Service Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE TIDB CLOUD SERVICES (AS DEFINED BELOW). BY USING THE TIDB CLOUD SERVICES OR BY CREATING AN ACCOUNT TO USE THE CLOUD SERVICES, YOU AGREE TO USE THE TIDB CLOUD SERVICES SOLELY IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS.

PingCAP (US), Inc. (hereinafter referred as "PingCAP", "we", "us", or "our", PingCAP and its affiliates hereinafter referred as "PingCAP Group") will provide TiDB cloud services (including additional feature or service) (the "TiDB Cloud Services") in accordance with the terms and conditions of this service agreement (this "Agreement").

YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OTHER ENTITY OR THEIR AFFILIATES, THEN (A) "YOU" AS USED HEREIN ADDITIONALLY REFERS TO THAT COMPANY, ORGANIZATION, ENTITY OR THEIR AFFILIATES; (B) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, ORGANIZATION, OR ENTITY TO THE TERMS AND CONDITIONS SET FORTH HEREIN; (C) NO AUTHORIZATION OR APPROVAL FROM ANY THIRD PARTY IS REQUIRED IN CONNECTION WITH YOUR EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT; AND (D) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENT DOES NOT AND WILL NOT VIOLATE THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT TO WHICH YOU ARE A PARTY OR BY WHICH IT IS OTHERWISE BOUND, OR ANY APPLICABLE LAW OR REGULATION. IF YOU DO NOT AGREE TO ANY TERMS OF THIS AGREEMENT OR IF YOU DO NOT HAVE SUCH AUTHORITY TO EXECUTE THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE USING THE TIDB CLOUD SERVICES.

You may access and use our TiDB Cloud Services in accordance with this agreement. The service level agreement we currently offer with respect to TiDB Cloud Services is located at: Service Level Agreement (SLA).

You will comply with all laws, rules, and regulations that apply to the use of TiDB Cloud Services and any additional features or services you use. You must comply with current technical documentation applicable to the TiDB Cloud Services posted located at: TiDB Limitations.

You understand and agree that we may change, suspend, or discontinue any or all of our TiDB Cloud Services. We will notify you of any significant changes or termination of our cloud services via email or our website.

1. Your account

1.1 To use the TiDB Cloud Services, you must create an account for the TiDB Cloud Services associated with a valid email address and a password. You must not disclose your username, password, or authentication information to any unauthorized person. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you believe that unauthorized activity has occurred in your account or your account information has been lost or stolen, you must contact us immediately.

1.2 If we reasonably believe any of your account, your account information, or your use of TiDB Cloud Services (collectively "Your Content") violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation) ("Prohibited Content"), we will notify you of the Prohibited Content and may request that such content be removed from the TiDB Cloud Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the TiDB Cloud Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the TiDB Cloud Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.

2. Data and security

2.1 You and PingCAP undertake to comply with all data protection legislation ("Data Protection Law") applicable to them and not knowingly cause the other party to violate the data protection law.

2.2 When the California Consumer Privacy Act of 2018 ("CCPA") applies to your use of the TiDB Cloud Services to process "personal information" that is uploaded to TiDB Cloud Services under your account ("Personal Information"), this Agreement incorporate the CCPA terms ("CCPA Terms") as follows:

  • 2.2.1 PingCAP agrees and certifies that we will not: (a) retain, use, or disclose Personal Information except as permitted in the Agreement and under CCPA; or (b) sell Personal Information. These CCPA Terms do not limit or reduce any other data privacy commitments PingCAP makes to you in the Agreement.

  • 2.2.2 When the General Data Protection Regulation ("GDPR") applies to your use of the TiDB Cloud Services to process "personal data" (as defined in the GDPR) that is uploaded to TiDB Cloud Services under your account, this Agreement incorporate the GDPR terms.

2.3 The non-exclusive rights you grant to us to access and process customer data are used only to the extent required to provide TiDB Cloud Services. We will not access or use such data except as necessary to maintain or provide the TiDB Cloud Services, or as necessary to comply with the law or a binding order of a governmental body. We will only use your Content in accordance with the Privacy Policy (currently located at: https://pingcap.com/privacy-policy), and you consent to such usage.

2.4 We will maintain commercially reasonable administrative, physical, and technical controls over the availability, security and confidentiality of customer data stored in the TiDB Cloud Services.

2.5 You confirm and agree that the we can collect and use non-personal, anonymous, aggregated, and/or de-identified statistics, and other performance information for legitimate business purposes, such as support, reporting, research, improvements to TiDB Cloud Services, industry partnerships, and other legitimate business purposes.

2.6 We will ensure that our employees with access to customers' personal data undertake to maintain confidentiality for customers and understand and comply with our obligations under this Agreement.

2.7 Upon termination of this Agreement or upon your request, we will destroy or return to you all of the customer's personal data, unless the storage of the customer's personal data is required by applicable law.

3. Fees and taxes

3.1 We calculate and charge fees according to the specific situation of the TiDB Cloud Services you use. All fees are non-refundable, non-cancelable, and do not include indirect taxes. You confirm and agree that you will pay by credit card and be charged by the third party platform specified by PingCAP. If you choose to charge on a monthly basis, you authorize a recurring monthly charge to your credit card based on the listed fees. We may charge you higher accrued fees if we suspect that your account is at risk of fraud or dishonor. If we change the pricing of TiDB Cloud Services, the fee you should pay will increase or decrease depending on any such situation. We can suspend TiDB Cloud Services for defaulters. During this period, your payment obligations will remain in effect. We may charge interest of 1.5% per month, or the highest rate of late payments allowed by law on any late payment.

3.2 You will directly pay any taxes incurred as a result of this agreement, including applicable local, state, federal and international sales taxes, value added taxes, withholding taxes, and any other taxes or duties of any kind. PingCAP may charge you, and you will pay, applicable Indirect Taxes that PingCAP is legally obligated or authorized to collect from you. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

4. Term and termination

4.1 By using the TiDB Cloud Services or by creating an account to use the cloud services, you agree to be legally bound by this Agreement as of the date of such access or use of the TiDB Cloud Services or the date of creating an account (which date is earlier). This Agreement shall remain in effect until terminated pursuant to this Agreement. You may terminate this agreement by terminating all TiDB Cloud Services under your account and we may terminate this Agreement for any reason with 30 days' prior notice to you.

4.2 Effectiveness of termination. Upon termination of this Agreement,

  • 4.2.1 All of your rights under this Agreement terminate immediately;
  • 4.2.2 You remain responsible for all fees and charges incurred by you up to the date of termination.
  • 4.2.3 We are not obligated to continue to store backup snapshots or data contained in the TiDB Cloud cluster after your termination or termination of this Agreement.

4.3 We may immediately terminate your account and this Agreement, or suspend your access to the TiDB Cloud Services in the following situation:

  • 4.3.1 We stop providing any TiDB Cloud Services;
  • 4.3.2 You delay payment or otherwise violate this Agreement;
  • 4.3.3 We reasonably determine that your use of the TiDB Cloud Services poses a risk to the TiDB Cloud Services;
  • 4.3.4 We reasonably determine that your use of TiDB Cloud Services may be illegal;
  • 4.3.5 You have ceased normal operations, transferred or similarly disposed of your assets for the benefit of creditors, or become the subject of any bankruptcy, restructuring, liquidation, dissolution or similar proceedings;

4.4 If we suspend your right to access or use any part or all of the TiDB Cloud Services, you will still be responsible for all costs incurred during the suspension and you will not be entitled to any credit or refund. Once the cause of your suspension is resolved, we will take commercially reasonable steps to restore your access to the cloud services as soon as possible.

5. Intellectual property and ownership

5.1 PingCAP Group owns and maintains all intellectual property and proprietary rights, files and related work for the TiDB Cloud Services, including but not limited to any modifications and derivative work described above. PingCAP will defend you and your employees, officers, and directors against any third-party claim alleging that the TiDB Cloud Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

5.2 You own all rights, ownership and interests in your data and Your Content. But you shall represent and guarantee that, (a) you have all rights in your data necessary to grant the rights set forth herein; (b) any of your data does not violate this agreement, any applicable law or the intellectual property or other rights of any third party. You will defend PingCAP, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content or you data infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

5.3 In addition to the other restrictions and limitations in this Agreement, you must not, and you must not assist or authorize others to: (a) work around or bypass any technical limitations in the software or product that only allow you to use the TiDB Cloud Services in certain ways or any security device or protection used for or contained in the TiDB Cloud Services; (b) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of TiDB Cloud Services (except the extent prohibited by applicable law or to the extent permitted by the licensing terms governing use of any open source components); (c) sell, license, sublicense, distribute, offer or provide the TiDB Cloud Services on a standalone basis.

5.4 PingCAP Group may verify that you are using the TiDB Cloud Services in compliance with this Agreement, including without limitation through technological features in the TiDB Cloud Services that may transmit to us data relating to your usage. If you are found to be using the TiDB Cloud Services in breach of this Agreement, PingCAP Group reserves all right to your unlicensed use of TiDB Cloud Service.

6. No Warranty

WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, PINGCAP IS PROVIDING BETA SERVICES AND BETA REGIONS TO YOU "AS IS." AND "AS AVAILABLE" PINGCAP AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, PINGCAP GROUP DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. PINGCAP GROUP’S AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PINGCAP GROUP WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR PROFIT, GOODWILL, USE OR LOSS OF DATA). WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DIRECT DAMAGES CAUSED BY :(A) YOUR INABILITY TO TO USE THE TIDB CLOUD SERVICES; (B) THE COST OF PROCUREMENT OF ALTERNATIVE GOODS OR SERVICES; (C) ANY INVESTMENT, EXPENDITURE OR COMMITMENT BY YOU IN THIS AGREEMENT OR IN YOUR USE OR ACCESS OF THE TIDB CLOUD SERVICES; (D) UNAUTHORIZED ACCESS, MODIFICATION, DELETION, DESTRUCTION, CORRUPTION, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. PINGCAP GROUP'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF TIDB CLOUD SERVICES YOU ACTUALLY PAY TO THE COMPANY UNDER THIS AGREEMENT.

8. Indemnification

You will defend, indemnify, and hold harmless PingCAP Group from and against any losses arising out of or relating to any third party claims.

9. General

9.1 This Agreement is binding upon both parties, and nothing in this Agreement shall involve any rights, interests or remedies of any nature of any other person or entity. You may not assign this Agreement or delegate or sublicense any of your rights under this Agreement without our prior written consent. Our failure to enforce any provision of this Agreement shall not constitute a waiver of such provision by us now or in the future, nor shall it limit our right to enforce such provision in the future. If any part of this Agreement is deemed to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

9.2 We may provide you with any notification under this Agreement by posting the applicable notices on the website or by sending a message to the email address associated with your account. When we send an email, you will be deemed to have received any email sent to your email address and then associated with your account, whether or not you actually received the email. To notify us under this Agreement, you must send us an email at legal@pingcap.com; Or send us your notice by registered mail, address: --, Attention: legal department. All communications and notifications made or given under this agreement must be in English.

9.3 This Agreement and any dispute of any kind that may arise between you and us, the parties agree to the exclusive jurisdiction of the federal and state courts located in California; We may seek injunctions or other remedies in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of the intellectual property or other proprietary rights of PingCAP or any third party. The United Nations convention on contracts for the international sale of goods shall not apply to this agreement.

9.4 Neither party shall be liable for failure or delay in performance of the contract due to causes beyond its reasonable control, including but not limited to acts of god, fire, earthquake, flood, storm, natural disaster, accident, epidemic, labor unrest, civil disobedience, acts of terrorism or acts of government; However, inability to meet financial obligations is explicitly excluded.

9.5 We may modify this agreement at any time by posting a revised version of TiDB Cloud Service on the website or by notifying you by email. The revised terms of service are effective upon publication on the web site of the TiDB Cloud Service or as described in our email notification message. By continuing to use the TiDB Cloud Service after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service.