Last updated on June 4, 2024
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You agree that by placing an order between the applicable PingCAP Contracting Entity (as defined below; hereinafter referred as “PingCAP”, “we”, “us”, or “our”) through an Order Form (as defined below) that incorporates (i) these General Terms (hereinafter referred as “General Terms”) and (ii) the Schedule(s) (as defined below) applicable to the product and/or service ordered by you, you agree to follow and be bound by all the Order Form, these General Terms and the applicable Schedule(s). If you are placing such an Order Form on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to all the Order Form, these General Terms, and the applicable Schedule(s), and, in such event, “you”, “your”, and “Customer” shall refer to such entity. If you do not have such authority, or if you or such entity do not agree to follow and be bound by all the Order Form, these General Terms, and the applicable Schedule(s), you shall not place an order for or use PingCAP’s products or services. Each of the foregoing parties is referred to herein individually as a “Party” and collectively as the “Parties.”
1. Definitions
1.1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity. For the avoidance of doubt, either Customer or PingCAP hereunder does not include its Affiliate(s).
1.2. “Confidential Information” means all information agreed in writing by both Parties to be confidential or clearly identified as confidential by the disclosing Party at the time of disclosure. The Order Form(s) and the pricing thereof are the Confidential Information of both Parties. All technology and specifications relating to our Products and/or Services are the Confidential Information of PingCAP. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other Party; (ii) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (iv) is independently developed by the other Party, without reference to the disclosing Party’s Confidential Information.
1.3. “Documentation” refers to the user manual, the user guide, the reference documents and other similar materials for our Products and/or Services. You may access the documentation online at https://docs.pingcap.com/tidb/stable.
1.4. “Feedback” refers to any ideas, suggestions, proposals or other feedback you may provide to PingCAP related to our Products and/or Services.
1.5. “IP Rights” means all intellectual property rights throughout the world, including patents, copyrights, trademarks, trade secrets, database rights and any other rights in data or data compilations.
1.6. “Law” means any statute, law or ordinance in any jurisdiction, or any rule or regulation of any governmental body.
1.7. “Master Agreement” refers to these General Terms (including any amendments thereof) and all the Schedule(s) applicable to your Order Form(s) (including any amendments thereof) both of which incorporate into the Order Form(s). The Master Agreement governs your use of our Products and/or Services according to the Order Form(s).
1.8. “Order Form” means an ordering document for your purchases of our Products and/or Services provided by PingCAP, and the Order Form shall incorporate the Master Agreement that governs the Order Form.
1.9. “PingCAP Contracting Entity“ means: (i) PingCAP (US), Inc. if you or the entity that you represent is located in North or South America; (ii) PingCAP Kabushiki-Kaisha if you or the entity that you represent is located in Japan; and (iii) PingCAP Pte. Ltd. if you or the entity that you represent is not located in any of the foregoing places.
1.10. “Products“ mean TiDB Enterprise subscription and/or other products provided by PingCAP, excluding TiDB Cloud, and such subscription may come with technical support according to the applicable Schedule(s).
1.11. “Services” refer to consulting service, training service, advisory service, performance testing service, deployment and support service, data backup and recovery service and others that you purchase from PingCAP in relation to our Products. To avoid doubts, we will only provide the Services in which deployment of TiDB Enterprise is essential during a valid TiDB Enterprise subscription period.
1.12. “Schedule” refers to terms and conditions that specifically apply to certain types of PingCAP offerings at https://www.pingcap.com/legal.
2. Term
The Master Agreement comes into effect and co-terminates with the Order Form that incorporates the Master Agreement unless terminated earlier according to the Master Agreement (the “Term”) in which such Order Form will co-terminate accordingly.
3. Fees and Payment
3.1. All fees payable to PingCAP are due within thirty (30) days from the invoice date. Payments will be made without the right of set-off or chargeback.
3.2. You agree to reimburse PingCAP for any sales, value-added or other similar taxes imposed by applicable Law that PingCAP must pay based on our Products and/or Services you ordered (excluding, for the avoidance of doubt, taxes based on PingCAP’s income). If PingCAP has the legal obligation to pay or collect taxes for which you are responsible under this Section 3, PingCAP will invoice you and you will pay that amount to PingCAP. Taxes will not be deducted from payments to PingCAP, except as required by applicable Law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, PingCAP receives and retains an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon PingCAP’s request, you will provide to PingCAP your proof of withholding tax remittance to the respective taxing authority. Also, you will reimburse PingCAP for reasonable expenses related to providing the Products and/or Services, such as the transaction fees charged by banks in the process of your payment to PingCAP. Except as otherwise expressly provided herein, all fees and expenses paid to PingCAP are non-refundable.
3.3. Late Payments. Any late payments shall be subject to a service charge equal to one and one-half percent (1.5%) per month of the amount due or the maximum amount allowed by law, whichever is less.
3.4. Exceed. If exceeding the quantity listed on your Order Form(s), you shall promptly notify us and pay for the excess quantity.
3.5. Insolvency Risk. In the event that you become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding or if you believe that there is a material risk of any of the foregoing occurring, you agree to promptly notify us via email notice at deal-management@pingcap.com.
4. Ownership
4.1. Reservation of Rights. The Master Agreement does not transfer any right, title or interest in or to any IP Rights to any person or entity. Except as expressly set forth in the Master Agreement or the Order Form(s), no right or license is granted by a Party or its Affiliates to any person pursuant to the Master Agreement or the Order Form(s).
4.2. We may grant you the rights explicitly stated in the Master Agreement and the Order Form(s), especially such rights with respect to our Products and/or Services, and reserves all other rights (including all IP Rights). Nothing in the Master Agreement or the Order Form(s) will limit us from providing software, materials, or services for us, our Affiliates or any other customers thereof, irrespective of the possible similarity of such software, materials or services to those that might be delivered to you.
4.3. We or our licensors retain all ownership and IP Rights to our Products and/or Services, and anything arising out of or in any way connected with the foregoing (including but not limited to ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials) that PingCAP has developed or delivered to you under the Master Agreement and the Order Form(s) signed by both Parties.
4.4. Feedback. If you choose to provide us any Feedback, you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, worldwide license to use all the Feedback for any purpose and to disclose such Feedback to others without restriction or payment. You represent and warrant to us that you have all rights in Feedback necessary to grant us the rights contemplated by the Master Agreement.
5. Your Responsibilities
5.1. You shall ensure that your use of our Products and/or Services complies with the Master Agreement and any applicable Law. You are responsible for properly configuring and using our Products and/or Services and taking all necessary steps to maintain appropriate security, protection and backup of your data.
5.2. To the extent of your use of our Products and/or Services, you shall ensure that you and your Affiliates are compliant in all aspects with applicable laws and regulations, with licenses and certificates essential to your business obtained and maintained during the whole term of this Agreement.
5.3. In addition to your obligations set forth in the Master Agreement, where any information, cooperation and/or action is required for your use of our products and services, including obtaining or maintaining third party’s consent or licenses, you shall, at your own expense, ensure such information, cooperation or action is provided in a timely and professional manner. We will not be liable for any deficiency in providing services if such deficiency results from your failure and/or any third party’s failure to provide the required access, information, cooperation, or action. You shall be responsible for the back-up of all data and software, and we will not be liable for any loss of data or software or corruption to or damage of data or software.
6. Termination
6.1. If either Party (a) breaches a material term of either the Master Agreement or the Order Form(s) and fails to correct the breach within thirty (30) days of written specification of the breach, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, then the other Party may terminate the Master Agreement and/or the corresponding Order Form(s) (in whole or with respect to any Order Form). In addition to the foregoing, if you (or any of your Affiliates) become subject to official accusation or investigation of any kind in any jurisdiction, which PingCAP believe may bring imminent harm to PingCAP, PingCAP may immediately terminate this Master Agreement and/or the Order Form(s). Upon occurrence of any of the above events, you may submit and PingCAP may (but shall not be obligated to) also request for evidence or certificates to prove your compliance; provided however that such information supplementing process shall be without prejudice to PingCAP’s termination rights as set forth herein. If PingCAP terminates the Master Agreement and/or the Order Form(s) as specified in the preceding sentence, you must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for our Products and/or Services ordered under the Master Agreement and/or the Order Form(s) plus related taxes and expenses. Except for nonpayment of fees, the non-breaching Party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching Party continues reasonable efforts to cure the breach. You agree that if you are in default under the Master Agreement and/or the Order Form(s), PingCAP may (a) suspend your use of and revoke your license of the Products, (b) discontinue providing you with the Services, or (c) conduct all of the foregoing until the breach is remedied.
6.2. Any termination of the Master Agreement according to this Section 6 will co-terminate the Order Form(s) that incorporates the Master Agreement except the sections relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
7. Indemnification
7.1. Indemnity by PingCAP. PingCAP will defend you from and against any claim initiated by a third party alleging that your use of the Products in accordance with the Master Agreement infringes such third party’s IP rights; provided, however, that the foregoing shall not apply with respect to any such claim to the extent arising from your use of the Products in combination with any other software, service or technology not provided by PingCAP. Should the Products become or, in PingCAP’s reasonable opinion be likely to become, the subject of any such claim, PingCAP may, at its option and expense: (i) procure for you the right to continue to use our Products as contemplated by the Master Agreement and, if applicable, the Order Form(s); (ii) replace or modify our Products to render its use in accordance with the Master Agreement and, if applicable, the Order Form(s) non-infringing; or (iii) with thirty (30) days’ notice to you, terminate the Master Agreement and, if applicable, the Order Form(s) and refund to you, in the same currency that the fees were paid by you, any prepaid fees covering the remainder of the term after the termination date.
7.2. Indemnity by You. You will (a) defend PingCAP from and against any claim by a third party arising from or relating to: (i) your use of our Products (including any activities by your employees and personnel); (ii) any product, service or technology used by you in connection with or related to our Products; or (iii) any breach of the Master Agreement and, if applicable, the Order Form(s) or violation of applicable Law by you, in each case of (i)-(iii), to the extent that such third-party claim is not subject to PingCAP’s indemnity obligations in Section 7.1 and (b) indemnify and hold PingCAP harmless from and against any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) awarded against PingCAP or agreed in settlement by you arising out of or resulting from such the third-party claim.
7.3. Indemnity Procedures. In the event of any potential indemnity obligation under this Section 7, the indemnified Party will: (a) promptly notify the indemnifying Party in writing of the third-party claim in accordance with Section 15.3; (b) provide the indemnifying Party with sole control and authority over the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and (c) upon request of the indemnifying Party, and at the indemnifying Party’s expense, provide all cooperation reasonably requested by the indemnifying Party. Failure by the indemnified Party to notify the indemnifying Party of a claim under this Section 7 shall not relieve the indemnifying Party of its obligations under this Section 7 except to the extent that the indemnifying Party was actually prejudiced by such delay or failure to provide notice in accordance with this Section 7.3. The indemnifying Party may not settle any claim that would bind the indemnified Party to any obligation (other than payment covered by the indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, which consent is not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 7 will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent.
7.4. This Section 7 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim or demands arising out of, or in any way related to, this Section 7.
8. Nondisclosure
8.1. You and PingCAP may have access to Confidential Information. The receiving Party shall disclose the Confidential Information only on a need-to-know basis for the performance of obligations under the Master Agreement. “Recipient” is the Party receiving Confidential Information under the Master Agreement and the Order Form(s). “Discloser” is the Party disclosing Confidential Information under the Master Agreement and the Order Form(s).
8.2. Each Party agrees not to disclose the other Party’s Confidential Information to any third party other than as set forth in the following sentence for a period of five (5) years from the date of the disclosing Party’s disclosure of the Confidential Information to the receiving Party. Each Party may disclose Confidential Information only to its employees, agents, Affiliates or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under the Master Agreement, and each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by law, but, where legally permissible, the Recipient will provide advance notice to the Discloser to enable the discloser to seek a protective order or other similar protection if feasible.
8.3. Confidential Information that is disclosed prior to termination of the Master Agreement will remain subject to the Master Agreement for the period set forth above. Upon written request by the Discloser, the Recipient will promptly return or destroy all Confidential Information, except a copy of Confidential Information for legal compliance or archive purposes only. Any such retained Confidential Information will remain subject to the terms of this Section 8.
9. Representations & Warranties; Disclaimers
9.1. Each Party warrants that it has the authority and right to enter into the Master Agreement and the Order Form(s) and that the Master Agreement and the Order Form(s) constitute valid and binding agreements between the Parties.
9.2. PingCAP warrants that our Products will operate in substantial conformity with the applicable documentation. If PingCAP is unable to correct any reported nonconformity with this warranty, you may terminate the Master Agreement and the Order Form(s) and, as your sole remedy, you will be entitled to receive a refund of any prepaid fees covering the remainder of the term after the termination date. This warranty will not apply if the error or non-conformance was caused by misuse of our Products, any modifications to our Products other than PingCAP, or third-party hardware, software, or services used in connection with our Products.
9.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, (a) OUR PRODUCTS AND THEIR FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. PINGCAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PINGCAP OR ITS REPRESENTATIVES SHALL BE DEEMED TO CREATE A WARRANTY AND (b) NEITHER PINGCAP NOR ITS REPRESENTATIVES REPRESENT OR WARRANT THAT OUR PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE OR COMPLETE, THAT OUR PRODUCTS WILL COMPLY WITH ANY PARTICULAR REGULATORY REQUIREMENTS OR THAT PINGCAP WILL CORRECT ANY PARTICULAR BUGS OR ERRORS. YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE (i) THE SECURITY OF YOUR SYSTEMS OR (ii) THE QUALITY OR ACCURACY OF ANY PARTICULAR RESULTS WITH RESPECT TO YOUR USE OF OUR PRODUCTS.
10. Limitation of Liability
10.1. EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, PINGCAP’S AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU UP TO A MAXIMUM AMOUNT OF THE NET FEES (EXCLUSIVE OF TAX) PAID BY YOU TO PINGCAP UNDER THE APPLICABLE ORDER FORM(S); PROVIDED THAT, REGARDLESS OF ANY LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE MASTER AGREEMENT AND THE APPLICABLE ORDER FORM(S) MAY BE BROUGHT BY YOU MORE THAN TWELVE (12) MONTHS AFTER YOU BECOME AWARE OF, OR SHOULD REASONABLY HAVE BECOME AWARE OF, THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED. WITHOUT LIMITING THE FOREGOING, NEITHER PINGCAP NOR ANY OF ITS AFFILIATES OR LICENSORS SHALL BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, OR FOR DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE MASTER AGREEMENT, EVEN IF PINGCAP HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES.
10.2. THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THE MASTER AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH PINGCAP WOULD NOT HAVE ENTERED INTO THE MASTER AGREEMENT.
10.3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
11. Export; Commercial Computer Software
11.1. Our Products utilize software and technology or provide access to software, technology, or technical information that may be subject to export control laws, conventions, and regulations, including the United States Export Administration Regulations and other rules and regulations of the Bureau of Industry and Security of the United States Department of Commerce and the rules and regulations of the Office of Foreign Assets Control of the United States Department of the Treasury US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release our Products or the software, technical information, or technology included therein to, or make our Products or the software, technical information, or technology included therein accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by Law. You shall comply with all Laws prohibiting transfers, exports and re-exports to certain end-users and destinations or for certain end-uses (including nuclear, chemical, or biological weapons proliferation, or development of missile technology), unless written authorization is obtained from the appropriate government. PingCAP may suspend performance of our Products in its sole discretion if PingCAP believes that you are in violation or threatened violation of applicable Laws.
11.2. PingCAP provides our Products, including all related software and technology, for ultimate federal U.S. government end use solely in accordance with the following: Government technical data and software rights related to our Products include only those rights customarily provided to the public as defined in THE MASTER AGREEMENT. This customary commercial license is provided in accordance with DFARS 227.7201 through 227.7202-4, DFARS 252.227-7015, FAR, 12.211, FAR 12.212, FAR 27.405-3, FAR 52.227-19, or FAR 52.227-14 (ALT III), or successor provisions, as applicable. If a U.S. federal government agency has a need for rights not granted under the Master Agreement, it must negotiate with PingCAP to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
12. Force Majeure
Neither Party shall be responsible for failure or delay of performance if caused by any cause beyond such Party’s reasonable control, including war, hostility, or sabotage, catastrophe, acts of terrorism (including cyberterrorism), acts of God, pandemic, epidemic, electrical or telecommunication (including Internet) outage, fire, explosion, earthquake, flood, severe storm, strike, embargo, labor dispute, quarantine, acts of civil or military authority, acts or omissions of Internet traffic carriers, acts or omissions of regulatory or governmental bodies (including the passage of Laws, the denial or cancellation of any export, import or other license, or other acts of government that impact the delivery of any services). Both Parties will use reasonable efforts to mitigate the effect of any such force majeure event. If such an event continues for more than thirty (30) days, either Party may cancel unperformed services and affected orders upon written notice. This Section 12 does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for products and services ordered or delivered hereunder.
13. Entire Agreement
13.1. You agree that the Master Agreement and the information which is incorporated into the Master Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable Order Form(s), are the complete agreement for our Products and/or Services ordered by you and supersede all prior or contemporaneous agreements or representations, written or oral, regarding the Products and/or Services.
13.2. In the event of inconsistencies between the terms of any Schedule and these General Terms, the Schedule shall take precedence. In the event of any inconsistencies between the terms of an Order Form and the Master Agreement, the Order Form shall take precedence. The Master Agreement and Order Form(s) may not be modified, and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of you and PingCAP. Any notice required under the Master Agreement shall be provided to the other Party in writing.
14. Governing Law and Claims
The Master Agreement, the corresponding Order Form(s) and any claim, controversy or dispute related to the Master Agreement or the corresponding Order Form(s), are governed by and construed in accordance with the Governing Law listed below, without regard to any choice or conflicts of law provisions that would mandate the application of the Laws of any other jurisdiction. Any dispute, claim, suit, action or proceeding arising out of or relating to the Master Agreement and/or the corresponding Order Form(s) or its subject matter, including breach thereof, will be finally settled exclusively as set forth below. The United Nations Convention for the International Sale of Goods does not apply to the Master Agreement or the corresponding Order Form(s).
| PingCAP Contracting Entity | Governing Law | Dispute Resolution Forum |
| PingCAP (US), Inc. | California, U.S.A. | 1. If you are located in USA, you irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts in San Mateo, California, USA for the purpose of any dispute, controversy or claim arising out of or in connection with the Master Agreement and/or the corresponding Order Form(s);
2. If you are not located in USA, any dispute arising out of or in connection with the Master Agreement and/or the corresponding Order Form(s), including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its International Arbitration Rules, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be San Mateo, California, USA. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding upon the parties thereto. Judgment upon any award may be entered in any court having jurisdiction over any party or any of its assets. |
| PingCAP Kabushiki-Kaisha | Japan | The Tokyo District Court shall have the exclusive jurisdiction of the first instance. |
| PingCAP Pte. Ltd. | Singapore | 1. If you are located in Singapore, a competent court in Singapore shall have the exclusive jurisdiction; and
2. If you are not located in Singapore, any dispute arising out of or in connection with the Master Agreement and/or the corresponding Order Form(s), including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. |
15. Miscellaneous
15.1. Independent Contractors. PingCAP and you are independent contractors, and each Party agrees that no employment, partnership, joint venture, Affiliate or agency relationship exists between the Parties. Neither Party may bind the other Party or incur obligations on the other Party’s behalf, and neither Party’s personnel are eligible for any form or type of benefits offered by the other Party to its personnel.
15.2. Assignment; Third-Party Beneficiaries. You will not assign or otherwise transfer (including by operation of law) the Master Agreement and the Order Form(s), if any, or any of your rights and obligations thereof without our prior written consent. Any attempt to do so shall be null and void. PingCAP may assign or otherwise transfer (including by operation of law) the Master Agreement and the Order Form(s), if any, or any of our rights or obligations thereof to our Affiliates or in connection with a merger, change of control or sale of all or a substantial portion of our assets without your prior consent. The Master Agreement and the Order Form(s), if any, are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason hereof.
15.3. Notices. PingCAP may provide any notice to you under the Master Agreement by (a) posting a notice on our website; or (b) sending a message to the email address designated by you. Notices provided by posting on our website will be effective upon posting and notices provided by email will be effective when PingCAP sends out the email. It is your responsibility to keep your email address current. If you have a legal dispute with us or if you wish to provide a notice under the Master Agreement, or if you become subject to insolvency or other similar legal proceedings, you shall promptly send written notice in English to Deal Management Team with the address below, and have a copy delivered via email to deal-management@pingcap.com.
| PingCAP Contracting Entity | Address of Deal Management Team |
| PingCAP (US), Inc. | 1250 Borregas Ave, Office 123, Sunnyvale, CA 94089 |
| PingCAP Kabushiki-Kaisha | Tokiwabashi Tower 9F, 2-6-4 Otemachi, Chiyoda-ku, Tokyo 100-0004 |
| PingCAP Pte. Ltd. | 230, Victoria Street, Bugis Junction Towers, #07-10, Singapore 188024 |
15.4. Language. All communications and notices made or given pursuant to the Master Agreement must be in the English language. If any translation of the English language version of the Master Agreement and/or the Order Form(s) is provided, the English language version will control in the event of any conflict.
15.5. Interpretation. For the purposes of the Master Agreement: (i) any reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time; (ii) the term “including” means “including without limitation” and is intended by way of example and not limitation; (iii) all headings are intended solely for the convenience of the Parties, and none will be deemed to affect the meaning or construction of any provision hereof; (iv) the word “or” is not exclusive; and (v) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to the Master Agreement as a whole.
15.6. No Waivers. The failure by PingCAP to enforce any right or provision of the Master Agreement will not constitute a present or future waiver of such provision or right, nor will it limit our right to enforce such terms at a later time. No waiver by PingCAP of any provision or right hereunder will be deemed a further or continuing waiver of such provision or right or a waiver of any other provision or right. Any waiver by PingCAP hereunder must be in writing and signed by an authorized representative to be effective.
15.7. Severability. If any provision of the Master Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Master Agreement will continue in full force and effect.