iot/DEVICES/tuya/Tuya Developing Service Agreement.md

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