Terms of Service

“User Data” means any data, information, media or other content submitted by or on behalf of you or your End Users to the Services, including but not limited to any Personal Data, but excluding any data provided to ZEGOCLOUD as part of your Account.

“End User” means any entities or individuals that access the Services under your Account or an Application.

“Order Form” means the order form provided by ZEGOCLOUD that sets forth the pricing and the ZEGOCLOUD Services selected by Customer.

“Professional Services” means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary ZEGOCLOUD Services that are set forth in an Order Form or Statement of Work (“SOW”).

“Personal Data” means personal data, personal information, personally identifiable information or other equivalent term (each as defined in Applicable Data Protection Law).

2.1 ZEGOCLOUD provides a wide range of application program interface(s) (API(s)), sample software code, SDKs, network and solutions for building real time communication, including but not limited to audio/video calls or interactive live streaming, in-app chat, digital figures, AI effects, (“ZEGOCLOUD Service”, or the “Service”) .

2.2 The Services are further described in the product listing pages on our website and include any additional services you purchased from us. The Services may allow you to create applications using the Services or run applications on the Services (“Applications”).

2.3 Certain Services may incorporate generative AI features, that enable you to use prompts to generate output, including AI Effects and Digital Figure. If you use any artificial intelligence and machine learning Services, features, and functionality (including third-party models) that we provide, you will comply with the ZEGOCLOUD Responsible AI Policy.

2.4 Notwithstanding anything to the contrary under these Terms, you acknowledge and agree that Services may be provided by one of our Affiliates to the extent deemed appropriate by us, for example, where required to comply with applicable laws and regulations or in accordance with ZEGOCLOUD's internal structuring of its operations in the applicable region.

2.5 ZEGOCLOUD may discontinue or make any changes to the Services (or any portion thereof) at any time without incurring liability to you. ZEGOCLOUD may choose to, without limitation, discontinue, limit, restrict, change or remove the Services, any Service component, or availability of the Services (or any portion or component thereof) in any specific region, territory or industry sector or field of business. If ZEGOCLOUD discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, ZEGOCLOUD will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect, provided that you have agreed to be informed about those changes. ZEGOCLOUD may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services or ZEGOCLOUD, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. ZEGOCLOUD may provide periodic updates to the Software or Services from time to time (“Updates”). ZEGOCLOUD may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time, the use of which may be contingent upon your agreement to additional requirements.

3.1 Use of ZEGOCLOUD Service requires an ZEGOCLOUD account (“Account”).You need to sign up for a user account by providing all required information in order to access or use the Services.

3.2 You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. If you are under the age 18, your parent or guardian must agree to these Terms. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms, and an employer-issued email address must be used to register the account.

3.3 When you register, you will be asked to provide a password. You are solely responsible for keeping your password secure and all the activities taken under your account.We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

3.4 You acknowledge that we will use the email address you provide when opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must keep the Primary Email Address you provide to us valid and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with us can only be authenticated if they come from your Primary Email Address.

3.5 Subject to Section 3.2, the person or the entity signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide.

4.1 You are required to make payments to us for your use of our Service (“Service Fee”). The Service Fee is billed in 30 day intervals (each such date, a “Billing Date”), consisting of the Package Fee you may choose and service consumption fee calculated on pay-as-you-go basis.You may find further detail and the unit price for each type of Service here.

4.2 We provide a special offer for starter users, further detail can be find here.

4.3 Unless otherwise agreed, all Service Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

4.4 You may be required to make an advanced payment, which will be added to your ZEGOCLOUD Account Balance when the payment is successful. The Balance may only be redeemed toward the purchase of the Services provided by ZEGOCLOUD.

4.5 Your ZEGOCLOUD Account Balance will automatically change based on your daily service consumption. If your Balance falls below zero, you will receive a written notice from us to remind you of a recharge, if you fail to recharge your Balance within 3 days upon receiving such notice, ZEGOCLOUD is entitled to suspend the Service and/or terminate this Terms as per Clause 11.You can view your Balance in your Account at any time.

4.6 A statement of monthly Service Fee and an invoice will be sent to your Primary Email Address at the end of the month. For the sake of clarity, your monthly Service Fee might not be consistent with the accumulated amount of your daily consumption, given that ZEGOCLOUD may offer a discount on account of your monthly consumption.

4.7 ZEGOCLOUD reserves the right to impose a Minimum Balance Requirement.

4.8 To the extent permitted under applicable laws, ZEGOCLOUD may increase or introduce new Fees and charges for any existing Services at any time after prior notice. Any new or changed charges will apply to the Services as of the date specified in the relevant notice.

4.9 If you and ZEGOCLOUD agree to other payment terms in writing (including an Purchase Order or a separate agreement), then those alternative provisions shall apply in the event of a conflict with this Section.

4.10 Except as otherwise set forth in any specific terms, all Service Fees are non-refundable and exclusive of any Taxes. You agree that you are solely responsible for payment of all Fees and Taxes associated with any such payments. All payments made by you shall be made free and clear of and without deduction for any tax, set-off, withholding or counterclaim. To the extent that you are required by applicable law to make such a deduction or withholding of tax, you shall provide us with an official tax receipt or other appropriate supporting documentation within 30 days after payment of the deduction or withholding tax and increase the amount paid to us to the extent necessary to ensure that we receive a sum equal to the amount we would have received had no such deduction or withholding been made. “Taxes” means any duties, customs fees, or taxes (other than ZEGOCLOUD’s income tax) associated with the purchase of the Services, including any related penalties, interest or other additions thereto.

5.1 You may not use the ZEGOCLOUD Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your user’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Application or business ) in your use of the Service and your performance of obligations under the Terms of Service.

5.2 You are solely responsible for your Applications and User Data and for making sure your Applications and User Data comply with these terms (including the Acceptable Use Policy) . ZEGOCLOUD reserves the right to review all Applications to ensure your compliance with these terms. You acknowledge and agree that you are responsible for all use of the Services by End Users, End Users’ access to Applications and User Data, activities under Accounts, and for otherwise ensuring that each End User complies with these Terms.

5.3 You acknowledge and agree that you are solely responsible for the processing of any Personal Data in respect of End Users and any persons whose Personal Data is contained in the User Data, and shall protect the privacy of the End Users and such persons, and shall comply with all applicable laws and regulations in respect of the same (including by making such disclosures, and obtaining such consents, as are necessary to ensure the Personal Data of End Users or any persons whose Personal Data is contained in User Data may be processed by the Services). You shall be solely responsible for any access, monitoring, use, or disclosure of Personal Data submitted by End Users through the Services. To the extent any Personal Data is contained in any User Data, the parties agree that the processing of such Personal Data shall be undertaken in accordance with the Data Processing Addendum. You agree that you shall not make available any User Data for processing in the Services unless lawfully permitted to do so.

5.4 You will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services; (iii) use the Services as benchmarking or in any manner that is competitive with the Services; (iv) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; or (v)access the Services in a manner intended to avoid incurring Service Fees or otherwise avoiding usage limitations.

6.1 Some features of the Service may allow you or your End User to upload data, information, media or other content to the Service (User Data) . You retain any Intellectual Property Rights you may have in User Data.

6.2 You hereby grant to ZEGOCLOUD a non-exclusive, sublicensable license to access, copy, and use User Data to provide the Services, and/or otherwise use such User Data in accordance with these Terms.

6.3 You acknowledge and agree that ZEGOCLOUD may disclose User Data to third parties with or without notice to you: (1) to comply with applicable laws or protect ZEGOCLOUD’s rights; or (2) to comply with court orders, a lawful government or law enforcement request, or other legal processes. ZEGOCLOUD may also block or remove User Data as required by applicable laws, in which case ZEGOCLOUD will make reasonable commercial efforts to promptly notify you if legally permissible.

6.4 You represent and warrant that: (1) you have all rights required to provide User Data to ZEGOCLOUD, for ZEGOCLOUD to use the User Data as provided for in these Terms, and for you to use in connection with your use of the Services; and (2) User Data, and your use of User Data through the Services does not violate any laws or rights of any person.

7.1 ZEGOCLOUD retains all right, title, and interest, including without limitation all trademarks, patents, copyright, trade secret and all other intellectual property rights in and to the website and Service (Intellectual Property Right). Except as expressly set forth in these Terms and to the extent permissible under applicable law, this Agreement does not grant you any right or license to the Intellectual Property Right.

7.2 Unless otherwise specified in the applicable SOW, all deliverables provided by or for ZEGOCLOUD in the performance of Professional Services, excluding Customer Data and Customer Confidential Information, are owned by ZEGOCLOUD and constitute part of the Professional Service(s) under the Agreement. Effective only as of final payment by Customer to ZEGOCLOUD of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, ZEGOCLOUD grants to Customer a nonexclusive, for the duration of legal protection, worldwide, royalty-free license to use deliverables created for Customer during performance of Professional Services (“Work Product”) provided to Customer under the Order Form or SOW, solely for purposes of Customer’s internal business operations only. This license includes permission to make copies of the provided Work Product for such internal use but not permission to distribute the Work Product or any copies of them.

7.3 You hereby grant ZEGOCLOUD a world-wide, non-exclusive, royalty-free,sub-licensable, transferable and revocable license to use the names, trademarks, service marks and logos associated with your product and/or service (User Marks) provided by you, to identify you as using our service, to operate, provide, and promote the Service, and to perform our obligations and exercise our rights under the Terms of Service.

8.1 ZEGOCLOUD may from time to time provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, install, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). You agree that the use and making available of any Third Party Services is at your own risk. It is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them and comply with and ensure that your End Users comply with any terms and conditions applicable to Third Party Services.

8.2 We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that ZEGOCLOUD has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on ZEGOCLOUD’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with ZEGOCLOUD. ZEGOCLOUD does not guarantee the availability of Third Party Services and you acknowledge that ZEGOCLOUD may disable access to any Third Party Services at any time in its sole discretion and without notice to you. ZEGOCLOUD is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. ZEGOCLOUD strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.

8.3 If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your User Data and other materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. ZEGOCLOUD is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your User Data or other materials.

8.4 Except otherwise agreed by you and ZEGOCLOUD, ZEGOCLOUD does not provide any technical support for any Third Party Services.

9.1 ZEGOCLOUD will use commercially reasonable efforts to provide any related Services in accordance with the relevant and then-current service level agreement(s) (“SLA”), if any. 

9.2 The parties acknowledge and agree that, regardless of anything to the contrary in these Terms, your sole and exclusive remedy for a breach of an SLA is the receipt of any applicable service credits as set forth and pursuant to the applicable SLA.“Credit”means a credit against future Service fees. Credits (a) do not apply to other amounts User may owe ZEGOCLOUD, (b) apply to outstanding or future invoices only, and (c) are forfeit upon termination of the Terms. ZEGOCLOUD is not required to issue refunds or to make payments against Credits under any circumstances, including without limitation termination of the Terms.

9.3 ZEGOCLOUD may revise the SLA by posting a new version at the SLA Website and providing written notice to User. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless User first gives ZEGOCLOUD written notice of rejection of the amendment. In case of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of User’s next Term following the Proposed Amendment Date. User’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto.

10.1 “Confidential Information” means any and all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. ZEGOCLOUD’s Confidential Information shall include non-public information regarding features, functionality and performance of the Services.

10.2 Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.

10.3 Each party agrees to use the other party’s Confidential Information solely as necessary for exercising its right and performing its obligations under these Terms of Service. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who have agreed in writing to confidentiality obligations that are at least as protective as these Terms; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

11.1 Term. These Terms will commence when you accept these Terms or first access or use the Services and continue until terminated as set forth below (“Term”).

11.2 Termination, Suspension by ZEGOCLOUD. To the extent permitted under applicable laws, ZEGOCLOUD may, at its sole discretion, terminate these Terms, or suspend, modify, restrict or terminate your access to or use of the Services, in whole or in part, or with respect to a Service Region or territory immediately upon written notice to you if:

11.3 Termination by you. Except otherwise agreed in any Order or separate contracts entered into by you and ZEGOCLOUD,you may terminate your Account and these Terms at any time by contacting ZEGOCLOUD Support and then following the specific instructions indicated to you in our response. Except as set forth in any service-specific terms or purchase order, if you terminate your Account and these Terms, you are not entitled to a refund of any Service Fees paid to ZEGOCLOUD, pro rata or otherwise.

11.4 No Liability for Termination. Except as expressly required by law, if either party terminates these Terms in accordance with the foregoing, neither party will be liable to the other because of the termination, for expenditures or commitments made in connection with these Terms or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.

11.5 Effects of Suspension. If ZEGOCLOUD restricts or suspends your access to any or all of the Services, or otherwise modifies the Services under these Terms: (i) where Services are suspended, you remain responsible for all Service Fees accrued before the date of suspension (including where the charges were incurred before suspension date but performance of the relevant obligations were after the suspension date); (ii) you remain responsible for any applicable charges for any part of the Services (including any modified portions thereto) to which you have access; and (iii) you will not be entitled to any service credits under any applicable SLA for any period of suspension, modification or restriction.

11.6 Effects of Termination.Upon termination or expiration of these Terms: (1) any outstanding balance owed by you to ZEGOCLOUD for your use of the Services through the effective date of such termination will immediately become due and payable in full, you will pay ZEGOCLOUD such Fees or other amounts within 30 days of termination or expiration; (2) you will remove from the Services any Application and User Data; (3) your rights under these Terms shall immediately cease; and (4) upon ZEGOCLOUD’s request, you will use commercially reasonable efforts to return or destroy all ZEGOCLOUD Confidential Information. ZEGOCLOUD has no obligation to make accessible to you any User Data after the termination of these Terms.

11.7 The following provisions will survive any termination of these Terms: Sections 1, 2, 4, 5, 6, 7, 10, 11.4, 11.5, 11.6, 12 ,13, 14.

13.1 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, NEITHER ZEGOCLOUD, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (ii) UNAVAILABILITY OF THE SERVICES (EXCEPT AS PROVIDED UNDER SERVICE LEVEL AGREEMENT; (iii) YOUR APPLICATIONS OR INTELLECTUAL PROPERTY RIGHTS; OR (iv) LOSS OF DATA, LOST PROFIT, GOODWILL, REVENUE, CUSTOMERS OR OPPORTUNITIES; IN EACH CASE, RELATING TO THE SERVICES AND THESE TERMS.

13.2 SUBJECT TO SECTION 13.3 BELOW, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF ZEGOCLOUD AND ITS AFFILIATES, FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, THE SERVICES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND EVEN IF ZEGOCLOUD AND ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WILL BE LIMITED TO THE TOTAL SERVICE FEES THAT YOU HAVE PAID TO ZEGOCLOUD UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THAT EVENT GIVING RISE TO THE LIABILITY FIRST OCCURRED. HOWEVER, NOTHING LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR ANY MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS.

13.3 NOTHING IN THESE TERMS EXCLUDES OR LIMITS YOUR LIABILITY FOR:

13.4 Without limiting Section 13.1 or 13.2, if the Services are interrupted for any of the reasons set forth below, ZEGOCLOUD disclaims liability for any loss or damage to the extent caused by the following:

14.1 ZEGOCLOUD Indemnification.ZEGOCLOUD will defend or, at its option, settle any third party claim, allegation, suit or proceeding (“ Claim”) brought against you alleging that the use of the Services by you in accordance with these Terms infringes a third party patent or copyright. ZEGOCLOUD will have sole control of the defense or settlement negotiations, and ZEGOCLOUD agrees to pay, subject to the limitations set forth in these Terms, any final judgment entered against you and any amounts agreed to in settlement by ZEGOCLOUD as a result of such infringement in any Claim defended by ZEGOCLOUD; provided that you provide ZEGOCLOUD with: (1) prompt written notice of the Claim; (2) sole control over the defense and settlement of the Claim; and (3) all reasonably requested information and assistance, to settle or defend the Claim.

In the event that any Claim is brought or, in ZEGOCLOUD’s opinion, likely to be brought, ZEGOCLOUD may, at its sole option and expense: (1) procure for you the right to continue to use the applicable Services; (2) modify the Services, or replace the Services with non-infringing software or services that do not materially impair the functionality of the Services; or (3) if neither of the foregoing is feasible on commercially reasonable terms, terminate these Terms and notify you to discontinue to use the applicable Services.

14.2 ZEGOCLOUD will have no obligation to you under this Section 14.1 to the extent a Claim arises from: (1) your breach of these Terms; (2) User Data; (3) use of the Services in combination with any products, services, data, software, hardware or business processes not provided by ZEGOCLOUD, if the alleged infringement is based on that combination; (4) use of non-current or unsupported versions of the Services; (5) modifications to the Software or Services by anyone other than ZEGOCLOUD or its Affiliates; (6) any necessary implementation of an industry standard or protocol or compliance with any applicable laws and regulations; or (7) liability arising from your or any End User’s use of the Services after ZEGOCLOUD has notified you to discontinue such use.

14.3 THIS SECTION 14.1, and 14.2 STATES THE ENTIRE LIABILITY OF ZEGOCLOUD, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES.

14.4 Your Indemnification.

You will defend, indemnify and hold harmless ZEGOCLOUD, its Affiliates, and each of their respective agents, licensors, employees, officers and directors from and against any Claims or government enforcement actions to the extent they arise out of or in relation to:

14.5 Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN YOU AND ZEGOCLOUD. THIS ALLOCATION IS REFLECTED IN THE FEES CHARGED BY ZEGOCLOUD TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ZEGOCLOUD. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE LIMITED REMEDIES IN THESE TERMS HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

15.1 The Terms of Service will be governed by and interpreted in accordance with the laws of Singapore, without regard to principles of conflicts of laws.

15.2 The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

16.1 Notices.  All notices must be in writing and addressed to the other party’s designated primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

16.2 Assignment.  ZEGOCLOUD may assign any part of this Agreement to an Affiliate provided that ZEGOCLOUD notifies Partner of such assignment. Partner will not assign or otherwise transfer its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of ZEGOCLOUD.

16.3 Change of Control.  During the Term, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will give written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives the written notice of this.

16.4 No Waiver.  Failure to enforce any provision will not constitute a waiver.

16.5 Severability. If any term (or part of a term) of this Terms is invalid, illegal or unenforceable, the rest of the Terms will continue in force unaffected.

16.6 Entire Agreement. These Terms and the Additional Terms are the final and complete expression of all agreements between you and ZEGOCLOUD regarding their subject matter and supersede all prior oral and written agreements regarding these matters. The Additional Terms referred to in these Terms are incorporated by this reference. In the event of any conflict between the Terms and the Additional Terms, the inconsistency shall be resolved by giving preference to the following in the order that they are listed: (i) the Data Processing Addendum (which shall govern with respect to processing of Personal Data as applicable to the relevant Services); (ii) these Terms; and (iii) the Additional Terms, provided, however, that the terms and conditions of the service-specific terms will govern with respect to the Services, if applicable. ZEGOCLOUD shall not be bound by any term which is different from, modifies or otherwise in addition to the terms of these Terms, unless modified in accordance with these Terms, or otherwise agreed in writing. Where applicable, if you enter into a separate purchase order or service agreement with ZEGOCLOUD in respect of the Services, and where expressly provided by that service agreement, the terms of the service agreement shall prevail to the extent that there is any conflict or inconsistency between the terms of that service agreement and these Terms. Without limiting the foregoing, the parties agree that any terms and conditions in any user-issued purchasing forms, request for proposal, vendor questionnaire or similar shall not apply and ZEGOCLOUD disclaims the same.

16.7 No Agency. These Terms do not create any agency, partnership or joint venture between the parties.

16.8 No Third Party Beneficiaries. These Terms do not confer any benefit on any third party unless it expressly states that it does.

16.9 Force Majeure.  Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control,  including but not limited to: (i) natural disasters; (ii) acts of government; (iii) promulgation or change of laws, regulations or policies (including Trade Laws, sanctions, restrictive measures or regulations); (iv) strikes or unrest; or (v) any significant change of circumstances (including changes in applicable laws which would render provision of Services potentially illegal or different from that contemplated by the parties at time of the acceptance of these Terms or first access, or use the Services, foreseeable or otherwise. If any of the abovementioned events persists for more than 15 calendar days, ZEGOCLOUD may terminate these Terms, without assuming any liability, by immediate written notice to you.

16.10 Amendment. ZEGOCLOUD may amend these terms of service and any other terms incorporated by reference from time to time by posting updated versions to the ZEGOCLOUD Cloud site. Unless specifically provided in these Terms, or otherwise indicated by ZEGOCLOUD, the amended terms will take effect within 30 calendar days after they are posted. Notwithstanding the foregoing, any changes relating to ZEGOCLOUD’s Services or product functionalities shall take effect immediately. ZEGOCLOUD will use reasonable efforts to notify you of the changes, but you are responsible for periodically checking these Terms, for any modifications that impact you. If you do not accept such amendments, you must cease using the Services.Your continued use of the Services constitutes your acceptance of any amended Terms. Amended terms are not applicable retroactively.