Last Updated: December 12, 2025
This OceanBase Cloud Services Agreement ("Agreement") is entered into between the applicable OceanBase Contracting Entity (as defined below) ("OceanBase", "we", "us" or "our") and you or the entity you represent ("you", "your", or "Customer") (each a "Party", together the "Parties"), which sets out the terms and conditions that govern your access to and use of the OceanBase Cloud Services (as defined below), including the terms and conditions set forth below and those in any attachments, addendums or exhibits referenced in this Agreement and any applicable Order Forms.
BY (1) CLICKING A BUTTON OR BOX INDICATING ACCEPTANCE (E.G., "I AGREE TO THE OCEANBASE CLOUD SERVICES AGREEMENT", "ACCEPT", "OK" OR SIMILAR), (2) PLACING OR EXECUTING AN APPLICABLE ORDER FORM, OR (3) ACCESSING OR USING ANY OCEANBASE CLOUD SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS RELEVANT AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE, THE TERM "CUSTOMER" OR "YOU" SHALL REFER TO SUCH ENTITY AND ITS RELEVANT AFFILIATES. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OCEANBASE CLOUD SERVICES.
1. Use and Provision of the Services
1.1 Provision of the OceanBase Cloud Services.
1.1.1 In consideration for your payment of the Charges, and subject to the terms and conditions of this Agreement (including in particular Section 1.2), from the Effective Date and throughout the Term, we hereby authorise you, on a worldwide, non-exclusive, non-transferable, non-sub-licensable and revocable basis, to access and use: (i) the OceanBase Cloud Services as made available to you hosted on third-party cloud centres; and (ii) the SDKs and Documentation relevant to the receipt of the OceanBase Cloud Services.
1.1.2 Throughout the Term, and subject to the terms and conditions of this Agreement , we will provide you with the level of support in accordance with the SLA. We may engage Amazon Web Services ("AWS") and/or other third party service providers to provide services to us in connection with our provision of the OceanBase Cloud Services.
1.1.3 You agree to use the OceanBase Cloud Services in accordance with the terms of this Agreement, the applicable Order Form, the Acceptable Use Policy and any other instruction from us, and all Laws applicable to your use of the OceanBase Cloud Services.
1.1.4 If you purchase support services for the OceanBase Cloud Services ("Support Services"), we will provide you with Support Services in accordance with the applicable OceanBase Cloud Support Plans and Policies, which may be amended from time to time.
1.2 Your Obligations.
1.2.1 In your use of the OceanBase Cloud Services during the Term, you shall:
(i) acknowledge that the OceanBase Cloud Services, all relevant SDKs and Documentation are made available to you solely for lawful purposes and use, and agree to comply with all applicable Laws;
(ii) be responsible for providing and maintaining all hardware, software, browsers, communication connectivity and bandwidth required for your use of the OceanBase Cloud Services, unless such items are provided by us pursuant to this Agreement or as otherwise agreed by the Parties;
(iii) ensure that Customer Systems meet all requirements specified in the Documentation and are otherwise suitable for the purposes of accessing the OceanBase Cloud Services;
(iv) in a timely manner, cooperate with us, and/or any Person designated by us, and provide such information, data, equipment, systems, materials and data interfaces and all other resources as reasonably necessary for us to properly deliver the OceanBase Cloud Services and perform our obligations under this Agreement; and
(v) be solely responsible for making appropriate use of the OceanBase Cloud Services to ensure a level of security appropriate to Customer Data, including, where appropriate, implementation of encryption functionality, pseudonymization of Customer Data, and/or back-up of your Customer Data.
1.2.2 Unless expressly permitted in this Agreement, you shall not access or use or attempt to access or use the OceanBase Cloud Services in any way that causes, or may cause, damage to the OceanBase Cloud Services or OceanBase Systems, or impairment of the availability or accessibility of the OceanBase Cloud Services or OceanBase Systems.
1.2.3 You shall be solely responsible for:
(i) your use of the OceanBase Cloud Services, including:
(a) when registering to use the OceanBase Cloud Services, providing accurate and complete information and agreeing to update such information to ensure that it remains accurate and complete;
(b) keeping your account details secure at all times, and not disclosing your account details to any other Person nor permitting anyone to access your account at any time; and
(c) taking all necessary steps, and exercising reasonable care and diligence, to prevent your account details from being used without authorisation or fraudulently;
(ii) informing us pursuant to Section 14.5 immediately if you:
(a) find or believe that there have been any unauthorised instructions issued under your account;
(b) find or believe that your account details may be lost, or stolen by or disclosed to any unauthorised Person(s); and/or
(c) find or believe that your account details have been used without authorisation;
(iii) paying attention to notifications or correspondence sent to you by us or our Affiliates. If you have not authorised any input or upload of Customer Data but have received such notifications, you agree to contact us immediately, and report any suspicious activities;
(iv) any use of any software, application, system, hardware, technology, process, products, or services not provided by us ("**Third-party Products and Services**") in connection with your use of the OceanBase Cloud Services. We will have no liability with respect to such Third-party Products and Services;
(v) ensuring that your use of any Third-party Products and Services will not cause damage to the OceanBase Cloud Services or OceanBase Systems, or impairment of the availability or accessibility of the OceanBase Cloud Services or OceanBase Systems; and
(vi) the acts or omissions of your Representatives and/or End Users as if they were your acts and omissions.
1.3 Non-exclusivity. Nothing in this Agreement shall limit or otherwise affect the freedom of us or any of our Affiliates to contract with any other parties for the provision of the OceanBase Cloud Services.
1.4 Preview Service Terms. We may make available to you certain products, features, services, software, regions or cloud vendors that are not yet generally available to other customers of the OceanBase Cloud Services, including such products, features, services, software, regions or cloud vendors that are labelled as "preview", "pre-release", "free trial" or "beta" (each a "Preview"). You may access and use such Previews solely for your internal evaluation purposes and in accordance with applicable preview terms. In the event of any conflict between this Agreement and the applicable preview terms, the applicable preview terms shall govern and control solely with respect to the corresponding previews. We may suspend or terminate your access to or use of any Preview at any time. Notwithstanding anything to the contrary in this Agreement, after suspension or termination of your access to or use of any Preview for any reason, you will not have any further right to access or use the applicable Preview.
2. IP Rights
2.1 IP Ownership.
2.1.1 You acknowledge and agree that (i) any and all OceanBase IP is and shall remain owned by us and/or our licensors (as applicable), (ii) we own and shall retain, or license and shall retain our rights under licences for, all OceanBase IP, and (iii) the OceanBase Cloud Services contain, embody and are based on patented or patentable inventions, trade secrets, copyrights and other IP Rights owned by us and/or our licensors (as applicable). Your rights with respect to the OceanBase Cloud Services are limited to those granted pursuant to the terms and conditions in this Agreement. All rights in OceanBase IP not expressly granted to you under this Agreement are reserved by us. Nothing in this Agreement transfers from us to you any proprietary right or interest in and to any OceanBase IP.
2.1.2 You acknowledge that the OceanBase Cloud Services are offered as an online, hosted solution, and that, unless otherwise pursuant to this Agreement or otherwise agreed between the Parties in writing, you have no right to obtain a copy of the underlying computer code for the OceanBase Cloud Services.
2.1.3 You own and shall retain all right, title and interest in and to all Customer IP. All rights in Customer IP not expressly granted to us under this Agreement are reserved by you. Nothing in this Agreement transfers from you to us any proprietary right or interest in any Customer IP.
2.2 Licence of Customer IP. You hereby grant to us and our Affiliates a worldwide, irrevocable, non-exclusive, sub-licensable (through multiple tiers), royalty-free licence to use, and to allow our Affiliates and Representatives to use, Customer's account details, Customer IP and Customer's Pre-Existing Material during the Term for (i) providing the OceanBase Cloud Services, (ii) preventing or addressing technical issues with respect to the OceanBase Cloud Services, (iii) otherwise performing our obligations stipulated in this Agreement, and (iv) complying with applicable Laws.
2.3 Licence of Feedback. If you choose to provide us with any Feedback, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable licence under your IP Rights to use the Feedback in our and our Affiliates' businesses and to disclose such Feedback to others without restriction or payment. For the avoidance of doubt, we may use the Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve, any of our products/services (without limitation to the OceanBase Cloud Services) and our other offerings without attribution or compensation.
2.4 Marketing. We may use and display your name, logo, trademarks, and service marks on our websites and in our marketing materials in connection with identifying you as a customer of ours. Upon your written request, we will promptly remove any such marks from our websites and, to the extent commercially feasible, our marketing materials.
2.5 No copying. You shall not make any copies of any OceanBase IP, or any part thereof, for any purpose other than expressly permitted under this Agreement.
2.6 No Reverse Engineering; Other Restrictions. You shall not, directly or indirectly: (i) sell, rent, lease, redistribute, sub-license or transfer the OceanBase Cloud Services or any of any OceanBase IP; (ii) make or attempt to make any modification to, reverse engineer, decompile, disassemble, or otherwise seek to recreate the source code or underlying functionality of the OceanBase Cloud Services or any SDK; (iii) modify, port, translate, adapt, alter, frame or create derivative works based on the OceanBase Cloud Services; (iv) use the OceanBase Cloud Services for the benefit of any third parties or in any way other than what is expressly permitted in this Agreement; (v) create Internet links to the OceanBase Cloud Services, or frame or mirror the web page(s) from which the OceanBase Cloud Services are accessed; (vi) remove, alter or obscure any proprietary notice, labels or marks on any web pages(s) or Site or platforms (as applicable) from which the OceanBase Cloud Services are accessed; or (vii) disable or circumvent any access control or related process or procedure established with respect to the OceanBase Cloud Services.
3. Data Rights, Data Security and Data Protection
3.1 Licence of Customer Data. You hereby grant to us during the Term a worldwide, irrevocable, non-exclusive, sub-licensable (through multiple tiers), and royalty-free licence to process any Customer Data (including transfer of any such Customer Data to third parties for processing) for the purpose of facilitating us to provide the OceanBase Cloud Services. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and IP Rights to use all Customer Data. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach by you of this Agreement including, without limitation, non-payment.
3.2 Usage Data. Notwithstanding anything to the contrary in this Agreement, we may collect Usage Data to develop, support, modify, improve and operate our products and services, including the OceanBase Cloud Services. We may not share any Usage Data that includes your Confidential Information with a third party except (i) as permitted by Section 8, or (ii) to the extent the Usage Data is aggregated or anonymised such that you and your End Users cannot be identified.
3.3 Other Data. Notwithstanding anything to the contrary in this Agreement, we may collect and use non-personal, anonymous, aggregated, statistical, performance data, derived data or anonymised data (other than Customer Data), and other performance information for legitimate business purposes, such as support, reporting, research, improvements to OceanBase Cloud Services, industry partnerships, and other legitimate internal business purposes. You also agree that we may collect and/or use your Personal Data (including, without limitation to, the know-your-client information and financial information) that third party service providers have collected from you, for the purposes of payment collection and other legitimate business purposes contemplated under this Agreement.
3.4 Our Obligations. Without limiting your obligations under Section 1.2, we will implement commercially reasonable and appropriate measures designed to help you secure Customer Data against accidental or unlawful loss, access or disclosure. When processing Customer Data under this Agreement, we will comply with the DPA and other applicable standards and policies published by us from time to time.
3.5 Data Loss Prevention. You acknowledge and agree that we may, from time to time and in our sole discretion, implement other technology or software including data loss prevention software, to monitor, analyse and report on your use of the OceanBase Cloud Services.
3.6 Your Warranties.
3.6.1 You warrant that you have and will have all necessary consents, rights, waivers, licences, approvals or authorisations to provide the Customer Data to us and for us to process the Customer Data for the purposes of this Agreement.
3.6.2 You warrant that the Customer Data uploaded by you or any software, application, system, products, or services you use in connection with your use of the OceanBase Cloud Services does not infringe any OceanBase IP or any IP Rights of any third party, and your use of the OceanBase Cloud Services will not infringe the legitimate rights and interests of any third party.
3.6.3 You warrant that the processing of Customer Data by us will not violate any Laws or the rights of any third party.
3.6.4 You warrant that you will not upload to the OceanBase Cloud Services any HIPAA Data unless you have entered into a BAA with us. Unless a BAA is in place, we have no liability or obligation under this Agreement for HIPAA Data provided by you, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations.
3.7 Your Obligations.
3.7.1 You shall ensure that your use of the OceanBase Cloud Services, including all Customer Data submitted or provided by you, shall be in compliance with all applicable Laws, including, without limitation, any data localisation or data sovereignty Laws, regulations, and any other third party legal requirements applicable to you.
3.7.2 You shall be solely responsible for the accuracy, completeness, sufficiency, content and legality of all Customer Data and all of your instructions to us in relation to your Customer Data.
3.7.3 If any third party claims that the Customer Data uploaded by you or any software, application, system, products, or services you use infringes the IP Rights of such third party, you shall provide us with evidence of your ownership over the Customer Data and/or your IP Rights or licence to use such software, application, system, products, or services as soon as possible all. You shall be responsible for handling any relevant complaints, claims, litigation or potential threats in respect of any such infringement claim, and shall take all steps necessary to indemnify, defend and hold us harmless from any and all Losses incurred by us arising out of such third party infringement claim.
3.8 Without prejudice to Section 10.2, in the event that you breach your representation and warranty in Section 3.6, you shall indemnify, defend and hold us harmless from any and all Losses arising out of or in relation to such breach.
3.9 The DPA and its schedule (if any) are hereby incorporated by reference into this Agreement and shall form an integral part thereof.
4. System Security
4.1 You shall comply with all of our and our Affiliates' directions, system and data security requirements, policies and rules imposed from time to time or as otherwise required by us.
4.2 You must not breach, tamper with, compromise or circumvent any security measures included in system and data security requirements, policies and/or rules or as otherwise required by us.
4.3 You shall ensure that only authorised personnel can gain access to the OceanBase Cloud Services and other OceanBase Systems and shall prevent a Personal Data Breach or unauthorised or unlawful use, destruction, alteration or loss of data, information or software contained therein.
5. Fees and Payment
5.1 Fees. We calculate and bill Charges monthly. You acknowledge that the amount billed each month may vary depending on the volume of your usage of the OceanBase Cloud Services and that we may bill you more frequently for fees accrued in our discretion, including if we suspect that your account may be fraudulent or at risk of non-payment.
5.2 Billing. After you set up your payment method, we will issue invoice and billing details for the previous month at the beginning of each month, which will be no later than the 10th day of each month. Billing details include line item costs for the chargeable metrics.
5.3 Payment. You will pay us the applicable fees and Charges for use of the OceanBase Cloud Services using one of the payment methods we support. You shall make payment in full within thirty (30) days of the invoice issuance date. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding (except on the terms of Section 5.9).
5.4 Change of Fees. We may increase or add new fees and Charges for the OceanBase Cloud Services you are using by giving you at least thirty (30) days' prior notice. In the event that we change the pricing for the OceanBase Cloud Services, the fees payable by you will increase or decrease in accordance with any such changes upon the date specified in the notice.
5.5 Provision of Financial Information. You need to provide certain financial information to us before you begin using the OceanBase Cloud Services. This financial information will solely be used for billing and payment purposes, as set forth in this Section 5.
5.6 Taxes. Unless otherwise expressly specified in this Agreement, all amounts due and payable by you to us under this Agreement or the Order Forms are exclusive of any taxes or duties imposed by applicable Law. You shall be responsible for the payment of all such taxes (including goods and services tax or other similar tax, withholding tax and indirect tax), levies, and assessments imposed upon you or us arising from or in connection with this Agreement. You shall make all payments to us free and clear of, and without reduction for, any withholding or other taxes. Any such taxes imposed on payments to us shall be your sole responsibility, and you shall gross up the withholding tax to the relevant payment, ensuring that the net amount actually received by us (free and clear of withholding tax, whether assessed against you or us) shall be equal the full amount we would have received as if no such deduction required. You shall also provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid. Parties shall cooperate and work together in good faith to mitigate any taxes payable in relation to this Agreement (including by making any necessary filings, or applying for exemptions, authorisations or consents in accordance with the applicable Laws), provided such measures are reasonably available under the applicable Laws.
5.7 Reimbursements. You will reimburse us for reasonable expenses related to providing the OceanBase Cloud Services, such as the transaction fees charged by banks in the process of your payment to us. Except as otherwise expressly provided herein, all fees and Charges paid to us are non-refundable.
5.8 Late Payments. If you do not pay an invoice by the due date, a late payment fee shall be applied to any such outstanding amount. Without prejudice to our right to termination pursuant to Section 6.2, we may elect to charge you interest at the rate of one point five percent (1.5%) per month (or the highest rate permitted by Law, if less) on all late payments.
5.9 Purchase through AWS. Notwithstanding the provisions herein, if you purchase OceanBase Cloud Services through AWS, the payment terms of AWS shall apply.
6. Term and Termination
6.1 Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with this Agreement. If you place any Order Form and there is no Order Form currently in effect, either Party may terminate this Agreement upon written notice to the other Party. Each Order Form will terminate upon expiry of the service term under each applicable Order Form, unless expressly stated otherwise therein or in this Agreement. Notwithstanding anything to the contrary in this Agreement, we reserve the right to modify or discontinue any product, feature, function or other component of the OceanBase Cloud Services, or discontinue the OceanBase Cloud Services in any region at our sole discretion. If a change materially affects your use of the OceanBase Cloud Services (excluding any Preview provided under Section 1.4 of this Agreement), we will provide you with at least thirty (30) days' prior written notice in accordance with Section 14.5 of this Agreement. You acknowledge and agree that the aforementioned modification or discontinuation of the OceanBase Cloud Services shall not affect your ongoing obligations under this Agreement with respect to any other OceanBase Cloud Services you continue to use.
6.2 Termination.
6.2.1 Either Party may terminate this Agreement (including all related Order Forms), immediately by giving written notice of termination to the other Party if: (i) the other Party has materially breached, or is no longer compliant with or is at risk of no longer being compliant with, any provision of this Agreement and (where the breach is capable of being remedied, which does not include non-payment) that breach has not been remedied within thirty (30) days after receipt of notice from the non-breaching Party requiring the breaching Party to remedy it; (ii) the other Party has, in the reasonable opinion of the Party terminating this Agreement, breached Section 14.8; (iii) the other Party suffers an insolvency event; or (iv) the other Party breaches Data Protection Laws.
6.2.2 We may terminate this Agreement immediately by written notice to you if: (i) notwithstanding Section 6.2.1(i), you fail to make any payment to us with respect to any amount in accordance with the terms of this Agreement and the invoice issued to you; (ii) you engage in any activities that may adversely affect our interests; or (iii) any change occurs in applicable Laws which makes it unlawful for either Party to continue this Agreement, as it becomes known either to you or to us.
6.3 Effect of Termination. Upon termination or expiry of this Agreement: (i) we shall immediately terminate provision of the OceanBase Cloud Services; (ii) you shall: (a) immediately cease using any OceanBase Cloud Services, and cease using and accessing the platform, and delete the SDKs from Customer Systems; (b) promptly return to us or destroy any Confidential Information and any other materials that we may have provided to you during the Term then in your possession; and (c) upon our request, provide written certification to us certifying that all such Confidential Information and other materials have been returned or destroyed (as the case may be); (iii) the expiry or termination of this Agreement does not affect any rights of either Party in respect of this Agreement which accrued prior to such expiry or termination, or which otherwise relate to or arise from any breach or non-observance of obligations under this Agreement; and (iv) any amounts due and payable by you under this Agreement or the related Order Forms shall become due and payable to us in full immediately.
Except where an exclusive remedy is specified, the exercise of either Party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by Law, in equity or otherwise.
6.3.2 The obligations and rights of each Party set out in Sections 2, 3.2, 3.3, 3.8, 8, 9, 10, 11, 6.3, 13, 14 and 15 shall survive the termination or expiry of this Agreement.
6.3.3 After the termination or expiry of this Agreement, upon your request, we will make Customer Data (as it exists as of the termination date or expiry date) available for a period of seven (7) days as of the termination date or the expiry date for your retrieval ("Retrieval Period"). After the expiry of the Retrieval Period, and except as may be required by Law, (i) we shall have no further obligation to make Customer Data available, and thereafter promptly delete any of Customer Data that remains in OceanBase Cloud Services; and (ii) you will have no further access to Customer Data and shall cease use of and access to the OceanBase Cloud Services (including any OceanBase IP) and delete all copies of our software, documentation, any associated passwords or access codes, and any other OceanBase Confidential Information in your possession.
6.4 Notwithstanding any termination or anything to the contrary in this Agreement or any applicable Order Form, you shall pay for all of your use of the OceanBase Cloud Services pursuant to Section 4 of this Agreement.
7. Suspension
7.1 We may suspend the provision of the OceanBase Cloud Services if: (i) any amount due to be paid by you to us under this Agreement or the invoice is overdue; or (ii) you have otherwise breached any term of this Agreement,
in which event, such suspension action shall not give rise to any cause of breach of contract or other liability against us.
7.2 You acknowledge that the OceanBase Cloud Services might be unavailable from time to time. Unavailability of the OceanBase Cloud Services caused directly or indirectly by any of the following events shall not be considered a breach by us of this Agreement: (i) any problem, event or delay that is outside our reasonable control (including, without limitation, a Force Majeure Event, an event that is attributable to a third party data centre that is not hosted by us); (ii) a fault or failure of the Internet or any public telecommunications network; (iii) a fault or failure of your computer systems or networks, or Third-party Products and Services; (iv) a fault or failure of devices used by End Users for accessing the OceanBase Cloud Services; (v) any breach by you of this Agreement; or (vi) scheduled, urgent or emergency maintenance, upgrades or updates carried out in accordance with this Agreement.
8. Confidentiality
8.1 "Confidential Information" means all information (whether oral, written or in another form) disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), directly or indirectly, that is: (1) by its nature or by the circumstances of the disclosure, or could reasonably be expected to be, regarded as confidential; (2) marked as or instructed to be confidential at the time of disclosure to the Receiving Party, or if disclosed in oral form, is identified as confidential at the time of disclosure to the Receiving Party; or (3) proprietary (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation).
Your Confidential Information includes Customer Data, business and marketing plans, and information comprised in or relating to any of the Customer IP. Our Confidential Information includes all the technology and specifications relating to OceanBase Cloud Services, all Order Forms (including pricing), business and marketing plans, product plans and designs, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other IP Rights and technical information, and information comprised in or relating to any of OceanBase IP.
However, Confidential Information does not include information which: (a) the Disclosing Party specifies is not confidential; (b) has been duly received by the Receiving Party from a third party which, to the knowledge of the Receiving Party, is not subject to a confidentiality obligation to the Disclosing Party; (c) is or becomes part of the public domain (other than through breach of either this Agreement or any other obligation to the Disclosing Party); (d) was already known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (e) was independently developed by the Receiving Party without reliance on any Confidential Information of the Disclosing Party.
8.2 Ownership. As between the Parties, each Party retains all ownership rights in and to its Confidential Information.
8.3 Receiving Party's Obligations. A Receiving Party shall: (i) keep all Confidential Information confidential; (ii) use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable standard of care); (iii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and where any disclosure is required, such disclosure shall be subject to confidentiality restrictions substantially similar to those in this Section 8; (iv) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement; and (v) promptly notify the Disclosing Party in writing of any potential, suspected or actual breach of this Section 8.
8.4 Compliance Requirements. Neither Party shall be deemed to have contravened this Section 8 in the event that it discloses Confidential Information to the extent required by Law, to any Government Agency, or to a court of competent jurisdiction to comply with any Compliance Requirement or a requirement of any securities exchange. To the extent that is both reasonably practicable and permitted by applicable Laws, the Party required to make such disclosure shall give the Disclosing Party as much prior notice of the disclosure as possible, and provide assistance and cooperation to allow the Disclosing Party to take action, at the Disclosing Party's expense, to prevent or minimise the disclosure of Confidential Information.
8.5 The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at Law.
8.6 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information, other than those expressly stated in this Agreement, are granted to the other Party, or are to be implied from this Agreement.
9. Warranty
9.1 Each Party warrants and represents that: (i) it has full capacity and authority to enter into and to perform this Agreement; and (ii) this Agreement constitutes a legal, valid and binding agreement between the Parties.
9.2 THE OCEANBASE CLOUD SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS: (I) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING OCEANBASE CLOUD; AND (II) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES: (A) OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, non-misappropriation, OR QUIET ENJOYMENT; (B) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (C) THAT OCEANBASE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF SECURITY DEFECTS OR HARMFUL COMPONENTS; (D) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED; (E) THAT WE WILL REVIEW THE CUSTOMER DATA FOR ACCURACY; (F) THAT WE WILL BE RESPONSIBLE FOR ANY delays, failures or other damage resulting from limitations and other problems not in our control and inherent in the use of the Internet and electronic communications; AND (G) THAT WE WILL BE RESPONSIBLE FOR any liability with respect to any Third-party Products AND Services.
10. Indemnification
10.1 Indemnity by OceanBase
10.1.1 Subject to Section 10.1.2, we agree to indemnify, defend and hold harmless you and your Affiliates against all Losses relating to any third party claim alleging that the OceanBase Cloud Services, when used in accordance with this Agreement, infringes any IP Right of such third party. This section sets forth your sole remedy with respect to any claim of intellectual property infringement.
10.1.2 For avoidance of doubt, the foregoing indemnification obligation of us shall not apply to any third party claim arising out of or resulting from any of following events: (i) the modification of the OceanBase Cloud Services by any party other than us or based on your specifications or requirements; (ii) the combination of the OceanBase Cloud Services with any Third-party Products and Services; (iii) any use of the OceanBase Cloud Services in non-compliance with this Agreement; or (iv) any action arising as a result of Customer Data or any Third-party Products and Services.
10.1.3 If your use of the OceanBase Cloud Services results in (or in our opinion is likely to result in) an infringement claim, we may: (i) procure for you the right to continue to use the OceanBase Cloud Services; (ii) replace or modify the OceanBase Cloud Services to render your use in accordance with this Agreement non-infringing; or (iii) terminate this Agreement, or the applicable Order Form and refund to you any prepaid unused fees for the applicable OceanBase Cloud Services.
10.2 Indemnity by Customer
10.2.1 You agree to indemnify, defend and hold harmless OceanBase and its Affiliates against all Losses relating to: (i) your use of the OceanBase Cloud Services; or (ii) any third party claim that the following constitutes an infringement of any IP Rights of such third party: (a) our use of Customer IP, Customer Data or Feedback in accordance with this Agreement; or (b) unauthorised use by you or your Affiliates or Representatives of the OceanBase Cloud Services or any OceanBase IP not in accordance with the terms of this Agreement.
10.3 Indemnity Procedures. In the event of any potential indemnity obligation under this Section 10, (i) the indemnified Party shall notify the indemnifying Party in writing promptly after becoming aware of any claim which might give rise to an indemnity under this Agreement or any applicable Order Form formed thereunder. The indemnifying Party may, subject to Section 10.3(iv), choose to settle or contest such claim; (ii) the indemnifying Party may, at its election, conduct the defence of a third party claim by written notice to indemnified Party, at indemnifying Party's reasonable expense; (iii) the indemnified Party shall make commercially reasonable efforts to mitigate the Loss in connection with such claim, and upon request of the indemnifying Party, and at the indemnifying Party's reasonable expense, the indemnified Party shall provide all cooperation and assistance reasonably requested by the indemnifying Party; and (iv) neither the indemnifying Party nor the indemnified Party may make or accept any offer of settlement without the other's prior written consent, and such consent not to be unreasonably withheld, conditioned or delayed.
10.4 Failure by the indemnified Party to notify the indemnifying Party of a claim under this Section 10 shall not relieve the indemnifying Party of its obligations under Section 10. However, the indemnifying Party shall not be liable for any litigation expenses the indemnified Party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying Party in accordance with this Section 10. Any indemnification obligation under this Section 10 shall not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party's prior written consent.
11. Limitations of Liability
11.1 CONSEQUENTIAL LOSS. SUBJECT TO SECTION 11.4, BUT OTHERWISE NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY, WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNITY), IN TORT (INCLUDING NEGLIGENCE), UNDER ANY STATUTE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR OR IN RESPECT OF: (i) ANY LOSS OF PROFIT OR SAVING, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF REVENUE AND LOSS OF OPPORTUNITY, LOSS OF OR DAMAGE TO GOODWILL AND UNAVAILABILITY OF OR CORRUPTION OF DATA; OR (ii) ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR PUNITIVE DAMAGES OF WHATEVER NATURE,
EVEN IF A PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
11.2 EXCLUSION.
11.2.1 WITHOUT LIMITING SECTION 11.1, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, WE SHALL HAVE NO LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, BREACH, OR ON ANY OTHER BASIS, WITH RESPECT TO ANY PERFORMANCE PROBLEM, CLAIM OF INFRINGEMENT OR OTHER MATTER TO THE EXTENT ATTRIBUTABLE TO ANY UNAUTHORISED OR IMPROPER USE BY YOU OR THE END USERS OF THE OCEANBASE CLOUD SERVICES OR ANY BREACH OF THIS AGREEMENT BY YOU.
11.2.2 YOU ACKNOWLEDGE THAT THE OCEANBASE CLOUD SERVICES ARE HOSTED ON A THIRD-PARTY CLOUD HOSTING ENVIRONMENT, AND THAT WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE USE OF THAT CLOUD HOSTING ENVIRONMENT.
11.3 LIABILITY CAP. SUBJECT TO SECTION 11.4, OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNITY), IN TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE OCEANBASE CLOUD SERVICES, SHALL BE LIMITED TO THE LESSER OF: (I) THE TOTAL SUMS PAID BY YOU UNDER THIS AGREEMENT OR EACH RESPECTIVE ORDER FORM IN RESPECT OF THE OCEANBASE CLOUD SERVICES PROVIDED IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE MONTH IN WHICH THE RELEVANT CLAIM IS FIRST MADE GIVING RISE TO LIABILITY; OR (II) USD 500,000.
11.4 EXCEPTIONS. THE LIMITS ON LIABILITY SET OUT IN THIS SECTION 11 SHALL NOT APPLY IN RESPECT OF: (i) ANY LIABILITY FOR DEATH OR PERSONAL INJURY; (ii) ANY LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY A PARTY; (iii) ANY LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY A PARTY; (iv) THE OBLIGATION ON YOU TO PAY ANY FEES ACCORDING TO THIS AGREEMENT OR THE RESPECTIVE ORDER FORM; OR (v) ANY OTHER LIABILITY TO THE EXTENT TO WHICH IT CANNOT BE LAWFULLY EXCLUDED.
12. Force Majeure and Change in Law
12.1 Neither Party, nor its respective Affiliates or Representatives, shall be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from a Force Majeure Event. 12.2 A Party affected by a Force Majeure Event shall: (i) use all commercially reasonable efforts to avoid, remove or limit the effects of the Force Majeure Event on its performance of the suspended obligations as quickly as possible including implementing a business continuity plan designed to minimise any disruption to its business if any Force Majeure Event affects the performance of its obligations under this Agreement; (ii) provide written notice to the other Party within seven (7) days after the occurrence of a Force Majeure Event; and (iii) re-commence performing the suspended obligations as soon as reasonably possible. 12.3 During the period for which an obligation of the affected Party is suspended pursuant to Section 12.1, the other Party to whom the obligation is owed may (at that Party's cost) make alternative arrangements for the performance of the suspended obligation (whether by another Person or otherwise), without any liability to the affected Party. 12.4 If a Force Majeure Event (other than a Change in Law) continues for more than six (6) months, either Party may terminate this Agreement by giving fourteen (14) days' written notice to the affected Party. 12.5 Notwithstanding Section 12.4, where we reasonably determine that compliance with this Agreement would or is likely to cause us or any of our Affiliates to violate any applicable Law as a result of a Change in Law, we may immediately suspend or terminate this Agreement and/or the Order Forms, in part or in full, by fourteen (14) days' prior written notice to you. 12.6 If a Change in Law has or is likely to have a materially adverse impact on a benefit allocated by this Agreement to a Party, then upon reasonable request of the affected Party, the Parties shall negotiate in good faith with a view to amend this Agreement so as to preserve the affected benefit.
13. Governing Law and Dispute Resolution
13.1 Governing Law. This Agreement, any Order Form and any non-contractual obligations arising out of or in connection with this Agreement shall be exclusively governed by, and construed in accordance with, the laws of Singapore.
13.2 Arbitration.
13.2.1 Any dispute arising out of or in connection with this Agreement, including any dispute as to the validity, existence, interpretation, performance, breach or the consequences of nullity or termination of this Agreement or this Section 13 or any non-contractual obligations arising from or in connection with this Agreement ("Dispute") shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre ("SIAC"), in accordance with the Arbitration Rules of the SIAC for the time being in force ("Rules"), which Rules are deemed to be incorporated by reference in this Section 13.2.1, and capitalised terms used in this Section 13.2.1 which are not otherwise defined in this Agreement have the meaning given to them in the Rules. The seat of arbitration shall be Singapore, and the language of the arbitration proceedings shall be English. The arbitral tribunal shall consist of three (3) arbitrators which shall be appointed in accordance with the Rules.
13.2.2 Each Party shall bear its own costs in relation to the Dispute and share equally the costs of arbitration unless otherwise awarded by the arbitrator.
14. Miscellaneous
14.1 Entire Agreement. This Agreement and all the Order Forms entered into hereunder, together with the SLA, the DPA and the Acceptable Use Policy (and, if applicable, the BAA), and any other addendums/policies/terms and conditions incorporated into this Agreement comprise the entire agreement between OceanBase and Customer relating to the subject matter hereof. All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Agreement are superseded by this Agreement and are of no effect. No provision of this Agreement or a right created hereunder may be waived or varied except in writing and executed by the Parties to be bound.
14.2 Assignment. You shall not assign, transfer or novate any of your rights, interest, benefits and/or obligations under this Agreement, without our prior written consent (such consent not to be unreasonably withheld). We are entitled to assign, transfer or novate at our sole discretion any of our rights, interest, benefits and/or obligations under this Agreement (in whole or in part) without your consent, and shall provide you with a written notice of any such assignment, transfer or novation. Any purported assignment, transfer or novation in breach of this Section 14.2 is of no effect.
14.3 Rights of Third Parties. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of the terms of this Agreement. Notwithstanding any references to a Party's Affiliates in this Agreement, the terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors and assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, unless stated otherwise in this Agreement.
14.4 Implied Waiver. The waiver by a Party of a breach or default by the other Party of any provision of this Agreement, or the failure on the part of either Party to exercise any right or privilege, shall not be construed as a waiver of any subsequent breach or default by the other Party, or as a waiver of any such provision, right, or privilege.
14.5 Notices. Any notice or other communication in connection with this Agreement (each a "Notice") shall be given in English in writing in accordance with this Section 14.5. We may provide you with notice under this Agreement by (a) posting a notice on the Site or (b) sending a message to the email address then associated with your account. Notices provided by posting on the Site will be effective upon posting and notices provided by email will be effective when we send out the email. It is your responsibility to keep the email address associated with your account current. You may provide us with notice under this Agreement by both (i) sending written notice in English to: Lazada One, 51 Bras Basah Rd, Singapore 189554, and (ii) sending a copy via email to contact-us@oceanbase.com.
14.6 Invalidity and Severability. If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. To the extent it is not possible to delete or modify the provision, in whole or in part, under this Section 14.6, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under this Section 14.6, not be affected.
14.7 Nature of Relationship. Nothing in this Agreement shall be construed as creating an agency, joint venture, distributorship, franchise, commercial agency, fiduciary or employment relationship among or between OceanBase and Customer, and neither Party has any right, power or authority to act or to create any obligation, express or implied, on behalf of the other Party.
14.8 Export Compliance.
14.8.1 To the extent that the performance of us and/or you under this Agreement is subject to any governmental restrictions or applicable Laws on exports and/or imports, disclosures of technologies to foreign Persons, exports of the same and/or derivative products thereof ("Trade Laws"), the relevant Party shall comply, at its sole expense, with all applicable Trade Laws (including all classification, licensing, authorisation, documentation and reporting requirements), and shall each use its commercially reasonable efforts to obtain and maintain all necessary approvals for its own activities required by the applicable Government Agencies in the relevant territories. Each Party shall cooperate with the other Party to ensure compliance with all applicable Trade Laws.
14.8.2 You shall also use your commercially reasonable efforts to ensure that none of your products and/or services that incorporate the OceanBase Cloud Services shall be made available to any Person who is designated as a Sanctioned Person or located, incorporated or ordinarily resident in any country that is the subject of export controls and sanctions from applicable Laws, including but not limited to United States, Singapore, EU, Japan, and China.
14.8.3 You agree to comply with all Trade Laws of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) you represent and warrant that you are not located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; (ii) you represent and warrant that you are not listed on the export control blacklists imposed by United States, Singapore, EU, Japan, China, and other applicable jurisdictions where OceanBase Cloud Services are offered; (iii) you will not (and will not permit any third parties to) access or use the OceanBase Cloud Services in violation of any U.S. export embargo, prohibition or restriction; (iv) you will not resell, transfer, or make accessible the OceanBase Cloud Services to military or weapon end users sanctioned by US Commerce, Treasury, and/or State Department; and (v) you will not submit to the OceanBase Cloud Services any information that is controlled under the U.S. International Traffic in Arms Regulations.
14.8.4 We reserve the right to terminate the OceanBase Cloud Services and may seek necessary remediations and/or compensations permitted by this Agreement from you who was found to be violating or have violated the applicable Trade Laws and Laws on sanction.
14.9 Modifications to this Agreement. We may modify this Agreement (including the SLA, the Acceptable Use Policy, the DPA, the OceanBase Cloud Support Plans and Policies, and, if applicable, the BAA) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Section 14.5. By continuing to use the OceanBase Cloud Services after the effective date of any modifications to this Agreement, you agree to be bound by such modified terms.
14.10 Further Assurances. Each Party shall from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give full effect to the provisions of this Agreement and the transactions contemplated by it.
14.11 Costs. Each Party shall bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
14.12 Language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
15. Definitions. In this Agreement, unless the context otherwise requires:
"Acceptable Use Policy" means the policy which is available at Site (and any successor or related locations designated by us), as may be updated by us from time to time.
"Affiliate" means any Person directly or indirectly Controlling, Controlled by, or under common Control with that party. For the purposes of this definition, "Control," "Controlling," and "Controlled" mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a Person by contract, by virtue of share ownership or otherwise.
"BAA" means a business associate agreement governing the Parties' respective obligations with respect to any HIPAA Data uploaded by you to the OceanBase Cloud Services in accordance with the terms of this Agreement.
"Change in Law" means the promulgation of any new applicable Law, or the amendment or change in interpretation of any existing applicable Law.
"Charges" means the charges payable by Customer to OceanBase in consideration for the use of the OceanBase Cloud Services.
"Customer Data" means any data or content that is transferred or uploaded by or on behalf of you or your End Users to the OceanBase Cloud Services. For clarity, Customer Data does not include your OceanBase Cloud account information, purchase and payment information, or any data generated by you relating solely to your use of the OceanBase Cloud Services (e.g., Feedback and Usage Data such as error logs).
"Customer IP" means IP Rights subsisting in Customer's Pre-Existing Material, customer services (exclusive of any OceanBase IP incorporated therein), Customer Systems and Customer Data.
"Customer Systems" means the software, hardware, services and infrastructure used by Customer to access and use the OceanBase Cloud Services.
"Data Protection Laws" means, in respect of a Party, all Laws relating to data protection and privacy applicable to that Party in exercising its rights or fulfilling its obligations under this Agreement, including the Personal Data Protection Act 2021 of Singapore.
"Documentation" means documentation provided by OceanBase or its Affiliates to Customer, which sets out descriptions, guidelines and instructions with respect to the functions and use of the OceanBase Cloud Services.
"DPA" means the OceanBase Data Processing Addendum, a current version of which is available at Site.
"Effective Date" is the date which is the earlier of (i) when you check a button or box confirming that you agree with the terms of this Agreement (e.g., "I agree to the OceanBase Cloud Services Agreement", "Accept", "OK" or similar), (ii) the effective date of the first applicable Order Form, or (iii) when you first access or use any OceanBase Cloud Services.
"End Users" means the individuals who are authorised by Customer to use the OceanBase Cloud Services, which may include without limitation the Customer's employees and Representatives.
"Feedback" means any requests for improvements or enhancements, suggestions for new functionality, customisations or corrections, or other feedback, comments or ideas provided by Customer in connection with the OceanBase Cloud Services or the related technical documentation.
"Force Majeure Event", in relation to an entity, means an act of nature, force or cause beyond an entity's, its Affiliates' or Representatives' reasonable control, including: (i) a fire, flood, elements of nature or other acts of God; (ii) pandemic or epidemic; (iii) an outbreak of escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iv) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (v) a labour dispute (whether or not employees' demands are reasonable or within the entity's power to satisfy); (vi) acts or omissions of a Government Agency prohibiting or impeding the affected entity (or its Affiliates or Representatives) from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, or Change in Law; and (vii) the non-performance by a third party for any similar cause beyond the reasonable control of the entity.
"Government Agency" means any government, semi-governmental, statutory, administrative, or judicial or quasi-judicial body having jurisdiction in connection with the activities contemplated by this Agreement and includes anybody having regulatory or supervisory authority over any part of the business or affairs of OceanBase, Customer, or their respective Affiliates or Representatives.
"HIPAA" means the Health Insurance Portability and Accountability Act of the United States, as amended and supplemented.
"HIPAA Data" means any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations of the United States.
"IP Rights" means any of the following rights in any jurisdiction anywhere in the world: (a) all patents and patent disclosures, utility model, design patents and rights in inventions; (b) trademarks, service marks, logos, tradenames, trade dress and domain names, together with all goodwill associated therewith; (c) copyrights, copyrightable rights, moral rights and database rights and any other rights in data or data compilations; (d) rights in know-how, confidential information, trade secrets, and proprietary rights and processes; and (e) all other intellectual property rights or forms of protection, subsisting now or in the future, having equivalent or similar effect to the rights referred to in any of the foregoing items (a) to (d), subject matter of any of the foregoing, tangible embodiments of any of the foregoing, in each case, whether unregistered or registered (including all applications, rights to apply and rights to claim priority), including all divisionals, continuations, continuations-in-part, reissues, extensions, re-examinations, renewals and extensions thereof, as applicable.
"Law" means law, statute, rule, regulation, directive, treaty, judgement, order, guidelines, decree, interpretation, permit, injunction of any Government Agency, and in each case, as amended from time to time.
"Loss" means all claims, judgments, awards, damages, losses, liabilities or costs of any kind and however arising, including legal costs (on a full indemnity basis), penalties, fines and interest.
"OceanBase Cloud Services" means OceanBase's cloud-native that is capable of being deployed on multiple cloud platforms, such as AWS, Alibaba Cloud and supports massive-scale, mission-critical online transaction processing (OLTP) and real-time analytics workloads.
"OceanBase Contracting Entity" means: (a) where Customer places Order Form through AWS, OceanBase Contracting Entity is OceanBase Hong Kong Limited, or (b) where Customer places Order Form through the Site, OceanBase Contracting Entity is OCEANBASE SINGAPORE PTE. LTD.
"OceanBase Developed Material" means any material developed by OceanBase or its Affiliates or licensors after the Effective Date, including any software, systems, data, processes, test plans, test results and know-how used or developed in connection with the OceanBase Cloud Services. For the avoidance of doubt, the following shall be considered as part of OceanBase Developed Material: any modification, feedback or ideas (in any form whatsoever) provided by Customer or its End Users related to OceanBase Developed Material (including all IP Rights in the OceanBase Cloud Services.
"OceanBase IP" means all IP Rights subsisting in the OceanBase Cloud Services, SDKs, Documentation, OceanBase Trademarks, OceanBase's Pre-Existing Material, OceanBase Developed Material and OceanBase Systems.
"OceanBase Systems" means the software, hardware, and infrastructure used by OceanBase and its Affiliates in their respective businesses.
"OceanBase Trademarks" means registered, applied-for and unregistered trademarks, brand identifiers and logos, service marks, any and all variations, modifications or enhancements to each of them, together with all goodwill associated therewith, owned by or licensed to OceanBase.
"Order Form" means the OceanBase subscription order that Customer places through the Site, or the subscription order/ordering document that Customer places through AWS or other third party service providers, as the case may be, governed by this Agreement and specifying the Ocean Cloud Services procured by Customer.
"Person" means any natural person, individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality).
"Personal Data" means:
(a) information, whether true or not, about an individual who can be identified from that piece of data or from other data to which the data recipient has or is likely to have access; or
(b) considered to be personal data, personal information, personally identifiable information or equivalent under the Data Protection Laws.
"Personal Data Breach" means any actual or suspected:
(a) loss or misuse of Personal Data by any means;
(b) unauthorised or unlawful processing, sale, or rental of Personal Data, including under Data Protection Laws and relevant data consents; or
(c) other act or omission that compromises the privacy, security or confidentiality of Personal Data.
"Pre-Existing Material" means any material or know-how that is developed, owned or licensed by a Party (or its licensor or Affiliate as the case may be) before the Effective Date.
"Representative" of a Person means an officer, director, employee, agent, auditor, adviser, consultant, joint venturer, contractor or sub-contractor of the Person or of an Affiliate of that Person, or any other Person solely when acting at the direction of or on behalf of that Person in connection with the performance of that Person's obligations under this Agreement.
"Sanctioned Person" means (i) a Person who appears on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury, the Office of Foreign Assets Control, or any other list of Persons with whom dealings are restricted or prohibited by the laws of the Republic of Singapore, the United States, the People's Republic of China, the United Kingdom, the European Union, or the United Nations, and any other jurisdiction which may apply to any transactions and/or dealings involving Customer to which this Agreement directly or indirectly applies to (collectively "Relevant Jurisdictions"), (ii) the Government Agency of any country against which any Relevant Jurisdiction maintains comprehensive economic sanctions or embargos, (iii) a national or resident of any country against which any Relevant Jurisdiction maintains comprehensive economic sanctions or an embargo, or (iv) a Person acting or purporting to act, directly or indirectly, on behalf of, or a Person owned or controlled by, any of the Persons listed in (i) to (iii) above.
"SDK" means any software development tools provided by OceanBase to Customer from time to time, for incorporation by Customer into any End User applications to enable the relevant devices to call, invoke, redirect to, communicate with, or otherwise access or use the OceanBase Cloud Services.
"Site" means our official website for the OceanBase Cloud Services. The current website is at Site.
"SLA" means OceanBase's current service level agreement for the OceanBase Cloud Services, as may be updated or amended by us from time to time. The current SLA is available at Site.
"Term" means the period of time during which Customer is authorised to access the relevant OceanBase Cloud Services as specified in the applicable Order Form.
"Usage Data" means usage and operational data in connection with Customer's use of the OceanBase Cloud Services or the operation, maintenance or support thereof, including query logs and metadata.