The Client agrees to order and use the Services in accordance with the Terms of Service in effect. The Services must be used in good faith. In particular, the Client undertakes to comply with these General Terms and Conditions of Service, the Special Terms of Service, and the applicable Third Party Product Terms of Use, as well as any information communicated to the Client at the time of the Order. When using the Services on behalf of a third party, or authorizing a third party to use the Service, the Client undertakes to communicate the relevant terms to that third party and procure compliance of the same by the relevant third party.
Before ordering and using the Services, the Client shall familiarize itself with all of the applicable Terms of Services (in particular, the Special Terms of Service and the Third Party Product Terms of Use), and study all of the documentation, configuration, options and ranges of services available, in order to select Services and characteristics suited to the Client's needs and those of the third parties for whom or on whose behalf the Services will be used. In particular, the Client shall verify that the Services are suited to the legal and regulatory requirements applicable to the activities performed within the scope of the use of the Services. In order to obtain any additional information regarding the Services, the Client may contact VNG Cloud Support as set out in article “VNG Cloud Support” hereafter. The terms and characteristics of the Services shall be updated regularly. The Client is responsible to take note of these updates, particularly when placing new orders.
To use the Services, the Client must ensure that it has access to a remote connection (such as the Internet or a private network), which it is solely responsible for and bears the costs of. The Client is hereby informed that the Internet presents technical hazards and security risks that are external to the technical measures employed by VNG Cloud in the provision of the Services. VNG Cloud shall not be held liable for any faults by Internet access providers or other third party data transport networks (including but not limited to lack of reliability of connection lines, bandwidth fluctuations, connection interruptions, etc.), nor for the consequences of said faults, particularly in cases when they result in the unavailability or discontinuity of the Services.
The Client is responsible for the management and confidentiality of the necessary means of authentication for connecting to and using the Services. The Client shall ensure that the Users are knowledgeable of and follow standard practices which enable them to maintain the confidentiality of their authentication credentials. The Client is solely responsible for any consequences which may arise from the loss, disclosure, or fraudulent or illicit use of the authentication credentials provided to Users. VNG Cloud shall in no way be held liable in this regard. The Client undertakes to immediately inform VNG Cloud of any loss or disclosure of any authentication credentials, and immediately proceed with changing said authentication credentials
With the exception of items provided by VNG Cloud, VNG Cloud does not intervene in the handling of information, data, files, systems, applications, websites and other items which are reproduced, hosted, collected, stored, transmitted, distributed, published, and more generally used and/or operated by the Client within the scope of the Services (collectively known as Content), and is forbidden from accessing said Content for any other purpose than as necessary for the execution of the Services. VNG Cloud does not perform any verification, validation or update operations on said Content. Likewise, VNG Cloud does not perform any particular backups of Content stored in the scope of the Services. Therefore, the Client is solely responsible for taking all necessary measures to safeguard its data in order to protect it against risk of loss or degradation regardless of cause. The Customer shall ensure that the Content is legal and used in accordance with applicable industry standards, laws and regulations. Any use of illegal or fraudulent Content (such as the distribution, publication, storage or transmission of content of sexually explicit material, content that is obscene, offensive, hateful or inflammatory, incites crimes against humanity, acts of terrorism, paedophilia, anti-Semitism, racism, or content inciting hatred or discrimination towards individuals by reason of their gender, religion, sexual orientation or identity, or disability), or the illegal or abusive use of Content (for example, fraudulent use of content, or use of content in violation of rights belonging to a third party such as personality rights, copyrights, patents, brands or other intellectual property rights) within the scope of Services is prohibited, and can lead to, at the sole discretion of VNG Cloud, the immediate suspension of all or part of the Services provided under the Contract, the deactivation of the Client Account and/or the termination of the Contract by VNG Cloud, without prejudice to VNG Cloud's other rights and remedies under the Contract or at law.
The Client shall use the Services in a reasonable manner and shall comply with all applicable laws and regulations. Explicitly forbidden actions include, but are not limited to, (a) abuse, fraudulent or excessive use of the Services and resources made available to the Client, particularly any use of a nature that threatens the stability and security of the VNG Cloudcloud systems or which can result in a degradation of the performance of the Services provided to other VNG Cloudcloud clients, (b) intrusions or intrusion attempts launched from the Services (including, but not limited to, port scanning, sniffing, spoofing, and more generally, attacks on external parties originating from resources made available by VNG Cloudcloud) except Penetrating Tests specifically authorized by VNG Cloudcloud pursuant to these General Terms of Service, (c) any use or attempted use of spam or any other technique similar to spamming, and (d) use of illicit or prohibited content as specified in paragraph 3.5, “Content”. For clarity sake, crypto currency mining, denial of service attacks, spamming, or any other activity designed to, or capable of disrupting, damaging or limiting the functionality of any Services are strictly prohibited. This does not affect the Client’s right to use consensus mechanisms such as “proof of stake” to verify transactions in the blockchain, provided always such mechanism does not fall under the restriction set forth in paragraph (a) above.
VNG Cloud reserves the right to suspend all or part of the Services in the event of (a) a known risk to the stability and/or security of the VNG Cloud systems or environment by the Services and/or Client Content, (b) scheduled maintenance, or (c) a request issued by a legal authority or competent judicial authority (d) noncompliance of the Client with all or part of the Terms of Services. Said suspension may occur immediately and without prior notice in case of urgency or necessity, and particularly in the case of an event such as described in point (a) and (c) above, or in case of illicit or fraudulent use of the Services, or use that is in violation of the rights of a third party, and more generally, of any use which may bind the liability of VNG Cloud. Except in relation to cases of judicial or legal requisitioning or non-compliance with the Terms of Services, VNG Cloud shall endeavour to minimise the impact of a suspension on the normal operations of the Services. Any such suspensions shall in no way release the Client from its obligation to pay the entirety of the amounts due to VNG Cloud under the Contract, which is without prejudice to the Client’s right to engage VNG Cloud’s liability in accordance with article “Liability” hereafter in case such suspensions result from VNG Cloud’s failure to fulfil its obligations. The Client can consult the maintenance schedule using the interface provided for this purpose. In the event any such suspension results in a failure by the Client to fulfil its obligations under the Contract, the suspension shall take place without prejudice to VNG Cloud’s right to terminate the contract in accordance with article “Duration, Renewal and Termination of Services” hereafter, and without prejudice to VNG Cloud's other rights and remedies at law. Except in cases of termination or non-renewal of Services, suspensions of Services shall not result in the deletion of the Client’s data. Unless suspensions result exclusively of VNG Cloud’s failure to fulfil its obligations, the duration of the aforementioned suspensions shall not count as unavailability of Services in respect with the service level agreement provided in the Agreement.
VNG Cloud may modify the Services at any time, and may add, modify or remove ranges, options or features, as well as upgrade their performance. The Services are described online on the VNG Cloud Website. The Client is responsible for keeping abreast of any updates to the Services, which are immediately applicable to any new Orders. Concerning the Services in use by the Client, the latter shall be informed by email or via its Management Interface of any substantial updates which are of a nature to downgrade said Services, at least thirty (30) calendar days before the implementation of said update. Nevertheless, modifications to Third Party Products and urgent cases (such as security risks, or legal or regulatory compliance updates) may result in immediate modifications to the Services. Subject to the article “Condition Specific to Consumers”, in case of an update that degrades existing Services in use by the Client (removal of functionality, performance downgrade, etc.), the Client may terminate the relevant Services by registered letter with acknowledgment of receipt, or through a specific form provided in its Management Interface, within thirty (30) days from the date the relevant update is implemented.
All of the items (software, Infrastructure, documentation, etc.) made available to the Client by VNG Cloud in the provision of the Services and during the Term of the Contract remain the exclusive property of VNG Cloud or the third parties which have granted the rights to use them. VNG Cloud grants the Client a non-exclusive licence to use the items made available to it only in accordance with and for the duration of the present Contract. With the exception of the aforementioned items made available to the Client by VNG Cloud in the provision of the Services, the Client remains solely responsible for acquiring all of the authorisations and usage rights for the elements and Content (data, software, applications, systems, websites, etc.) which it uses and operates in relation to the Services. The Client and Users retain all intellectual property rights in their respective Content which VNG Cloud shall not use expect to the extent necessary for the performance of the Services. Subject to mandatory legal provisions in effect, the Client is not authorized to decompile the software, source code and algorithms used in the course of supplying the Services, notably to reverse-engineer.
The Client shall at all times comply with Sanctions
The Client shall inform VNG Cloudcloud immediately if any of the representations and warranties in this clause cease to be accurate in any respect at any time during the term of this Contract
VNG Cloudcloud is not obliged to perform any obligation under this Contract to the extent that the performance of such obligation would breach Sanctions applicable to VNG Cloudcloud or expose VNG Cloud to any risk of enforcement action or punitive or restrictive measures or other adverse action under Sanctions.
In the event that
Subject to specific commitments undertaken within the scope of the applicable Special Terms of Service, (a) VNG Cloud is not responsible for Third Party Products made available within the scop of the Services which may contain technical errors, security vulnerabilities, incompatibilities or instabilities, and offers no guarantee for the Third Party Products made available by VNG Cloud to the Client in the provision of the Services (including all related information and items such as software, systems, applications, etc.), and (b) the Client is only authorised to use the Third Party Products made available to it by VNG Cloud in accordance with the terms of the Contract, and in particular is forbidden from decompiling, accessing the source code, reinstalling on any other infrastructure software or systems made available to it. The Client uses the Third Party Products entirely at its own risk, in accordance with the Terms of Service, and is responsible to ensure that such Services are suited to its needs and the purposes for which it uses them.
Unless provided otherwise in the Special Terms of Service, the termination of Services for any reason whatsoever (in particular, the termination or non-renewal of the Contract, failure to comply with the Terms of Service, etc.), as well as certain operations to update or reinstall the Services, shall automatically result in the irreversible deletion of all Content (including information, data,files, systems, applications, websites, and other items) that is reproduced, stored, hosted, collected, transmitted, distributed, published and more generally used and/or operated by the Client within the scope of the Services, including any potential backup. Before the termination or expiry of the Services, and before proceeding with any delete operations, update or reinstallation of Services, the Client is solely responsible to perform any operations (such as backup, transfer to a third party solution, Snapshots, etc.) which are necessary to the preservation of its own Content. Upon request from the Client, and subject to the stipulations of the article on “Confidentiality” below, VNG Cloud shall provide any technical information concerning the Services which may facilitate reversibility operations and the Client’s Content recovery. Such provision of assistance may result in additional charges for time worked, based on the financial terms available on the VNG Cloud Website or upon request to VNG Cloud Support. However, VNG Cloud does not proceed to any operation of restitution or Client’s Contents migration. Such operations are under the Client’s exclusive responsibility. With the exception of any data which VNG Cloud must preserve in accordance with applicable laws and regulations, the data referred to in article “VNG Cloud processes” below, and any data necessary for the defence of its rights, VNG Cloud undertakes not to keep a copy of the Client's data following the termination of Services, unless otherwise agreed by the Parties or provided otherwise in the applicable Special Terms of Service.
VNG Cloudcloud reserves the right to offer services or new features as a “Test” version (hereinafter referred to as the “Test Service(s)”).
The Test is defined as any phase of the Service development process during which the Client is authorised to use an VNG Cloudcloud service before its effective marketing, in order to contribute to its improvement and to detect any potential faults. VNG Cloudcloud will carry out any required identification for a Test Service. For example, any service version on the VNG Cloudcloud Website designated as an Alpha, Beta, or Gamma version by VNG Cloudcloud will be considered a Test Service within the meaning of this document.
The Client may be asked to provide regular feedback on the use of the Service during the test phase via the different channels previously established and provided by VNG Cloudcloud. The Client shall ensure that they hav read and have been informed that the Test Service provided by VNG Cloudcloud is in the testing phase in accordance with the common meaning of this term. Therefore, they agree to bear all risks (such as instability, malfunctions, unavailability, loss or alteration of data, etc.) associated with this phase. The Service Level Agreements (SLAs) indicated in these Special Terms and Conditions are not applicable to Test Services.
As such, VNG Cloudcloud reminds the Client that it strongly advises against storing files that are vital or essential to their business on the Test Service for the duration of the test period. The Client agrees to not store any personal data on the Test Service.
The marketing and continuity of the Service after the Testing phase is not guaranteed by VNG Cloudcloud. VNG Cloudcloud reserves the right to suspend or terminate the Test Service, at any time and without compensation. VNG Cloudcloud therefore reserves the right to restrict, limit or suspend the Test Service without warning or compensation if it appears that the Client is using the services provided to them for any activity that does not comply with VNG Cloudcloud’s contractual terms or does not correspond to the purposes of the test performed as part of the Test Service.
If the testing phase is not renewed, VNG Cloudcloud shall endeavour to inform the Client in advance and shall proceed to erase all data stored by the Client on the Test Service. When the Test Service ends, for whatever reason, VNG Cloudcloud will proceed to erase all data stored by the Client on the aforementioned service.
