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DEVICES/tuya/Legal Statement.md
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Legal Statement
Last Updated: Jan. 18, 2019
Legal Statement
I. Ownership of Rights
1.1. The logo, "涂鸦", "涂鸦智能", "tuya", "Tuya", "Tuya Smart", and other texts, graphics of these kinds and their combinations on the Tuya website, as well as other identification, symbols, names of Tuya services, etc. of the Tuya website all constitute the registered trademarks of Tuya and its Affiliate in China and other countries. Without the written authorization of Tuya, no one may display, use, or otherwise process (including but not limited to copy, transmit, display, mirror, upload, and download) such contents in any way, nor may anyone indicate that he/she has the right to make such display, use, or processing.
1.2. The intellectual property rights of all products, services, technologies, and programs (hereinafter also referred to as “technical services”) of the Tuya website are owned by Tuya or by the right holders.
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2.3. Tuya hereby suggests that during the use of Tuya services, you shall abide by the laws of the People's Republic of China and shall not endanger the security of the Internet. You must not use Tuya services to engage in activities that infringe another person's reputation, privacy, intellectual property rights, and other legitimate rights and interests. Notwithstanding the above suggestion, Tuya does not take any responsibility for your use of and purpose of using Tuya services.
III. Protection of Intellectual Property Rights
Tuya respects intellectual property rights and opposes any act of infringement and pirating. If any organization or individual thinks that any content on the Tuya website (including any content on www.tuya.com and client pages)(for example, reprinted articles, service information published in the service market, product information released in the product library, etc.) may infringe any of his/her legitimate rights and benefits, he/she may send a written right notice to Tuya at service@tuya.com, and Tuya will address such issue as soon as possible after receiving the qualified notice from the holder of intellectual property rights.
©2024 Tuya Inc.Time zone:
Last Updated: Jan. 18, 2019

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DEVICES/tuya/PrivacyPolicy.md
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Tuya Privacy Policy
Tuya Privacy Policy
Effective as of: 2023-12-13
Scope
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1.Legal and Privacy Statement
2.Tuya Privacy Policy 20190818
3.Tuya Privacy Policy 20200807
4. Tuya Privacy Policy 20220220
©2024 Tuya Inc.Time zone:
4. Tuya Privacy Policy 20220220

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Software License and Service Agreement
Software License and Service Agreement
This Software License and Service Agreement (hereinafter referred to as this "Agreement") is signed by and between you and Tuya (hereinafter referred to as "Tuya"). Once you or your authorized representative checks the "I Have Read and Agree to the Terms and Conditions"checkbox or otherwise starts using Tuya services, it signifies that you have read and agree to be bound by this Agreement. You shall not proceed to the next step if you do not agree to this Agreement or any clause hereof.Please read all content (especially that in bold and/or underlined) of this Agreement carefully before you accept this Agreement. If you have any questions about the terms and conditions of this Agreement, please contact Tuya's relevant business department for the construction of the terms and conditions from Tuya. If you do not agree to any content of this Agreement, or cannot understand the construction of the terms and conditions from Tuya accurately, please do not proceed with the subsequent operations.
Tuya has the right to formulate or revise this Agreement and/or various rules from time to time when necessary. If there is any new or changed content, Tuya will announce it on Tuya's official website without further notice.The changed agreement and rules shall automatically take effect upon being published, and constitute part of this Agreement. If you have any objection to the changed agreement, or you disagree on a change, you shall promptly make an inquiry with Tuya's relevant department, or immediately cease using Tuya's software or relevant service. If you continue using such service, you shall be deemed to have no objection to and agree to abide by the revised agreement and rules.
1 Definitions
1.1 “Tuya” refers to the entity who provides you with the software license and related services pursuant to this Agreement, which may include Hangzhou Tuya Information Technology Co., Ltd. and/or its affiliates depending on the type of software license and services.
1.2 “Service”refers to the free or not free services that provided to you by Tuya (including but not limited to opening platforms, software licensing , equipment, solutions or marketing support) via the Tuya Value-added Services Market, developers' official website, IoT console, Tuya GO, Tuya Expo and other platforms managed or operated by Tuya (collectively, the "Tuya Platform").
1.3 “OEM App”refers to your own brand app with lightweight and personalized configuration of factors, including but not limited to custom features, logo, tone, and brand, that you generate based on Tuya's Own Standard App and relying on the development tool kit and operational processes provided by Tuya.
1.4 “Software”refers to Tuya design, research and development of intelligent solutions for connecting devices empowered by Tuya, exemplary application programs developed by Tuya, of which the intellectual property rights are owned by Tuya, including but not limited to Tuya's Own Standard App and OEM App, and the software development kit(“SDK”), computer language instructions, text code, technical documents, and APIs that provided by Tuya on its website as well as connection scheme, device management scheme, application development framework, application sample code, etc ;.and the updated and derivative version of the aforementioned software modified by Tuya.
1.5 “Confidential Information”refers to Tuya's non-public information, such as software, codes, interfaces, and all trade secrets, technical secrets, and documentations, that Tuya discloses to you for the purpose of providing Service, or that you are aware of or have access to, regardless of whether such information is designated as Confidential Information when being disclosed, whether it is related to this Agreement, whether it is in oral or in written form, or whether it is provided online via an Internet platform or through offline means.
2 Software License
2.1 License object. The License Object shall include Tuya's Software (such as SDK, technical documents, and text code) that you are approved to use when accepting the Service provided by Tuya, or the software derivative works (such as application programs and OEM App) that is customized by you based on such Software, regardless of whether you are permitted to use such Software upon payment or you are approved to use such Software on a free basis.You understand and agree that, regardless of whether a payment has been made or not by you, your usage of any Software is all due to a conditional and restricted license that Tuya grants to you, rather than due to your acquisition of any intellectual property rights with respect to such Software and related rights, and that you will under no circumstances be assigned with any intellectual property rights with respect to such Software and related rights, unless Tuya otherwise specifies the grant in writing.
2.2 License scope. After you pay Tuya specific fees (if necessary) as required by Tuya, Tuya grants you a license within the term of this Agreement to 1) read or reproduce the Software for researching and developing a customized application program or software; and 2) upload the application program customized based on the Software to a third-party app store and legally distribute it via the information network. Furthermore, you understand and agree that the foregoing license is not a sole license and it is revocable, non-exclusive, non-transferable, and non-sublicensable.
2.3 License restriction. You understand and agree that 1) except as expressly permitted herein by Tuya, you shall not reproduce, modify, translate, decompile, disassemble, reverse engineer, dismantle, sell, transfer, partially transfer, sublease, sublicense, or relicense the Software and/or any part thereof, or otherwise attempt to obtain the source code of the Software; 2) you shall not modify the Software or research and develop the derivative products of the Software beyond the scope permitted by Tuya; 3) you shall not research and develop or imitate Tuya's Software, design ideas, interfaces, features, and charts; and 4) you shall not conduct any acts that may damage or disrupt the Software, including but not limited to disseminating a SDK derived from the Software, encouraging others to disseminate SDK or providing others with facilities for disseminating such SDK, researching and developing or disseminating the identical or similar software, or encouraging others to disseminate the identical or similar software or providing others with facilities for disseminating such software.
2.4 License termination. When the license term of this Agreement expires, or Tuya terminates such license of you unilaterally due to other circumstances, you shall immediately 1) cease the licensing under this Agreement, including but not limited to cease reading, reproducing, modifying, and disseminating the Software and related documents, and remove the customized derivative products from the third-party application market; and 2) return to Tuya or destroy the Software and the original copies of related documents and all the reproduced copies thereof.
2.5 Version update. Tuya may release Software updates from time to time within the term of this Agreement. Tuya has the right(not obligation) to notify you and provide the updates according to the actual situation . If Tuya releases a Software update and requests your cooperation, you have the obligation to provide support.
3 Software Security Guarantee
3.1 Safeguard measures.You shall adopt reasonable and necessary security measures to ensure the security of Software code, of which the security level is not lower than the level at which you protect your own similar data, and the reasonable degree of commercial protection. Safeguard measures include but not limited to 1) nonscheduled training and preach available to internal personnel; and 2) establishing management mechanisms for Software code and random documents, such as code classification, account and permission for download, and other management measures.
3.2 Supervision and management. Tuya has the right to supervise your access to the code base. If any abnormal login or download of your account is discovered, Tuya has the right to further investigate and temporarily close your account.
3.3 Security of software derivative works. The following problems on a derivative work of the Software may occur: 1) the derivative software encounters system vulnerability, which possibly causes an unreliable service or information security problem; and 2) a third party destroys the derivative work or attempts to undermine cyber security (through viruses, Trojan, malicious code, etc.). You are responsible for managing the security of derivative works, and you shall, after discovering the foregoing problems, adopt prompt and effective measures (including but not limited to self-inspection, software upgrading, and the judicial process) to tackle the problems.
4 Data Protection
4.1 Your business data shall include the data that you collect, process, store, upload, download, distribute, or otherwise handle via the application programs generated from the software development of Tuya, and the backup data thereof. You shall, as the direct controller of such data, be fully responsible for the security and protection of such data.
4.2 You shall be aware of the importance of information and data security, and shall establish a corresponding compliance system for data and privacy security pursuant to relevant laws and regulations. You shall not illegally collect the personal information or other data of any user, and shall not use the obtained user data to acquire any illegal or improper benefit, without obtaining relevant necessary authorization or permission.
4.3 You agree to be liable for the source and content of data. You shall be solely liable for all consequences and liabilities caused by the violation of laws, regulations, departmental rules or national policies by the data and contents uploaded or stored by you.
5 Warranties
5.1 Tuya warrants that it will abide by applicable laws and regulations and relevant policies and specifications.You understand and agree that, based on the speciality of a software product or service, Tuya's Software or Service are provided as-is, and Tuya does not and will not make any warranty, either expressed or implied, with respect to the accuracy, completeness, security, availability or applicability, usability, commercial value, non-infringement, fitness for a particular purpose, etc. of such Service or Software. If any software security accident, non-availability, infringement, or any other matter of a derivative work formed from your software development within the scope permitted by this Agreement occurs, you shall be independently liable to the third party, and indemnify and hold Tuya harmless from and against any liability and loss arising therefrom. If Tuya inevitably suffers a loss due to the foregoing circumstances, you agree to immediately indemnify Tuya in full as required in a written claim document that Tuya sends to you after such document is sent.
5.2 You warrant that you will abide by applicable laws and regulations and relevant policies and specifications, including but not limited to the telecommunication service approval that you shall legally obtain (if any). You further warrant that you own the legal rights in or have obtained the lawful license of the design and other portions of the products that you customize and develop independently, and such products will not infringe the intellectual property rights of any third party.If a third party files an action or raises any other infringement claim against Tuya with respect to the foregoing matters, Tuya will immediately notify you in writing, and you shall be responsible for handling relevant matters at your own cost and indemnify Tuya against any loss, and Tuya agrees to provide assistance within a reasonable business scope when necessary. However, if Tuya inevitably suffers a loss due to the foregoing circumstances, you agree to immediately indemnify Tuya in full as required in a written claim document that Tuya sends to you after such document is sent.
6 Confidentiality
6.1 Either party hereto agrees to maintain the confidentiality of Confidential Information of the other party of which it is aware, and require its employees who have access to such Confidential Information to strictly fulfill their confidentiality obligation under this Clause. The recipient of Confidential Information shall not disclose such Confidential Information to any third party, unless the government agency compulsorily requires such disclosure in accordance with law or the Confidential Information has entered the public domain.
6.2 The parties hereto expressly acknowledge that Confidential Information refers to all technical and non-technical information (including but not limited to service materials, service plans, prices, financial and marketing plans, business strategies, customer information, customer data, research and development, software and hardware, SDK, Application Programming Interfaces (APIs), technical specifications, design recommendations, schemes, special formulas, specific algorithms, and proportions) that either party discloses to the other party. The parties hereto agree to do their utmost to prevent the foregoing Confidential Information and others from being disclosed. Once a leakage of the foregoing Confidential Information is discovered, the parties shall cooperate to adopt all and any reasonable measures to avoid or mitigate the damage arising therefrom.
6.3 This Clause will remain in force after this Agreement terminates for any reason whatsoever.
7 Intellectual Property Rights
7.1 Neither party shalluse the business names, trademarks, appearance designs, etc. of the other party without the written permission of the other party.
7.2 You understand and agree that the intellectual property rights and all other related rights contained in the semi-finished and finished products of the Software and Service as mentioned herein or referred to by the Tuya platform, as well as the derivative works or any other kinds of products that are generated from your modification, customization, and development based on the aforesaid Software and Service within the extent permitted by this Agreement, and all materials related thereto (except for those independently owned by you) shall vest in and be owned exclusively by Tuya. Except for the limited licensing with which you are granted under this Agreement, you do not obtain from Tuya any other right, title, or benefit as contained in or related to the Tuya platform, Software, Service, and relevant materials, including but not limited to any intellectual property rights. Unless otherwise specified herein, you are not expressly, impliedly, or otherwise granted under this Agreement with any rights and other related rights, including patents and copyrights, under the intellectual property rights of the Software.
8 Exemption of Liability
8.1 You understand and agree that Tuya shall not be held liable for the failure of the Software or Service to be launched or failure to provided as scheduled (including but not limited to the circumstances where the Software or Service is totally unusable or is not user friendly due to some decreased features or lower efficiency) due to the following problems:1) the problems on software compatibility or adaptability arising from the update or change of the system that is used together with iOS/Android or any other software; 2) the use anomalies of the Software resulting from the service provided by a third-party service provider (such as WeChat, Facebook, AMAP, and Umeng); 3) Software unavailability or Service instability resulting from an unstable user network; 4) unavailability caused by the quality problem or failure of the hardware product of a customer; 5) a problem that is generally unsolvable at present arising from the limited technological or industrial development level; 6) the technology available at the time of delivery is no longer universally applicable because the technological or industrial development and innovation exceeds the industrial or technological level available at the time of delivery of the Software or Service; 7) any problem caused by your wrong settings, or your failure to accurately complete configuration according to relevant documentation guides provided by Tuya; and 8) other problems arising from external reasons, rather than Tuya's Service or technical capability.
9 Term and Termination of this Agreement
9.1 The term of this Agreement shall commence from the day on which you agree to this Agreement to the day on which Tuya terminates this Agreement in writing.
9.2 This Agreement shall be terminated in advance under the following circumstances: 1) if either party breaches this Agreement and fails to correct its breach within thirty (30) days upon receiving a written notice from the other party, the observant party has the right to terminate this Agreement; or 2) if you breach Section 2.3 (License Restriction) or Section 5 (Warranties) hereof, Tuya has the right to immediately terminate this Agreement; or 3) Tuya may terminate this Agreement upon written notice on Tuya's official website thirty (30) days in advance.
9.3 Clauses include but are not limited to: Section 5 (Warranties), Section 6 (Confidentiality), Section 8 (Exemption of Liability), and Section 12 (Dispute Resolution) shall survive the termination or expiration of the Agreement.
10 Force Majeure
10.1 If the fulfillment of the terms and conditions of this Agreement becomes impossible, unnecessary, or insignificant due to a force majeure event or any other accident, the party affected by such force majeure event or accident shall be held harmless from any liability arising therefrom.
10.2 A force majeure event or accident refers to an objective event that is unforeseeable, insurmountable, and unavoidable and has a significant impact on either or both parties, including but not limited to natural disasters such as floods, earthquakes, pandemics, and epidemics, as well as social events such as wars, civil commotions, government action, hacker attacks, and government regulation.
11 Liability for Breach of Contract
11.1 Either party hereto who breaches this Agreement shall be held legally liable for such breach, and indemnify the observant party against all losses arising therefrom.
11.2 "Losses" as mentioned herein shall include the actual loss, the reasonable profits that are expected to be obtained after the performance of this Agreement, and the reasonable investigation fees, lawyers' fees, and other related legal costs that are involved in the legal proceedings.
12 Resolution
12.1 Any dispute arising out of or in connection with this Agreement shall be settled by the parties through friendly negotiation. If such dispute fails to be settled through negotiation, it shall be submitted to the Xihu District People's Court in Hangzhou for adjudication.
12.2 This Agreement shall be governed by the mainland laws of the People's Republic of China.
13 Supplementary Provisions
13.1 Either party shall be an independent contracting party, and has no right to set any obligation on behalf of the other party. No joint venture relationship, partnership, or employment or agency relation will be established under this Agreement.
13.2 You understand and agree that Tuya has the right to transfer all or part of the rights and obligations under this Agreement to Tuya's affiliates by sending a written notice to you thirty (30) days in advance.
13.3 Any matters not covered herein shall be otherwise agreed upon by the parties according to the principles of reciprocity, mutual benefit, and friendly negotiation, which shall be formed as an appendix, supplementary agreement, etc. The appendix and/or supplementary agreement to this Agreement shall be an integral part of this Agreement and have the same legal effect as this Agreement.
This Agreement is released and enters into force on July 6, 2020.

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Terms of Use
Last Updated: Nov. 4, 2021
Terms of Use
Reminders
Welcome you to visit Tuya websites. Please read and accept these Terms of Use with Tuya before you use our products and services.
These Terms of Use, together with the Privacy Policy, Legal Statement (collectively, this “Agreement”), contain terms and conditions that govern your access to and use of Tuya’s websites and services and is a binding agreement between the applicable Tuya Contracting Party specified in section 1.3 below (“Tuya,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”).
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14.6. Terms hereunder for confidentiality, intellectual property, applicable laws and jurisdiction and other terms supposed to survive in nature (e.g. guarantee on authenticity of registration information) shall not be invalid due to the termination of this Agreement.
XV. How to Contact Us
You have any questions and comments about this Agreement, or you have any questions or comments about the practice and operation of Tuya, you can contact us through request, or customer service telephone (1-844-672-5646).
©2024 Tuya Inc.Time zone:
Last Updated: Nov. 4, 2021

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Tuya Developing Service Agreement
Tuya Developing Service Agreement
You are logging in/using Tuya Developing Service, welcome to use Tuya developing Service!
The following terms and conditions (hereinafter referred to as this "Agreement") constitute a valid, legally binding agreement made between you and Tuya (either of which may be referred to individually as a "Party" or collectively as "Parties"). This Agreement stipulates your legal rights and responsibilities as a User. By clicking the "I Agree" button (or any other similar button) below this Agreement or signing this agreement, or by using any of the products and services provided by Tuya under this Agreement, you shall be deemed as having fully understood and accepted the terms contained herein. If you do not agree to the terms of this Agreement, you may not use products and services that Tuya provides to you.
The products and services (collectively, the "Tuya Developing Services" or “Services”) that Tuya provides to you are very diverse so sometimes supplementary agreements may apply to you, depending on the Tuya Services used by you. Said supplementary agreements shall be available with relevant Tuya Services and become an integral part of this Agreement if you use those Tuya Services (this Agreement together with those supplementary agreements collectively referred to as “Tuya Developing Service Agreement”).
In addition to the Tuya Developing Service Agreement, you also need to abide by other platform agreements and rules when using the Tuya Developing Service, including but not limited to the Terms of Use, Legal Statement, Privacy Policy and other documents that you need to confirm when registering as a user of the Platform, as well as the Software Use License and Service Agreement that you need to comply with when using the Tuya Software.
If you have any questions, comments or suggestions about this Agreement, you may contact Tuya Platform through the hotline or email published thereon.
1. Definitions
The following definitions shall apply unless otherwise specifically stated:
1.1 “Tuya” means the subject that provides you with Tuya Developing Services according to the Agreement, which may include Hangzhou Tuya Information Technology Co., Ltd. and/or its affiliated companies depending on the type of services.
1.2 "Tuya Developing Services" or "Services" means the products and services (including but not limited to open platform, license of using Tuya Software, Devices, Scheme) that Tuya provides to Users via Tuya IoT Platform, Tuya Developer Official Website (including but not limited to http://developer.tuya.com, collectively “Tuya Platform”)or other channels that certified by Tuya, if Tuya makes or publishes definite documents relating to such Services, the contents stipulated in such documents shall prevail.
1.3 "Tuya Platform" means the websites, management platforms, and business platforms (including but not limited to Tuya Developer official website, Tuya IoT control platform) that are owned and/or operated by Tuya and/or its Affiliates to provide User with Tuya Developing Services.
1.4 "Tuya Software" means the content that Tuya licenses User to use according to the Agreement includes but is not limited to software, development tools, development frameworks, IDE, UI business packages, development platforms, text codes, API and SDK.; “APIs” means Application Program Interface that provided by Tuya, "SDK" means a software development kit provided by Tuya.
2. Using of Tuya Developing Services
2.1 According to Tuya’s requirements, before using Tuya Developing Services, you need to create a Tuya account and to complete the online identity verification procedure, and you need also to confirm that you have the legal qualification and authorization to perform this Agreement.
2.2 You understand and confirm that you need to pay the service fee in full and on time according to the fee standard set by Tuya before you opening and using the Services. Tuya may have different levels of standards for Users with different charges, and Tuya may adjust such standards from time to time as the case may be, and Tuya will provide you with the opportunity to be informed and reserve your right to reject them with respect to the adjustments to these standards. Fees, payments, and other related content related to Services will be subject to the documents that Tuya separately formulates and discloses to you.
2.3 You hereby represent, warrant, and undertake to Tuya that:
(a) you have attained and possess the qualification, authorization or license(s) required to enter into the legally binding Agreement with Tuya and to use the Tuya Developing Services, and the conclusion and performance of this Agreement will not violate any agreements you have entered into with third parties or infringe any third party rights, nor will it violate any applicable laws and regulations. You possess full legal capacity to conclude, understand, and perform this Agreement with Tuya and are able to assume the legal liability for any and all breaches thereof;
(b) all activities that you conduct or engage in on the Tuya Platform, your use of Tuya Developing Services, and all the products provided by you to the end user as well as all the information and content released by you through the Tuya Platform or other medium provided by Tuya don’t and will not: (i) violate any applicable laws, regulations, policies, common industry practices, or relevant jurisdictions specifications or guidelines; (ii) infringe upon Tuya’s or any third party’s legitimate rights and interests (including but not limited to privacy, intellectual property rights, reputation rights, portrait rights, trade secrets, etc.);
(c) you shall comply with any and all applicable laws and regulations regarding network security, and you may not conduct or engage in any activities that interfere with, disrupt, damage, or access in an unauthorized manner the devices, servers, networks, software, or other properties or services of Tuya or any third party;
(d) you will not disrupt or attempt to disrupt the normal operations of the Tuya Platforms;
(e) you shall not bypass, attempt to bypass, or claim to be able to bypass any content protection systems or data analysis tools provided by Tuya, or intentionally mislead your end users into making them believe that they are directly interacting with Tuya;
(f) you shall at all times comply with the terms of this Agreement and, when applicable, comply with management policies and other policies, guidelines, and rules provided along with and regarding the relevant Tuya Developing Services, released by Tuya from time to time on Tuya Platforms;
(g) you shall not engage in any activity, conduct, or omission that: (i) violates any applicable laws and regulations; (ii) causes or induces Tuya to violate applicable laws; or (iii) exposes Tuya to penalties, liabilities, sanctions, or restrictions under applicable laws.
2.4 If you breach any of the representations, warranties, covenants, or undertakings of this Agreement, Tuya may, (upon its reasonable judgment at its sole discretion, and without prejudice to any other of its rights or remedies in this Agreement or those provided by law) do any or all of the followings: (i) delete relevant infringing information or content and/or cease your use of Tuya Developing Services at any time, (ii) require you to replace or modify any illegal or infringing content, (iii) stop providing relevant Tuya Services to you; (iv) suspend the performance of its obligations under this Agreement; (v) delete your Account; and/or (vi) suspend or terminate this Agreement. You shall be liable for any and all losses incurred therefrom upon you or your end users.
3. Intellectual Property Rights and License
3.1 Tuya and/or its Affiliates are the lawful owners of and/or lawfully entitled to use any and all the intellectual property rights (including but not limited to trademarks, copyrights and patents) to the Tuya brand, Tuya Platforms, and Tuya Software (collectively, "Tuya Content"). You may use Tuya Content and/or Tuya's intellectual properties to develop and/or promote products, only if you have obtained prior express written consent from Tuya and/or its Affiliates. Without prior express written consent from Tuya and/or its Affiliates, you may not, and shall not assist any third party to: (a) use, reproduce, publish, release, copy, modify, forward, translate, spread, or distribute any Tuya Content or any part thereof; or (b) lease, lend, sell, sub-license, transfer, or otherwise dispose of any Tuya Content or any part thereof, or any of your rights relating to Tuya Content.
3.2 Tuya Software (such as SDK, technical documents, and text code) that you are approved to use when accepting the Service provided by Tuya, or the software derivative works (such as application programs and OEM App) that is customized by you based on such Software, regardless of whether you are permitted to use such Software upon payment or you are approved to use such Software on a free basis, you understand and agree that, regardless of whether a payment has been made or not by you, your usage of any Tuya Software is all due to a conditional and restricted license that Tuya grants to you, rather than due to your acquisition of any intellectual property rights with respect to such Software and related rights, and that you will under no circumstances be assigned with any intellectual property rights with respect to such Software and related rights, unless Tuya otherwise specifies the grant in writing.
3.3 To better provide you with the Services, you hereby grant Tuya and/or its Affiliates a non-exclusive, royalty free, and irrevocable license to :
(a) display your products or works through Tuya Platform; and (b) conduct the following activities during the period when you are using Tuya Services: (i) to use, test, analyze, store, and display your products and use your product information, for the purpose to provide you with Tuya Services, distribute and/or promote your products, promote relevant Tuya Platforms and Tuya Services, and/or Tuya and its Affiliates; (ii) to display, include, and/or duplicate the trademarks and logos and/or company information that you submitted to Tuya, for use solely in connection with promotion of your products, relevant Tuya Platforms and Tuya Services, and/or Tuya and its Affiliate; (iii) to retain one or more electronic copies of each your product or work worldwide after the expiration of the license in accordance with the Agreement, and only for the purpose of dealing with disputes, claims and lawsuits that may arise in connection with your products or works. For the purpose to perform this Agreement, Tuya and/or its Affiliates may sublicense the rights relating to Tuya Platforms in Section (b) of this Clause 3.3 herein to a third party that provides services to and/or acts on behalf of Tuya and/or its Affiliates.
3.4 Unless otherwise expressly approved by Tuya in writing, You may not, and shall not assist or encourage any third party to: i) reproduce, reverse engineer, decompile, disassemble, or create any derivative works from Tuya Software or engage in any other attempt to obtain the software source code; 2) modify the software or develop derivative products of the Tuya Software beyond the scope of the Tuya license; 3) develop software, design concepts, interfaces, functions and diagrams that mimic Tuya’s; 4) engage any behavior that may possibly damage or split Tuya Software, such behavior including but not limited to: diffusing software derived from software development tools, encouraging or providing convenience for others spreading software development kit, researching and developing the same or similar software, as well as encouraging or providing convenience for others diffusing the same or similar software, etc.
3.5 You shall obtain or use the Tuya Content through Tuya certified formal official channels (which may include downloading it on the Tuya Platform with your own account). If you have obtained such content from a third party that is not certified by Tuya, Tuya cannot guarantee that such content can be used normally. You shall bear all the consequences arising therefrom, Tuya is not responsible for it.
4. Data Protection
4.1 Your use of Tuya Developing Services and your products generated through such services shall ensure the data security of your end users, and comply with all applicable data protection laws and regulations, including but not limited to releasing privacy policies in your own name, obtaining required authorization from your end users for data processing activities (including but not limited to data collection and storage ) and displaying such privacy policies prominently on your product's interface (if any) for end users in accordance with applicable data protection laws and regulations. You may not engage in any activities infringing personal data and privacy of end users, including but not limited to activities that illegally track user behavior, or illegally disclose or damage personal data. You undertake to take adequate and proper data security measures. If your product retains any personal data provided by end users, you must ensure that such personal data is kept safely and only for the necessary period of time.
4.2 Any and all privacy security disputes regarding your products shall be settled by you and end users, and Tuya shall not bear any liabilities arising therefrom. Tuya may (but has no obligation to) provide you with opinions and suggestions on resolving such privacy security disputes in order to protect end users' rights and interests. You shall notify Tuya without undue delay in the event of any breach of personal data and hold Tuya harmless from any disputes or losses arised therefrom. Without prejudice to any other of its rights or remedies in this Agreement (including Tuya's right to be indemnified by you or those provided by law) Tuya may terminate this Agreement with you for a breach by you of this Clause 4.
5. Indemnification
5.1 To the maximum extent permitted by applicable laws, you shall defend, hold harmless, and indemnify Tuya and its Affiliates, subsidiaries, executives, directors of the board, employees, agents, partners, subcontractors, contractors, and licensors (collectively, the "Tuya Parties") against and from any and all claims, demands, suits, actions, and proceedings arising out of or in relation to any of the following events: (a) your breach of any provision of this Agreement; (b) your breach of any of your representations, warranties, undertakings; (c) you or your products infringing the intellectual property rights or other rights of Tuya or any third party; (d) you or your products violating any applicable laws and regulations; (e)your use of the Service hereunder; and (f) disputes between you and end users.
5.2 Your indemnity to Tuya in this Clause 5 shall include any and all liabilities, fines, penalties, damages, expenses, litigation costs, and attorney's fees arising from such claims, suits, or actions (whether under contract, tort, negligence, or restitution, or otherwise). You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the Tuya Parties in the defense of any such claims or requests.
5.3 You understand and agree that, to the maximum extent permitted by applicable law, your access and use of the Tuya Developing Service shall be totally at your own risk. TUYA’S TOTAL CUMULATIVE LIABILITY TO USERS FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIVE THOUSAND DOLLARS. IN NO EVENT WILL TUYA BE LIABLE TO USERS FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT TUYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6. DISCLAIMER
6.1 THR SERVICE HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY WARRANTED UNDER THIS AGREEMENT, TUYA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TUYA OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, TUYA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE (E.G., DATA, INFORMATION, LOCATION, CRASH DETECTION OR REPORTING, EMERGENCY ASSISTANCE, ETC.) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR INDUSTRY, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
6.2 TUYA IS UNDER NO OBLIGATION TO PROVIDE YOU WITH CUSTOMER SUPPORT OR SOFTWARE UPGRADES, OR TO IMPROVE OR MODIFY TUYA SERVICES (COLLECTIVELY “SUPPORT”). NEVERTHELESS, IF TUYA DECIDES TO PROVIDE THE SUPPORT TO YOU, TUYA RESERVES THE RIGHT TO TERMINATE THE SUPPORT AT ANY TIME WITHOUT ANY PRIOR NOTICE.
7. Termination
7.1 User acknowledges and confirms that Tuya may temporarily or permanently suspend, cancel or restrict User's access to all or part of the Tuya Platform or the Services hereunder at any time in accordance with applicable laws, including but not limited to stopping data transmission and(or) terminating API calls without any liability to any individual or third party. However, Tuya shall use its best efforts to notify User before taking such actions. However, Tuya shall have the right to restrict, cancel or terminate User's access to all or part of the Service and terminate this Agreement immediately, permanently or temporarily, without prior notice to User under the following circumstances: 1) User breaches or Tuya reasonably believes that User is about to breach this Agreement, including any Additional Terms, policies or guidelines contained therein; 2) User or any person acting on User's behalf conducts fraudulent or illegal activities, or provides false or misleading information to Tuya; 3) Tuya shall respond to the requests made by law enforcement or government authorities in accordance with effective legal procedures; 4)Tuya shall perform urgent system or hardware maintenance or update; 5) User's development activities or completed development achievements by using the Service hereunder or the software or development tools provided by Tuya are found to have security risks, or cause or may cause any interference, risk or damage to Tuya; or 6) unforeseen technical, security or business reasons, etc.
7.2 Any and all provisions of this Agreement which expressly or by their nature are intended to survive the termination of the pertinent agreement, shall remain in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire.
8. Force Majeure
8.1 Neither Party shall be deemed to be in breach of this Agreement upon the occurrence of a Force Majeure Event which affects its ability to perform any of this Agreement, however provided, the affected Party shall notify the other Party of the Force Majeure Event without undue delay and use its best commercial efforts to mitigate and remedy the negative effects thereof. For the purposes of this Agreement, a "Force Majeure Event" means (i) acts of God, lightning strikes, earthquakes, floods, droughts, storms, blizzards, snowstorms, mudslides, water erosion, explosions, fires, epidemics and other natural disasters; (ii) act of government, act of war, act of public enemy, terrorist activities, riots, commotions, and strikes, excluding labor disputes.
9. Updates
9.1 Tuya may make changes to this Agreement at its own discretion from time to time and notify you of such updates so that you have the chance to reject them and to discontinue your use of relevant Tuya Services, if you choose to do so. You shall read this Agreement regularly to check if there is any update to them. You agree that you shall be deemed to have agreed to such updates and agreed to observe such updates once you continue your use of Tuya Services. You shall be bound by such updated version once you agree to it by clicking "I Agree" button (or any other similar button) therein.
9.2 Tuya may adjust, add to, or remove Tuya Services from the Tuya Platforms at its own discretion. Unless otherwise specified, any new Tuya Services shall be governed by this Agreement.
10. Miscellaneous
10.1 Tuya or other users of Tuya Platform may provide links to other websites or resources on the Platform, you understand and agree that the Platform shall not be responsible for the availability of such external websites or resources, nor shall the Platform endorse in any form or assume any liability for any content, advertisements, products or other information on or obtained from such websites or resources. Tuya and its related parties shall not be liable for any damage or loss resulting from or alleged to result from or in connection with your use or reliance on any content, goods or services obtained under or through such sites or resources.
10.2 If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid, legally binding and enforceable upon you and Tuya to the maximum extent permitted by applicable laws.
10.3 You may not subcontract any of your obligations under this Agreement, or subcontract, transfer, assign, or sub-license any of your rights under this Agreement. You hereby acknowledge and agree that Tuya has the right to assign or transfer this Agreement to any of its Affiliates upon prior written notice (Email notice is accepted) to provide better service to you.
10.4 If you are concluding this Agreement with Hangzhou Tuya Information Technology Co., Ltd., you agree that the establishment, jurisdiction, and interpretation of this Agreement shall be governed by the laws of the People's Republic of China. You agree that this Agreement is signed in Xihu District, Hangzhou, P.R. China. Any and all disputes, compensation claims, and causes of action arising out of or in relation to performing this Agreement or receiving Tuya Services under this Agreement shall be resolved in the court with jurisdiction over the place where this Agreement is signed.
10.5 If you are concluding this Agreement with Tuya Global Inc, you agree that the establishment, jurisdiction, and interpretation of this Agreement shall be governed by the laws the State of California excluding that body of law known as conflict of laws. You agree that any and all disputes, compensation claims, and causes of action arising out of or in relation to performing this Agreement or receiving Tuya Services under this Agreement shall be submitted to the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein without applying the United Nations Convention on Contracts for the International Sale of Goods.
10.6 Unless otherwise stated in this Agreement, neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
10.7 Subject to applicable laws, the Parties agree that the Tuya Developing Agreement may be signed or executed using either traditional print media or electronic media, including acceptance by the Parties in electronic form. In the case of paper media, it shall come into force on the date of signature and(or) seal by both Parties; For electronic media, the date you click on the corresponding media to confirm your acceptance or to start using the Tuya Developing Services, whichever is earlier. Both Parties agree that acceptance in electronic form has the same legal effect as traditional handwritten signatures.
The Agreement was last updated on Thursday, December 29, 2022