regions or for all users. We may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features comprised therein) with respect to different users.

2.5 Subject to any specific terms of service of any particular Service, we have the right to change, upgrade, modify, limit or suspend the Services or any of our related functionalities or applications at any time temporarily or permanently under the following terms:

a) With respect to cloud products and services, we have the right to introduce or remove features, functionalities, applications or conditions to the existing or future versions of the products and services. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement and the relevant terms of service for the products or services, unless otherwise stated by us. Any material changes to or discontinuation of such products and services will be notified to you;

b) With respect to APIs, we may change, discount, or remove any APIs for the Services from time to time. We may, at our sole discretion, make previous versions of APIs available.

2.6 You acknowledge and agree that, if any Service involves any software applications provided by third parties, such software applications are made available to you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges and since we may not have tested or screened such software applications, your use of such software applications is at your own risk.

2.7 We shall have the right to assign and/or novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of us). We may by written notice to you (which may be posted on the Website) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon we shall be released and discharged from all of our obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation. You may not assign, in whole or part, any of the Terms (including this Agreement) to any person or entity.

2.8 The availability to you of any service level credits under any SLAs is conditional upon your full and timely compliance with the Terms. If in our discretion we pay to you any service level credits under any SLA, no further or other claims shall lie against us in respect of any claims or matters arising under any such SLA.

2.9 You agree that you will not:

a) copy, reproduce, download, re-publish, sell, distribute, resell or commercially exploit any information, text, images, graphics, video clips, sound, directories, files, databases, listings, or other content made available via using the Services (“Materials”);

b) systematically retrieve Materials to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes);

c) upload, post, transmit or otherwise make available any Materials that are defamatory, obscene, abusive, invasive of privacy, or offensive;

d) use any Materials that infringe or misappropriate the Intellectual Property Rights (as hereinafter defined) or other proprietary rights of any party; or

e) use any Materials for a purpose not expressly permitted by the Terms.

2.10 You agree that you will not:

a) attempt to undermine the security or integrity of, or gain unauthorized access to, any computer or communication systems, network, software application, or networks and computing devices related to the Services and/or any other user (each a “System”);

b) monitor data or traffic on any System;

c) probe, test, or scan the vulnerability of any System or to breach any security or authentication measures used in connection thereto;

d) forge TCP-IP packer headers, e-mail headers, or otherwise falsify your identity or the origin of any communication; 

e) conduct any crawling, scraping or data-mining of any System;

f) engage in any denial of service (DoS) attacks, distributed denial of service (DDoS) attacks, or any other forms of network attacks, or otherwise interfere with the proper functioning of any System, including mail/news-bombing, broadcast attacks, flooding, and any other relevant network interference techniques;

g) operate any network services, such as open proxies, open mail relays, open recursive domain name servers, and etc; 

h) distribute, send, or facilitate the sending or any unsolicited electronic commercial messages, or engage in any form of spamming activities in breach of any applicable law and regulations; or

i) otherwise do any act or thing which, in the sole opinion of us, constitutes network abuse of any System.

2.11 You acknowledge and agree that by disclosing and/or submitting any Materials to us, you warrant that you have the full power, legal capacity and authority to disclose and/or submit such Materials, and that the use of such Materialsin accordance with these Terms shall not expose us to any claim, liability, or prosecution.

2.12 In addition to the matters set out in the Privacy Policy in relation to personal data, you agree as follows in relation to any data or information (other than personal data) that you provide to us or we collect from you for processing, storage, hosting or any other purposes in connection with the use of the Website and your purchase and use of our Services via the Website (“Data”), including for example Data provided at registration, Data we record pertaining to your activities, and any additional Data provided voluntarily by you,

a) You acknowledge and agree that we may in our commercial discretion transfer Data to, or have Data stored or processed by, our affiliates and sub-contractors, including those located in other jurisdictions. 

b) You acknowledge and agree that any such overseas transfer, storage and/or processing of Data is necessary for the provision of the Website and the Services to you and you consent to the same. You further agree and consent to our processing of Data on your behalf pursuant to these Terms of Use and/or any Additional Agreement and you appoint us to perform any such Data transfer to any such jurisdictions and to store and process such Data in connection with our provision of the Website and the Services.

c) You further acknowledge and agree that we may disclose Data to any third parties if: i) you consent to such disclosures, either explicitly or implicitly; ii) as otherwise provided in the Terms or in accordance with your other agreement(s) with us, or iii) as required by and to comply with applicable law, legal process or lawful government requests, or in connection with any claims or potential claims brought against us or our shareholders, subsidiaries or affiliates.

2.13 You also acknowledge and agree that Information you provide for Qwen Cloud forums, such as our discussion forums and responses to frequently asked questions shall comply with this Terms.

3. Customer Responsibilities

3.1 You agree to:

a) provide true, accurate, and current information about yourself, and your business, as well as information about your credit card, bank account or other forms of payment, as may be requested by us;

b) maintain and promptly amend all information provided to us to keep it true, accurate, and current;

c) provide any additional information to us in the time frame requested by us in connection with customer service, risk control, fraud prevention and compliance procedures;

d) be responsible for the development, operation, maintenance, transfer, processing, storage, and use of the content that you run on the Services, cause to interface with the Services, submit to or upload into the Services under your account (the "Customer Content");

e) comply with the Terms and any and all applicable laws and regulations when using the Services; 

f) take your own initiative to maintain appropriate security, protection and backup of the Customer Content;

g) be responsible for your End Users (as hereafter defined) use of the Customer Content and the Services directly or indirectly through your use of the Services and ensure that such End Users act in ways that comply with the Terms. For the purpose of this Agreement, an "End User" is any individual or business entity that accesses or uses the Customer Content or uses the Services directly or indirectly through you. We shall not be held responsible for any loss or damage arising from or in connection with any Customer Content or any use or reliance thereon.

3.2 You shall not (whether through your End Users or otherwise):

a) violate any applicable law or regulations (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or engage in any fraudulent, deceptive, or misleading conduct, including cheating, impersonating any person or entity, or misrepresenting your affiliation;

b) infringe or otherwise abet or encourage the infringement or violation of any third party’s Intellectual Property Rights (as defined below) or other proprietary right or rights of publicity and privacy or other rights recognized at law;

c) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity or otherwise engage in fraudulent representations or conduct;

d) use the Services for any activities related to bitcoin mining or the creation of other virtual currency or similar instruments;

e) submit or provide to us any content (including Customer Content) that:

​i. contains information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

​ii. is obscene or contains or infers any pornography or sex-related merchandising or any other content that otherwise promotes sexually explicit materials, or is otherwise harmful to minors;

​iii. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

​iv. involves any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; or

​v. is otherwise objectionable on the grounds of public interest, public morality, public order, public security, national harmony or is prohibited by applicable laws;

f) undermine the integrity of the computer systems or networks used by us and/or any user of the Services and you shall not attempt to gain unauthorized access to such computer systems or networks;

g) modify, alter, tamper with, repair, or create derivative works of any software included in the Services (unless otherwise expressly permitted in the relevant software included in the Services);

h) reverse engineer, disassemble, or decompile any part of the Services;

i) access any process or procedure to derive the source code of any software in the Services;

j) access or use the Services in a way intended to avoid the relevant fees or charges; 

k) resell or sublicense any Services;

l) use the Services in a way that poses a security or system stability risk to us  or any third party; or

m) use the Services in a way that subjects, or will subject, us or our affiliates to liability. 

4. Rights in Customer Content

4.1 You retain any rights you may have in any Customer Content. We will not access or use your Customer Content except as necessary to maintain or provide the Services or as necessary to comply with applicable laws or regulations. This Customer Agreement does not grant either party any rights to the other’s content or any of the other’s Intellectual Property Rights except as set forth otherwise in this Agreement or other applicable agreements binding your use of Services. As between you and us, you own all Intellectual Property Rights in Customer Content, and we own all Intellectual Property Rights in the Services.

4.2 "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 licences, 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.

4.3 You acknowledge and confirm that you authorize the Resource Center to access your cloud products through the creation of a Service Linked Role (SLR). This authorization permits the retrieval of metadata related to the management of your cloud product resources (such as derivative data from cloud services, which describes and manages the characteristics and attributes of your resources, including resource IDs, specifications, operational status, etc., of the cloud resources you have purchased). The Resource Center will utilize this metadata for searching and displaying cloud product resource management information in the console, as well as for presenting resource metadata on your billing statements. Furthermore, you acknowledge that we operate a unified account ecosystem comprising the Website, the Alibaba Cloud International Website (currently located at URL: www.alibabacloud.com), and any other websites, applications, or digital services launched by us in the future that adopt this unified system. In view of this unified ecosystem, you specifically agree that, to facilitate unified management, your resource purchase and usage information generated on the Website may be synchronized, displayed, and accessed within the console of the Alibaba Cloud International Website. 

5. Investigation and Enforcement

5.1 We shall have the right, to investigate any End User or your breach or violation of the Terms.

5.2 We shall have the right to report any activities that we consider to be in violation of the Terms or any regulations or laws in any jurisdiction to the relevant enforcement agencies, regulators, government bodies, and any other appropriate third parties and we shall have the right to access, disclose and/or remove any content you published on or submitted to us (including any Customer Content) in connection therewith or to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against us, or our shareholders, subsidiaries or affiliates.

6. Fees, Payment and Tax

6.1 Unless otherwise agreed to by us in writing, any payments, fees, charges or taxes payable under these Terms shall be payable by you in accordance with the prevailing Qwen Cloud Payment and Tax Terms. You will pay us the applicable fees for use of the relevant Services by the payment methods that we support.

6.2 Any and all payment made by you may not be set-off or counterclaimed without the written consent of us.

6.3 The fees, charges, and tax terms for the Services as contained in the Qwen Cloud Payment and Tax Terms may be updated from time to time on the website and will take effect upon publication.

7. Purchase Credit and Product Purchases for Certain Customers

7.1 For certain customers, subject to our review of a purchase credit application (the "Credit Application") under the terms set forth in this Agreement, we may provide you a credit limit for making purchases of the Services (the "Purchase Credit"). Upon our approval of your Credit Application, your Purchase Credit will be displayed in your account and you may proceed to use the Purchase Credit to purchase Services via the account.

7.2 Credit Application and Approval:

a) We may request you provide any information and documents as reasonably to assess your financial status and capability in order to determine the appropriate Purchase Credit limit suitable for you.

b) We shall have sole discretion to decide on whether to grant Purchase Credit to you as well as the amount of Purchase Credit. Our determination of the Purchase Credit shall be final. The amount of Purchase Credit granted to you will be notified to you in writing or displayed in your account.

7.3 Use of Credit

a) The Purchase Credit limit granted to you may be used to purchase Services by placing an order on the Website subject to applicable terms and conditions.

b) Used Purchase Credit will not be restored until you have settled payment for the used Purchase Credit in accordance with the payment settlement terms of this Agreement.

c) If your Purchase Credit balance is insufficient for settling payment, we shall have the right, but not the obligation, to suspend your subscription or use of the Services until your Purchase Credit balance is restored.

7.4 Restoration and Settlement of Purchase Credit

a) Used Purchase Credit will be restored upon your payment in accordance with the terms of this Agreement.

b) We shall have sole discretion to adjust the amount Purchase Credit provided to you, including but not limited to based on our risk assessment, your transaction history and your financial status.

c) We shall have the right, but not the obligation, to carry out any of the following in the event that you fail to make timely payment in accordance with the terms of this Agreement:

​i. reduce your Purchase Credit;

​ii. cancel your Purchase Credit; or

​iii. suspend or terminate your subscription or use of the Services purchased.

7.5 Any Purchase Credit granted to you may be used until the expiry or termination of this Agreement. Notwithstanding any of the foregoing, your Purchase Credit will expire/cease to be available for use upon the occurrence of any of the following:

a) You apply for cancellation of its Purchase Credit limit and we approve the application;

b) You provide any inaccurate or misleading information to us, fail to provide any requested information, or otherwise breach the terms of this Agreement;

c) We believe that you are or may be unable to fulfill your payment obligations under this Agreement; or

d) We reasonably believe that you have engaged in any unlawful activities.

7.6 Unless otherwise provided in this Agreement, we have the right to cancel your Purchase Credit limit at any time by providing a prior written notice to you.

8. Term, Termination or Suspension, Effects of Termination

8.1 This Agreement is effective as of the date on which you activate your Website account. You may request a termination of this Agreement by closing all your Website accounts following the procedures set forth in the Qwen Cloud Website Account Cancellation Agreement which is incorporated by reference herein.

8.2 Without prejudice and in addition to its rights and remedies at law or equity (including without limitation as set out in the Qwen Cloud Payment and Tax Terms), we may suspend or terminate your using of Services, or limit or restrict your using of Services, immediately upon notice to you if, in the our sole opinion:

a) You or your End Users breached the Terms, including but not limited to engaging in any conduct set out under Clause 3.2 of this Agreement;

b) We must do so to comply with the law; or

c) Your use of Services could cause risk or harm to us, our users, or anyone else.

8.3 If we suspend your right to use any of the Services, you shall remain responsible for any and all fees and charges for the Services that you have incurred up to the date of service suspension. You will not be entitled to any service credits under any SLA during the period of service suspension. You shall be responsible for the fees and charges for the Services that you continue to have access or rights to use.

8.4 Your rights under any license granted to you by us pursuant to your use of the Services will terminate immediately upon the termination of your service.

8.5 In the event of the termination of this Agreement for any reason whatsoever:

a) 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 Services;

b) you will lose access to any Customer Content you have provided to us, and we will delete such Customer Content at our sole discretion unless retention is required under applicable law;

c) the licence granted by you to us to use your Customer Content described in Clause 4.1 shall continue notwithstanding such suspension or termination; and

d) any clause which by reasonable implication is intended to survive termination of this Agreement shall survive the expiry or termination of this Agreement. Without limiting the generality of the foregoing, Clauses 2.7, 4, 5, 8, 9, 10, 11 and 13 shall survive any termination of this Agreement.

9. Representations and Warranties

9.1 You represent and warrant that:

a) You, your End Users or your licensors own any and all right, title, and interests in and to the Customer Content;

b) You have all rights in the Customer Content necessary for granting us the rights under this Agreement;

c) None of your Customer Content will violate the Terms or any applicable laws or rights of other third parties (including any Intellectual Property Rights);

d) You have the right to enter into contracts for the Terms;

e) You have the right to operate your account; and

f) You have the right to use, purchase or subscribe to any of the Services.

10. Indemnification

You will defend, indemnify, and hold harmless us, our 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 and/or your End Users:

a) use of the Services;

b) breach of the Terms;

c) breach of any applicable laws;

d) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third party rights in respect of any Customer Content or by the use, development, design, production advertising or marketing of the Customer Content; and/or

e) disputes against each other.

We will promptly notify you of any claim subject to the above, but our failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. We reserve the right to assume control of the defense and settlement of the claim at any time.

11. Disclaimers and Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE HEREBY EXPRESSLY DISCLAIM 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 AS TO THE SERVICES BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA. 

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE WEBSITE.

11.3 We 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 we and our affiliates be held liable for any such services or products.

11.4 We shall not be liable for any special, 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:

a) the use or the inability to use the Services;

b) any defect in goods, samples, data, information or services purchased or obtained from a third-party service provider;

c) unauthorized access by third parties to data or private information of you;

d) statements or conduct of any user of the website; or

e) any other matter relating to the Services however arising, including negligence.

11.5 Save only for any warranties, representations, conditions and undertakings by us expressly set forth in this Agreement, we hereby exclude all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law. Notwithstanding anything in this Agreement except this Clause 11.5, the aggregate liability of us, our 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 Services or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of (a) the amount of fees you have paid to us or our affiliates for the Services during the calendar year, or (b) USD100 or (c) the amount prescribed by the terms of relevant SLAs in connection with your use of specific Services. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against us in respect of any of the matters referenced in this Clause 11.5 must be filed within one (1) year from the date the cause of action arose.

12. Notice

12.1 We may provide notice to you under this Agreement by posting a notice on the Website or emailing it to your account. Notices will be deemed to be effective upon posting and notice by email will be deemed effective by the time the email is sent.

12.2 You must provide notice to us by personal delivery, overnight courier, or registered mail to:

Qwen Cloud

Attn: Legal & Compliance

31/F, Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong

Notice by overnight courier or registered mail will be deemed effective one business day after being sent. Notice provided by personal delivery will be effective immediately upon successful receipt by us.

13. General

13.1 This Agreement and the Terms constitute the entire agreement between you and us with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

13.2 You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

13.3 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.

13.4 Our 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 our right to act with respect with subsequent or similar breaches.

13.5 Unless a right or remedy of you or us 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.

13.6 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 this Agreement.

13.7 Save for us and our 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 this Agreement.

13.8 Unless otherwise provided in the terms and conditions of the relevant Services, under no circumstances shall we be held liable for any delay or failure or disruption of the content or services 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.

13.9 This Agreement shall be governed by the laws of Singapore without regard to its conflict of law provisions. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.  The seat of the arbitration shall be Singapore.  The Tribunal shall consist of 3 arbitrators. The language of the arbitration shall be English.  The law governing this arbitration agreement shall be the laws of Singapore.



LIST OF ADDENDA AND SUPPLEMENTALS TO THE AGREEMENT

Below table lists the current addenda and supplementals appended to the end of this Agreement, and their applicability. Please refer to the introductory paragraph of this Agreement to confirm the entity you are contracting with. Below table does not cover addenda and supplementals separately entered into and not displayed on this webpage (if any).



DATA PROCESSING ADDENDUM TO QWEN CLOUD CUSTOMER AGREEMENT

Terms applicable to all users, if and to the extent that Data Protection Legislation (as defined hereunder) applies to the user’s processing of personal data using any of the Services.

“Data Protection Legislation” means as applicable: all laws and regulations applicable to and binding on the processing of Customer Content by You and/or us, including but not limited to (i) the EU 2016/679 General Data Protection Regulation (the "GDPR"), (ii) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"), and in each case, any related national laws, legislation, rules or regulations, related to privacy and data protection (including legislation made under or in relation to (i) or (ii)). For clarity, a reference to Data Protection Legislation, includes a reference to Data Protection Legislation as amended, modified, extended, re-enacted, consolidated or replaced from time to time. ​

In addition to, or in place of, the relevant terms of the Customer Agreement above, the Data Processing Addendum will apply to all users of Services, if required by Data Protection Legislation, but only to the extent that, in providing any Services to you, we process as a processor personal data contained in or generated in relation to your CustomerContent.

The Addendum forms part of the Customer Agreement above and any definitions used in that Agreement shall have the same meaning in the Addendum.

Notwithstanding anything else in this Agreement, if there is any conflict or inconsistency between the Addendum and any terms in the Agreement (including the Qwen Cloud Payment and Tax Terms) and/or the Terms, this Addendum shall prevail, but only to the extent of the conflict or inconsistency.

​EUROPE (OUTSIDE EEA) ADDENDUM TO QWEN CLOUD CUSTOMER AGREEMENT

Terms applicable only to users contracting with Alibaba.com (Europe) Limited.

In addition to, or in place of, the relevant terms of the Customer Agreement above, the following additional terms (the “Addendum”) are applicable in respect of any customer who is contracting with Alibaba.com (Europe) Limited. The Addendum forms part of the Customer Agreement above and any definitions used in that Agreement shall have the same meaning in this Addendum. Notwithstanding anything else in this Agreement, if there is any conflict or inconsistency between the Addendum and any terms in the Agreement (including the Qwen Cloud Payment and Tax Terms) and/or the Terms, the Addendum shall prevail only to the extent of the conflict or inconsistency.

1. For the purposes of the introductory paragraph of this Agreement and Clause 2.1, the applicable contracting entity is Alibaba.com (Europe) Limited, a company registered in England with company number 06721521 and with its registered office at 8th floor, Millbank Tower, 21-24 Millbank, London SW1P 4QP, United Kingdom. Any reference to us in this Agreement shall be a reference to Alibaba.com (Europe) Limited. For the purposes of this Agreement, notices for us shall be sent to the address set out in the preceding sentence of this Addendum, not the address set out in Clause 12.2. The other provisions of Clause12 shall apply to such notice.

2. The following shall be added to the Agreement as a new Clause 9.1(g): You will use the Services only for commercial, business or enterprise purposes in the course of your trade or profession, not personal consumer use.

3. The restrictions in Clauses 10 and 11 of this Agreement shall apply to the fullest extent permitted by applicable law.

4. Nothing in this Agreement shall be construed as excluding or limiting the liability of you or us or any of our respective officers, employees and agents for any liability which cannot be limited or excluded by law.

5. The reference in Clause 13.7 of this Agreement to the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) shall be replaced by the English Contracts (Rights of Third Parties) Act 1999.

6. Clause 13.9 shall be replaced by the following: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party to this Agreement irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

AUSTRALIA ADDENDUM TO QWEN CLOUD CUSTOMER AGREEMENT

Terms applicable only to users who are located in Australia and contracting with Alibaba Cloud (Singapore) Private Limited. This Addendum does not apply to users contracting with Alibaba.com (Europe) Limited, Alibaba(Netherlands) B.V., or Alibaba Cloud (Malaysia) Sdn. Bhd., or to users who contract with Alibaba Cloud (Singapore) Private Limited but are not located in Australia.

In addition to, or in place of, the relevant terms of the Customer Agreement above, the following additional terms (the "Addendum") are applicable in respect of any customer who is contracting with Alibaba Cloud (Singapore) Private Limited. The Addendum forms part of the Customer Agreement above and any definitions used in that Agreement shall have the same meaning in this Addendum. Notwithstanding anything else in this Agreement, if there is any conflict or inconsistency between the Addendum and any terms in the Agreement (including the Qwen Cloud Payment and Tax Terms) and/or the Terms, the Addendum shall prevail only to the extent of the conflict or inconsistency.

1. Clause 10 shall be replaced by the following: Indemnification. You will defend, indemnify, and hold harmless us, our 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 claims concerning your and/or your End Users: (a) use of the Services; (b) breach of the Terms; (c) breach of any applicable laws; (d) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third party rights in respect of any Customer Content or by the use, development, design, production advertising or marketing of the Customer Content; and/or (e) disputes against each other, to the extent that we, our affiliates, licensors, and each of their respective employees, officers, directors, and representatives has not contributed to any third party claim. We will promptly notify you of any claim subject to the above, but our failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. We reserve the right to assume control of the defense and settlement of the claim at any time.

2. Clause 11.4 shall be replaced by the following: Exclusions of liability. With the exception of Consumer Guarantees, we exclude: (a) any term, condition or warranty that may otherwise be implied into this agreement; (b) any liability for loss or damage incurred as a result of or in connection with the negligence of us; and (c) any liability for Consequential Loss.

3. Clauses 11.5 shall be replaced by the following: General limitations of liability. We and you agree that, other than a claim pursuant to a Consumer Guarantee: our liability for Claims shall be limited to the greater of: (a) the amount of fees you have paid to us or its affiliates for the Services during the calendar year before the Claim was made; (b) USD100; or (c) the amount prescribed by the terms of relevant service level agreements in connection with your use of specific Services. All claims against us in respect of any of the matters referenced in this Clause 11.5 must be filed within one (1) year from the date of the Claim.

4. The following clauses shall be added:

11.6 Liability for Consumer Guarantees. Subject to Clause 11.7, our liability in respect of any breach of or failure to comply with any Consumer Guarantee is limited to the following: In the case of goods, to: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired. In the case of services, to: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.

11.7 Exception to limitation. Our liability in respect of a breach of or a failure to comply with a Consumer Guarantee will not be limited in the way set out in Clause 11.6 if: the goods or services supplied are goods or services ‘of a kind ordinarily acquired for personal, domestic or household use or consumption’, as that expression is used in section 64A of the Australian Consumer Law; it is not ‘fair or reasonable’ for us to rely on such limitation in accordance with section 64A(3) of the Australian Consumer Law; or the relevant Consumer Guarantee is a guarantee pursuant to sections 51, 52 or 53 of the Australian Consumer Law.

11.8 The limitations and exclusions of liability under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

5. For the purposes of this Addendum: "Australian Consumer Law" shall mean schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent state or territory legislation. "Claim" shall mean any claim, liability, cost, expense, loss or damage suffered or incurred by you, however arising (including, without limitation, from or by the negligence of us) in connection with this agreement. "Consumer Guarantee" shall mean a right or guarantee you may have under the Australian Consumer Law or other rights in relation to the supply of goods or services (such as terms implied into a contract) that cannot lawfully be excluded.

6. Where this agreement is deemed a small business contract for the purposes of the unfair contract terms under the Australian Consumer Law, Clause 13.9 shall be replaced by the following: This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of New South Wales and Australia. Each party to these Product Terms agrees that the courts of New South Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Product Terms or their subject matter or formation (including non-contractual disputes or claims).

MODELS SUPPLEMENTAL TO THE CUSTOMER AGREEMENT (THE "MODELS  SUPPLEMENTAL")

This Models Supplemental describes the terms and conditions applicable to your access and use of Models (a.k.a. Model Marketplace). In addition to the relevant terms of the Customer Agreement above, the following additional terms are applicable if you access or use the Models. This Models Supplemental forms part of the Customer Agreement above and any definitions used in the Customer Agreement shall have the same meaning in this Models Supplemental. Notwithstanding anything else in the Customer Agreement, if there is any conflict or inconsistency between the terms of the Customer Agreement and the Models Supplemental, the Models Supplemental shall prevail only to the extent of the conflict or inconsistency.

1. We may from time to time in our sole and absolute discretion make available the Models services to you, relating to services for developing generative artificial intelligence ("AI") models and applications, as described at Qwen Cloud Website or via such other means as we may determine from time to time ("Models").

2. By purchasing and/or using Models, you agree and acknowledge as follows:

a) you agree and acknowledge that (and shall procure that your end-users agree and acknowledge that), notwithstanding anything under this Agreement, we do not (and shall not be considered to): (1) direct, induce, authorise, procure or assist in; (2) have any common intention or share any common design with you and/or your end-user(s) in respect of; (3) instigate you and/or your end-user(s), or engage in any conspiracy with you and/or your end-user(s) in order to the doing of, or intentionally aid, or abet; and/or (4) agree with or consent to you and/or your end-user(s) performing of, any act and/or omission prohibited under the Agreement and/or applicable law;

b) any and all information, data, files, databases, text, images, videos, sounds, models, weights, and/or other material you upload or otherwise transmit to Models shall be deemed to be "Customer Content" as defined in the Agreement and you shall abide by the terms applicable to such Customer Content therein. To be specific, you and your end users may provide input to Models (“Input”), and receive generated content from the AI models and applications based on the Input (“Output”). Input and Output are also included in Customer Content. Any processing of Customer Content (including personal data therein) submitted through Models by us is for your purposes and on your behalf. You remain responsible for complying with applicable data protection requirements in relation to such Customer Content. You represent and warrant that you have obtained the necessary consents from relevant individuals or third parties in relation to Customer Content for the purposes of using Models or disclosing and transferring Customer Content to us.

c) any and all Intellectual Property Rights owned by or licenced to us which are or have been developed, conceived, originated, created, or generated independently of these Terms (or prior to your purchase or use of Models), whether prior to the effective date of these Terms or otherwise ("Qwen Base IPR"), are and shall remain the sole and proprietary property of us or the relevant third-party licensor(s) (as the case may be), including without limitation any and all Intellectual Property Rights in relation to Models and any information, data, files, databases, text, images, videos, sounds, models, weights, and/or other material related thereto and/or associated therewith and the selection and arrangement thereof.

d) you shall not: (i) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through Models; (ii) modify, enhance, remove, interfere with, or otherwise alter in any way the technology underlying Models, any digital rights management mechanism, device, or other protection or access control measure incorporated into Models, any graphical user interface, any advertising or advertising features, copyright notices, or trademarks; (iii) reverse engineer, disassemble, or decompile any part or component of the Models; (iv) create, recreate, distribute, or advertise an index of any significant portion of the content posted on Models unless expressly authorised by us; and/or (v) resell Models or AI models provided through Models, or use Models, AI models provided through Models (including any Output of such AI models) to train or develop products or services that compete with us and/or our affiliates’ products and services, unless expressly authorised by us.

e) Models does not claim ownership of any Intellectual Property Rights in the Output. You may use the Input and Output, provided your use complies with applicable laws, the Agreement, and our rules. For the avoidance of any doubts, if the Output contains any Qwen Base IPR, these rights remain vested in us or our affiliates. You shall ensure you and your end users’ provision and use of the Input and Output, and the processing of the Customer Content for your purposes and on your behalf by us does not infringe any rights or interests of others, and you shall remain solely responsible for any disputes (including intellectual property disputes) arising from you and your end users’ use of the Input or Output. We will not use your Customer Content to develop or improve the models on Models, unless you separately provide your consent.

f) certain aspects of Models may include data, models, applications, or software components provided by us or a third party that are subject to separate license terms, in which case those license terms will also govern your usage of such data, models, applications or software components. If you choose to use an AI model, application or service provided by a third party (“Third-party Service”) listed on Models, you should review, accept and abide by the applicable third-party service or licensing terms, policies and/or agreements (“Third-party Terms”) prior to your use of such Third-party Service. We do not guarantee the currency and accuracy of the Third-party Terms displayed on the service page, and it is your own responsibility to locate the most up-to-date Third-party Terms and accept such terms before commencing use. We do not control or develop the Third-party Services and make no representations or warranties about their accuracy, reliability, behavior, or performance. You shall assume full responsibility for your selection and use of such Third-party Services and for any consequences arising therefrom, including, without limitation, bearing responsibility for the security and infringement risks associated therewith, as well as assessing whether the Third-party Services you use are subject to regulatory filings or approvals. You may contact the Third-party Service provider directly using the contact information displayed on the service page. You acknowledge and understand that due to the constantly evolving nature of AI model services, we reserve the right to suspend or terminate the provision of, or delist any Third-party Services in accordance with regulatory requirements or our reasonable discretions, without prior notice to you.

g) you acknowledge and agree that:

(i) models may be subject to availability and location serviceability from time to time (including without limitation network, traffic, storage, and/or other limitations as we may impose from time to time);

(ii) We may, at its option and in its sole and absolute discretion: suspend, restrict, or terminate your use and/or access to any or all of Models (and/or remove any content stored on out systems associated with your use of Models) if: (i) required under applicable law; (ii) your use of Models is subject to any pending litigation, investigation, or government proceeding and/or us, in our sole and absolute discretion, perceives a heightened risk of legal or regulatory non-compliance associated with your activity; (iii) any of our service providers are unable to support your use thereof; (iv) you take any action that we deems in our sole and absolute discretion as circumventing controls, or abusing promotions which we may offer from time to time; and/or (v) you breach any provision under the Agreement (or we in our sole and absolute discretion determines that you are likely to do so);

(iii) We may implement automated security mechanisms, including automated mechanisms detecting content potentially violating the applicable laws and the Terms. The implementation of any such mechanism shall not be construed as a warranty by us regarding the content in any manner, including without limitation the appropriateness or compliance of any Input or Output. You acknowledge and understand the potential risks that may arise from your requesting us to change our detecting threshold and you remain solely and fully responsible for the provision and usage of any Input or Output and shall assume all liability and damages arising from such usage.

(iv) regardless whether we may from time to time in our sole and absolute discretion make available backup services or tools, it is your sole responsibility to take appropriate measures to backup copies of data that you require. Your use of Models may result in data provided to or stored by us being removed or rendered inaccessible from time to time, even if not marked for deletion or destruction by you. You shall at all times implement the appropriate redundancy or backup measures for any and all data and information you store in such servers;

(v) due to the inherent nature of AI processing and machine learning algorithms, the Output may: (i) contain inappropriate or unintended elements; (ii) not be unique across customers; and (iii) may be identical or similar across customers. Responses that are requested by and generated for other users are not considered your Output. Our assignment of Output above does not extend to other users’ Output. You shall be solely responsible for: (i) selecting and/or obtaining suitable data, models and/or algorithms as appropriate for your use of Models; and (ii) any data modelling and/or training carried out using Models (including without limitation setting of suitable parameters);

(vi) all information, data or other material provided on or through Models: (i) shall not constitute (nor be treated as), nor be a substitute for, any professional, medical, legal, reliable, or accurate advice or information; (ii) shall not be used as a basis for making any professional, medical, legal, business, or financial decisions; and (iii) are not intended for use in, or in association with, any regulated uses, including without limitation in any dangerous environments or in relation to any critical systems that may lead to serious bodily injury or death or cause environmental, property, or other damage. The Output provided by Models does not represent any stance or opinion of us or any of our affiliates, and is not determinative of the existence or absence of statistical bias, or a comprehensive answer for how a model generates predictions, and should be independently evaluated as appropriate for your use case;

(vii) to the maximum extent permitted by applicable law, we expressly exclude any guarantee, representation, warranty, condition, term or undertaking of any kind, whether express or implied, statutory or otherwise, relating to the access to or use of Models, Qwen Base IPR, Input, Output, or any aspect thereof, any related functionality, or any security measures, including without limitation any warranties of accuracy, completeness, suitability, appropriateness, currency, reliability, unbiasedness, consistency, interoperability, merchantability, satisfactory quality, fitness for a particular purpose, compliance with description or any requirements, specifications, parameters or criteria, compliance with third party rights, compliance with laws (including without limitation data protection or export laws) in any jurisdiction, and/or freedom from any malicious, erroneous, manipulated, inappropriate, poisoned, or harmful code or data. We disclaim any liabilities, losses or damages that you may suffer in connection with your use of Models;

(viii) the Customer Content you provide to us will be transferred to, stored, and processed in the country where we, our affiliates, or its sub-contractors maintain facilities for Models Service. This may be a jurisdiction different from your location, and as such, the Content may need to be transferred across borders. You acknowledge and agree that such overseas transfer and processing of Customer Content are necessary for providing the Models Service. Furthermore, you agree to our processing of Customer Content on your behalf in accordance with the Product Terms, and you appoint us to carry out any such transfer, storage, and processing of the Content in order to provide the Models Service; and

(ix) you shall be bound by all electronic communications, messages, documents and records generated by our systems in respect of your use of Models, which shall all be deemed to be valid, accurate and authentic, and final, conclusive and binding on you regardless whether such systems are situated in or outside of Singapore.

h) you represent and warrant that:

(i) you have obtained all necessary rights, licences, approvals and consents to use Models for your purposes. You shall comply with applicable laws, including in each jurisdiction in which you purchase and/or use Models and bear all responsibility, liability and risk in relation to your use of Models, including without limitation any Input, Output and any of your products or services which incorporate or rely on any aspect of Models;

(ii) you shall not use Models to fabricate or disseminate false information or any other content prohibited under applicable laws. You shall, if required under applicable laws, conduct labelling or marking on the Outputs in a conspicuous manner, including but not limited to adding watermarks and/or attaching statements when publishing or disseminating any Outputs;

(iii) you shall be responsible for the availability, security, and compliance of any plug-ins, tools, application or software components owned or added by you when using Models; and

(iv) you irrevocably undertake to indemnify and hold us and our affiliates harmless from and against all liabilities, losses, damages, costs and expenses arising in connection with your breach of these Models terms.

TRY AI SUPPLEMENTAL TO THE CUSTOMER AGREEMENT (THE "TRY AI SUPPLEMENTAL")

This Try AI Supplemental describes the terms and conditions applicable to your access or use of the Try AI, In addition to the relevant terms of the Customer Agreement above, the following additional terms in this Try AI Supplemental are applicable to form a legally binding agreement between yourself and us. This Try AI Supplemental forms part of the Customer Agreement above and any definitions used in the Customer Agreement shall have the same meaning in this Try AI Supplemental. Notwithstanding anything else in the Customer Agreement, if there is any conflict or inconsistency between the terms of the Customer Agreement and the Try AI Supplemental, the Try AI Supplemental shall prevail only to the extent of the conflict or inconsistency. 1. We may, from time to time and at our sole and absolute discretion, allow you to submit text, documents, or other materials to Try AI for processing (“Prompts”). Information, data, documents, images, and/or other material may be generated at your request, based on your Prompts (“Outputs”). Prompts and Outputs are collectively referred to in the Agreement as “User Content”.

2. You are responsible for all Prompts you submit to Try AI. By submitting Prompts to Try AI, you represent and warrant that:

(a) you have all rights, licenses, clearances, consents, and permissions that are necessary for you to submit the Prompts to us for all purposes described or contemplated under the Agreement, for us to process the Prompts under the Agreement, and for you to grant us all rights described or contemplated under the Agreement;

(b) your submitting Prompts to us or our processing of any Prompts as described or contemplated in these Terms: (i) will not violate the Agreement, applicable law, or any third party rights (including without limitation any intellectual property, confidentiality, or contractual rights); and (ii) will not require us to comply with any additional licence or contractual terms beyond those set out herein, including without limitation any obligations to disclose, redistribute, or provide access to any source code, licence any material to any third party, or redistribute any material at no charge;

(c) the Prompts (in whole or in part):

(i) are not offensive, inappropriate, illegal, or objectionable in any way;

(ii) are not pornographic, nor do they contain profanity;

(iii) are not defamatory or libellous;

(iv) are not inaccurate, false, or misleading;

(v) are not confidential or proprietary;

(vi) do not contain any harmful inputs, code, or files that contain viruses, trojans, worms, time bombs, logic bombs or other material that is malicious or technologically harmful;

(vii) do not contain any 'prompt injections' or other inputs intended or likely to circumvent any controls or restrictions in connection with the Try AI, or cause the Try AI to behave in an unexpected or unintended manner;

(viii) meet all requirements applicable in relation to content published on the Internet or other electronic platforms, including without limitation under applicable law and codes of practice issued by competent government authorities and agencies; and

(ix) will not expose us or any of our users to any harm or liability of any kind.

You further agree and acknowledge that:

(a) we shall have no liability in respect of any User Content. We do not represent or warrant the accuracy, integrity, appropriateness, quality of any User Content, nor that the User Content does not infringe any Intellectual Property Rights, and under no circumstances shall we be liable in any way for any User Content (including for the avoidance of doubt any third party materials incorporated in User Content);

(b) you are solely responsible for the form, content and accuracy of all User Content. User Content is not verified or approved by us. We do not assume any obligation to remove, validate, screen, verify or edit any User Content;

(c) all User Content shall be deemed to be non-confidential and non-proprietary. We shall not be under any obligation of confidentiality to you regarding any User Content unless agreed otherwise in a separate direct contract between you and us or required under applicable law;

(d) we, or third parties we authorise, shall have the right to cut, crop, modify, adapt, edit, and/or refuse to publish, store, or make available, User Content at our or their sole and absolute discretion. We may, but are not obliged to, remove, disallow, block or delete any User Content: (i) that we believe may be in breach of the Agreement; or (ii) in response to complaints from other users or third parties, with or without notice to you, with or without providing any reason, and without any liability to you;

(e) if you activate functions of Try AI (as applicable, and we may in our sole and absolute discretion make available from time to time) which permit public sharing of any User Content, you agree and acknowledge that despite any provision under the Agreement, anyone with whom you have shared such content may access, use, save, reproduce, distribute, display, and transmit such content freely, and we shall not be liable to you in connection with the foregoing.

3. Ownership of User Content. As between you and us, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Prompts you submit. Subject to your compliance with our Terms, we assign to you all of our right, title, and interest—if any—in Outputs generated at your request and provided to you in response to Prompts submitted by you. You agree and acknowledge that the Outputs may not be unique and may be similar or identical across users, and your rights in certain Outputs (if any) may not extend to other Outputs generated at the request of other users.

4. Our Use of User Content. We generally use User Content to provide, maintain, develop, and improve Try AI, comply with applicable law, enforce our terms and policies, and keep Try AI safe. 

You shall (or shall procure and ensure, if you are not the owner of the User Content) that we and our affiliates are granted an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, sub-licensable, perpetual, worldwide licence, to access, use, host, modify, communicate, reproduce, adapt, make derivative works of, publish, perform, and/or distribute any User Content, and/or authorise any of the foregoing, in any format and on any platform, either now known or hereinafter invented. You further grant us an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, sub-licensable, perpetual, worldwide licence to use your user name(s), image(s), and likeness(es) to identify you as the source of any User Content. We shall also have the right to disclose your identity to third parties, including without limitation our advisors, sub-contractors, any third party who is claiming that any User Content constitutes a violation of their IPR or other rights.

In each case, in connection with the User Content, or any portion thereof, you hereby waive (and/or shall procure and ensure the same):

(a) any rights to prior inspection or approval of any marketing or promotional materials related to User Content;

(b) any and all rights of privacy or publicity;

(c) moral rights as defined under the Copyright Act 2021 of Singapore, the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886, or any other rights of a similar nature.

To the extent any such rights cannot be waived, you hereby undertake (or shall procure and ensure the same) that any and all such rights shall not be asserted or enforced, and that you shall not support, maintain or permit any action based on any such rights in connection with any User Content.

5. Reliance on Outputs. You acknowledge and agree that artificial intelligence and large language models are emerging technologies that are under rapid development and hence are still improving in accuracy, reliability and safety. You therefore agree and acknowledge that:

(a) Outputs may: (i) be inaccurate, misleading, incomplete, erroneous, or lack context; and (ii) contain inappropriate, unintended, and/or offensive elements;

(b) you shall be solely responsible for preparing, selecting, and inputting appropriate Prompts to produce your desired Outputs, and reviewing the Outputs, and verifying their accuracy, appropriateness, reliability, and fitness for your specific use case;

(c) you accept the sole risk of any misunderstandings, inaccuracies, and/or lack of context in the Outputs;

(d) you agree that any Output is generated by you, at your request, and will not necessarily reflect our views, opinions, or beliefs;

(e) you must not depend solely on the Outputs from Try AI for any factual information or as a definitive source of truth; and

(f) any and all Outputs:

(i) shall not constitute (nor be treated as), nor be a substitute for, any professional, medical, legal, reliable, or accurate advice or information;

(ii) shall not be used as a basis for making any professional, medical, legal, business, or financial decisions;

(iii) shall not be used for any purposes that could legally or substantially affect any person, such as making decisions related to credit, education, employment, housing, insurance, legal matters, medical issues, or other significant decisions, assessments, or judgments concerning any person; and

(iv) are not intended for use in, or in association with, any regulated uses, including without limitation in any dangerous environments or in relation to any critical systems that may lead to serious bodily injury or death or cause environmental, property, or other damage.