sccc by stc subscription agreement

This Subscription Agreement (this “Agreement”) set forth the terms and conditions governing your access and use of your membership account (“Account”) with Saudi Cloud Computing Company’s (“sccc by stc”) international website currently located at URL: https://www.sccc.sa/ (the “Platform”) and your use of the products and services made available by us in accordance with the terms of this Agreement (the “Services”).

1. application and acceptance of the terms

1. By registering for an Account and/or using the Services you accept the terms and conditions set forth in this Agreement. If you do not accept all of these terms and conditions, please do not register for an Account or use the Services. By completing the registration process for an Account and clicking the “I agree” button, you agree to be bound by this Agreement as well as the terms and conditions of the following: a. sccc by stc Platform Terms of Use; b. sccc by stc Platform Privacy Policy; c. Third-party terms and conditions that apply to certain Services; d. Product SLAs at URL: https://www.alibabacloud.com/help/en/legal/latest/product-sla; and e. any other website or service rules and policies as adopted and published on the sccc by stc Platform from time to time (all of the above collectively referred to as the “Terms”).
2. We may in our sole discretion refuse to register your Account. Without prejudice to the generality of the foregoing, we may refuse to do so for any of the following reasons: a. where your Account was previously terminated due to a breach of this Agreement; or b. where you are likely to breach any of the representations and warranties under Clause 4 and/or 8.
3. Subject to Clause 14.1, we may modify the terms of this Agreement, the Terms, and any addendum thereof from time to time by posting updates to the Terms on the Platform or otherwise notifying you in accordance with Clause 11.1 of this Agreement. Unless otherwise noted by sccc by stc, material changes to the Agreement, the Terms and any addendum will become effective fifteen (15) days after they are posted, except if the changes apply to new Services, new functions or for compliance of applicable law in which case they will be effective immediately or at a date as specified by sccc by stc. By continuing to use the relevant products or services after the receipt of written notification of such changes by sccc by stc, you agree to be bound by the amended and restated Agreement.

2. payment

1. You shall pay all of our fees as set out in the schedule of fees/financial proposal and any amounts payable to us in consideration for us providing the Services (the “Fees”). sccc by stc reserves the right to change the Fees, including any discounts, promotions and campaigns, at its sole discretion, by providing 30 days’ notice.
2. Full payment of the Fees will be made on the earlier of (a) the date of activation of the Services or (b) fourteen (14) days following the execution of a purchase order.
3. Unless otherwise specified, all Fees due to us under this Agreement are exclusive of any taxes and duties, including value added tax, goods and services tax, sales tax and any communication tax required by applicable law (collectively “Taxes”) and which, where applicable, shall be charged in addition to the Fees in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by you against receipt from us of a valid sales Tax invoice in respect thereof.
4. You agree to notify us, in a timely manner of any Taxes applicable to you with respect to any Fees paid by you hereunder and to provide us with any supporting documentation and information, including your registration number for such Taxes. If you are legally entitled to any exemption from Taxes, you agree to provide us with any required current tax exemption documentation for each applicable tax jurisdiction. We shall apply the tax exemption certificates to Fees under your account occurring after the date we receive the tax exemption certificates. If, during the course of an audit by a taxing authority of our transactions with you hereunder, an exemption certificate you have provided is challenged as invalid, resulting in an assessment of any Taxes on us, you agree to reimburse us for the resulting Taxes, interest and penalties.
5. If any deduction or withholding is required on any Fees paid by you to us, you agree to pay us any additional amount necessary to ensure that the net amount we receive, after any deduction and withholding, equals the amount the we would have received if no deduction or withholding had been required. In addition, you agree to provide us with supporting documentation, within thirty (30) calendar days of payment, that any such deduction or withholding has been timely and properly remitted to the relevant tax authorities.
6. You shall pay all sums due to us hereunder in Saudi Arabian Riyals within thirty (30) calendar days after you receive the relevant invoice. You shall have no right to set-off, make any deduction or withhold any payment, save in the case of a genuine dispute (and, in any event, shall pay all sums not in dispute).

3. service level agreement

1. You may access, purchase, subscribe to, or use any and all of the Services made available by sccc by stc in accordance with the Terms and any specific service level agreements (“SLAs”) prescribed by sccc by stc in relation to such Services via your Account. The Services include the cloud computing products and services offered by sccc by stc (including the associated application programming interfaces (“APIs”)), the trademarks, service marks, logos, and other Intellectual Property Rights (as hereafter defined) of sccc by stc and its affiliates made available to you, and the functions, features, and content of your Account and the Platform. The Services do not include any content or services made available to you by any third party on the Platform or in conjunction with the Services.
2. The products, Services, promotions, campaigns, SLAs, guarantees, or other forms of offerings are only offered within the Kingdom of Saudi Arabia (the “sccc by stc Offerings”). The sccc by stc Offerings maintain all data within the Kingdom of Saudi Arabia, subject to limited exceptions in accordance with applicable law. Any other products, services, promotions, campaigns, service level agreements, guarantees, or other forms of offerings that are provided outside of the Kingdom of Saudi Arabia may be offered by an Alibaba Cloud entity or other third party, as identified in the terms related thereto (the “Extraterritorial Offerings”). The Extraterritorial Offerings are not offered or provided by sccc by stc and sccc by stc is not responsible or liable for any matters related to the Extraterritorial Offerings. If you do not agree to the applicable terms and conditions, you shall cease your participation in, use, or purchase of the relevant offerings.
3. You may register a user name and password for you to access the Services through your Account. In using your Account, you acknowledge and agree to the following: a. You shall be solely responsible for (i) maintaining the confidentiality of your user name and password and (ii) for all activities that occur under your user name and password; and b. You acknowledge that sharing of your Account with other persons, or allowing multiple users other than yourself or your business entity to use your Account may cause irreparable harm to sccc by stc and you shall indemnify sccc by stc against any loss or damages (including but not limited to loss of profits) suffered by sccc by stc as a result of such sharing of your Account. You hereby undertake to notify sccc by stc immediately of any unauthorized use of your Account, user ID or password or any other breach of security. You further agree that sccc by stc shall not be liable to you, your users or any third party, for any loss or damages arising from unauthorized use of your user name or password, or any other failure by you, your employees, agents, affiliates or representatives, to comply with this Clause 3.3.
4. sccc by stc may suspend or terminate all or part of the free Services at any time in its sole discretion. sccc by stc reserves the right to charge for any and all Services or any feature or functionality of the Services at any time in its sole discretion.
5. Benefits, features and functions available to you for any Services may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available in all countries and regions or for all users. sccc by stc may in its sole discretion limit, deny or create different levels of access to and use of any Services (or any features comprised therein) with respect to different users.
6. Subject to any specific terms of service of any particular Service, sccc by stc has the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently under the following terms: a. With respect to cloud computing products and services, sccc by stc has the right to introduce or remove features, functionalities, applications or conditions to the existing or future versions of the products and services. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement and the relevant terms of service for the products or services, unless otherwise stated by sccc by stc. Any material changes to or discontinuation of such products and services will be notified to you. b. With respect to APIs, we may change, discount, or remove any APIs for the Services from time to time. sccc by stc may, at its sole discretion, make previous versions of APIs available. c. With respect to SLAs, we may modify the terms of any SLA by posting an amended and restated version on the Platform. sccc by stc will provide at least fifteen (15) days prior written notice of any material amendments to the SLA to you. By continuing to use the relevant products or services after the receipt of written notification of such changes by sccc by stc, you agree to be bound by the amended and restated SLA.
7. You acknowledge that the Services are provided on an “as is”, “as available” and “with all faults” basis. Subject to any specific terms of the Services, you hereby agree that to the maximum extent permitted by applicable law, in no event shall sccc by stc be liable to you or any third parties for any inability to use the Services (whether due to disruption, changes to or termination of the Services or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Services.
8. You acknowledge and agree that, if any Services involve any software applications provided by third parties, such software applications are made available to you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges and since sccc by stc may not have tested or screened such software applications, your use of such software applications is at your own risk.
9. sccc by stc shall have the right to assign and novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms and this Agreement) to any person or entity (including any affiliates of sccc by stc). sccc by stc may by written notice to you (which may be posted on the Platform) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon sccc by stc shall be released and discharged from all of its obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation. You may not assign, in whole or part, any of the Terms (including this Agreement) to any person or entity.
10. The availability to you of any service level credits under any SLAs is conditional upon your full and timely compliance with the Terms. If in our discretion we pay to you any service level credits under any SLA, no further or other claims shall lie against us in respect of any claims or matters arising under any such SLA.
11. In the event of any inconsistency between yours and our system records relating to your claim, unless the discrepancy is caused by any material error or malfunction of our system, our system record shall at all times prevail and be the final and conclusive reference for calculating any service credits to be provided to you.
12. This Agreement shall constitute part of your agreement for your purchase and use of the Services.

4. member responsibilities

1. You agree to: a. provide true, accurate, and current information about yourself, and your business, as well as information about your credit card, bank account or other forms of payment, as may be requested by us; b. maintain and promptly amend all information provided to us to keep it true, accurate, and current; c. provide any additional information to us in the time frame requested by us in connection with customer service, risk control, fraud prevention and compliance procedures; d. be responsible for the development, operation, maintenance, transfer, processing, storage, and use of the content that you run on the Services, cause to interface with the Services, submit to or upload into Service under your Account (the “Member Content”); e. comply with the Terms and any and all applicable laws and regulations when using the Services; f. take your own initiative to maintain appropriate security, protection and backup of the Member Content; and g. be responsible for your End Users (as hereafter defined) use of the Member Content and the Services directly or indirectly through your use of the Services and ensure that such End Users act in ways that comply with the Terms. For the purpose of this Agreement, an “End User” is any individual or business entity that accesses or uses the Member Content or uses the Services directly or indirectly through you. We shall not be held responsible for any loss or damage arising from or in connection with any Member Content or any use or reliance thereon.
2. You shall not (whether through your End Users or otherwise): a. sell, transfer, or sublicense your Account to others without our prior written consent; b. engage in or be part of any scheme to cheat, mislead or defraud us, other members, other users of the Platform, any other third party or for any unlawful purpose; c. infringe or otherwise abet or encourage the infringement or violation of any third party’s Intellectual Property Rights (as defined below) or other proprietary right or rights of publicity and privacy or other rights recognized at law; d. impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity or otherwise engage in fraudulent representations or conduct; e. violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); f. use the Services for any activities related to bitcoin mining or the creation of other virtual currency or similar instruments; g. submit or provide to us any content (including Member Content) that: i. contains information that is defamatory, libellous, unlawfully threatening or unlawfully harassing; ii. is discriminatory or obscene or contains or infers any pornography or related merchandising or any other content that otherwise promotes explicit materials, or is otherwise harmful to minors; iii. involves any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; or iv. is otherwise objectionable on the grounds of public interest, public morality, public order, public security, national harmony or is prohibited by applicable laws; h. undermine the integrity of the computer systems or networks used by us and/or any user of the Services and you shall not attempt to gain unauthorized access to such computer systems or networks; i. modify, alter, tamper with, repair, or create derivative works of any software included in the Services (unless otherwise expressly permitted in the relevant software included in the Services); j. reverse engineer, disassemble, or decompile any part of the Services; k. access any process or procedure to derive the source code of any software in the Services; l. access or use the Services in a way intended to avoid the relevant fees or charges; or m. resell or sublicense any Services.

5. rights in member content

1. You shall retain any rights you may have in any Member Content. We will not access or use your Member Content except as necessary to maintain or provide the Services or as necessary to comply with applicable laws or regulations. This Agreement does not grant either party any rights to the other’s content or any of the other’s Intellectual Property Rights except as set forth otherwise in this Agreement or other applicable agreements binding your use of Services.
2. You own all Intellectual Property Rights in Member Content, and we own all Intellectual Property Rights in the Services.
3. “Intellectual Property Rights” shall mean: a. all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented; b. all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (a) above; c. all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist; d. all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and e. all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.

6. investigation and enforcement

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

7. term, account termination or suspension and effects of termination

1. This Agreement is effective as of the date on which we send you a notice under this Agreement stating that you have successfully activated your Account.
2. Without prejudice and in addition to our rights and remedies at law or equity (including without limitation as set out in this Agreement), we may suspend or terminate your access to your Account, or limit or restrict your rights to your Account, immediately upon notice to you if, in our sole opinion, you or your End Users have engaged in any of the following: a. breached the Terms; b. used the Services in a way that poses a security or system stability risk to the Platform or any third party; c. used the Services in a way that subjects, or will subject, us or our affiliates to liability; d. engaged in any fraudulent, deceptive or unlawful act; or e. become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.
3. If we suspend your right to use your Account or any of the Services, you shall remain responsible for any and all fees and charges for the Services that you have incurred up to the date of service suspension. You will not be entitled to any service credits under this Agreement during the period of service suspension. You shall be responsible for the fees and charges for the Services that you continue to have access or rights to use.
4. Your rights under any license granted to you by us pursuant to your use of the Services will terminate immediately upon the termination of your service or Account.
5. In the event of the termination of this Agreement for any reason whatsoever: a. you shall delete any information, text, images, graphics, video clips, sounds, directories, files, databases or listings, etc. in your possession which has been made available to you via the Services; b. you will lose access to any Member Content you have provided to us, and we will delete such Member Content at our sole discretion unless retention is required under applicable law; c. the licence granted by you to us to use your Member Content described in Clause 5.1 shall continue notwithstanding such suspension or termination; and d. any clause which by reasonable implication is intended to survive termination of this Agreement shall survive the expiry or termination of this Agreement. Without limiting the generality of the foregoing, Clauses 7, 8, 9, 10, 11, 12 and 14.2 shall survive any termination of this Agreement.

8. representations and warranties

You represent and warrant that: a. you, your End Users or your licensors own any and all right, title, and interests in and to the Member Content; b. you have all rights in the Member Content necessary for granting us the rights under this Agreement; c. none of your Member Content will violate the Terms or any applicable laws or rights of other third parties (including any Intellectual Property Rights); d. you have the right to enter into contracts for the Terms; e. you have the right to operate your Account with the Platform; and f. you have the right to use, purchase or subscribe to any of the Services.

9. indemnification

1. You will defend, indemnify, and hold harmless sccc by stc, its affiliates, licensors, and each of their respective employees, officers, managers, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim concerning your and/or your End Users: a. use of the Services; b. breach of the Terms; c. breach of any applicable laws; d. alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third-party rights in respect of any Member Content or by the use, development, design, production advertising or marketing of the Member Content; and/or e. disputes against each other.
2. We will promptly notify you of any claim subject to the above. Our failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. We reserve the right to assume control of the defence and settlement of the claim at any time.

10. disclaimers and limitation of liability

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR AS TO THE SERVICES BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM.
3. The Platform may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall sccc by stc and its affiliates be held liable for any such services or products.
4. We shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following: a. the use or the inability to use the Services; b. any defect in goods, samples, data, information or services purchased or obtained from a third-party service provider through the Platform; c. unauthorized access by third parties to data or private information of you; d. statements or conduct of any user of the Platform; or e. any other matter relating to the Services however arising, including negligence.
5. Save only for any warranties, representations, conditions and undertakings by us expressly set forth in this Agreement, we hereby exclude all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law. Notwithstanding anything in this Agreement except this Clause 10.5, the aggregate liability of sccc by stc, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with Services or the Platform or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of: a. the amount of fees you have paid to sccc by stc or its affiliates for the Services during the calendar year; b. USD 100 or its equivalent in Saudi Arabian Riyals; or c. the amount prescribed by the terms of this Agreement in connection with your use of the Services, The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against us in respect of any of the matters referenced in this Clause 10.5 must be filed within one (1) year from the date the cause of action arose.

11. notice

1. We may provide notice to you under this Agreement by posting a notice on the Platform or emailing it to your Account. Notices will be deemed to be effective upon posting and notice by email will be deemed effective by the time the email is sent.
2. You must provide notice to us by personal delivery, overnight courier, or registered mail to 3050 KAFD 6th Floor, Riyadh, Saudi Arabia 11312.
3. Notice by overnight courier or registered mail will be deemed effective one (1) business day after being sent. Notice provided by personal delivery will be effective immediately upon successful receipt by us.

12. general

1. This Agreement and the Terms constitute the entire agreement between you and sccc by stc with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
2. You and sccc by stc are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
3. If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
4. Our failure to enforce any right or failure to act with respect to any breach by you under this Agreement will not waive that right nor waive our right to act with respect with subsequent or similar breaches.
5. Unless a right or remedy of you or sccc by stc is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
6. You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.
7. Save for sccc by stc and its affiliates, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
8. Unless otherwise provided in the terms and conditions of the relevant Services, under no circumstances shall we be held liable for any delay or failure or disruption of the content or services delivered through the Platform (including the Services) resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
9. This Agreement shall be governed by the laws of Saudi Arabia without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Saudi Arabia.

13. service provision

You acknowledge and agree that, if any Services involve any software applications provided by third parties, such software applications are made available you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges and, since we may not have tested or screened such software applications, your use of such software applications is at your sole risk. You acknowledge that we may be required to pass down terms and conditions from a third-party provider that apply to your use of such provider’s product or service. We will provide notice to you in accordance with Section 11.1 of any additional terms and conditions. By continuing to use such product or service, you agree to comply with any additional third-party terms and conditions.

14. amendments and assignment

1. We may modify the terms of this Agreement by providing an amended and restated version to you. We will provide at least five (5) calendar days written notice of any material amendments to you. By continuing to use the Services after receipt of written notification of such changes us you agree to be bound by the amended and restated Agreement.
2. We shall have the right to assign and/or novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms and this Agreement) to any person or entity (including any affiliates of sccc by stc). We may by written notice to you (which may be posted on the Platform) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon sccc by stc shall be released and discharged from all of its obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation. You may not assign, in whole or part, any of the Terms (including this Agreement) to any person or entity.

15. exclusion of liability

You hereby agree that, to the maximum extent permitted by applicable law, in no event shall we be liable to you or any third parties for any inability to use the Services (whether due to disruption, changes to or termination of the Services or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Services.