This Developer Agreement (this “Agreement”) governs your (“Developer”) access to and use of the websites, products, services, applications and open-access data sets (collectively, the “Service”) of Baidu and its affiliates (“we,” “us” or “ours”). Please read this Agreement carefully before Developer uses the Services, and contact us if the Developer has any questions regarding this Agreement. Any access to or use of the Services indicates that the Developer agrees to be bound by this Agreement. If the Developer does not want to agree to this Agreement, Developer must not access or use the Services.

 

1 General Obligations of the Developer

 

1.1 If the Developer enters into this Agreement on behalf of an entity, such as his/her employer, then the Developer represents and warrants that he/she (i) has the legal authority to cause this Agreement to bind such entity, and (ii) he/she will be deemed to have entered into this Agreement on behalf of such company or organization.

 

1.2 The Developer may authorize its personnel to access and use the Service, but shall ensure that the aforementioned persons have carefully read and agree to be bound by this Agreement. Developer will be fully responsible for the acts and omissions of all personnel under this Agreement.

 

1.3 If we notify the Developer of additional requirements regarding certain parts of the Service (or any other digital platform services which are involved during use of the Service), including through modifications to this Agreement, the Developer agrees to comply with all such additional requirements.

 

1.4 Upon our request from time to time, the Developer shall provide us with his/her identity information, documents, materials, information (“Developer Information”). The Developer represents and warrants that (i) the Developer Information is true, current, and accurate, (ii) the Developer Information is lawful and does not violate, infringe, or misappropriate any copyright, trademark, trade secret, patent and other intellectual property rights (the “Intellectual Property Rights”), privacy rights, or other rights of any third parties; and (iii) the Developer owns lawful, valid and complete Intellectual Property Rights in and title to the Developer Information. We reserve the right to appoint a third-party agent to investigate the Developer Information. If the Developer Information is found to be untrue or illegal, we are entitled to terminate this Agreement and prohibit or suspend the Developer from accessing or using the Service. [Developer agrees that all information it provides to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services and the Developer Information, is governed by our Privacy Policy, and Developer consents to all actions we take with respect to Developer Information consistent with our Privacy Policy as further described below.]

 

1.5 During the terms of this Agreement, Developer shall adhere to all restrictions, guidelines and other requirements set forth in the Services or otherwise provided by us. When accessing or using the Service, the Developer shall not, and shall not cause or permit any person or entity to, in any manner:

 

1.5.1 Infringe, misappropriate, or violate the Intellectual Property Rights, proprietary, or privacy rights or any other rights of any parties (including ours);

 

1.5.2 Engage in any activities which are harmful, fraudulent, deceptive, threatening, harassing, defamatory or obscene;

 

1.5.3 “Crawl”, “scrape” or “spider” any page, data, or information of or relating to the Service (through use of manual or automated means), without our written consent;

 

1.5.4 Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Service;or

 

1.5.5 Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;

 

1.5.6 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services;

 

1.5.7 Use any device, software, or routine that interferes with the proper working of the Services;

 

1.5.8 Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;

 

1.5.9 Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party\'s use of the Services, including their ability to engage in real time activities through the Services;

 

1.5.10 Assign, sublicense, transfer, distribute, allow access to, or time share the Services;

 

1.5.11 Modify or obscure any copyright or other proprietary notices within the Services;

 

1.5.12 use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Services or collect information about other developers; or

 

1.5.13 Engage in any other activities which violate any applicable laws, rules or regulations.

 

2 Dataset Downloads

 

2.1 To the extent that we authorize the Developer to use and download certain data sets (“Datasets”) at our sole discretion and subject to the terms and conditions of this Agreement, Developer is hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Datasets for Developer’s personal use only and as permitted by the features of the Service and this Agreement. We or our licensors own and reserve all rights not expressly granted herein in the Datasets. We may suspend or terminate this license at any time for any reason or no reason. For the avoidance of doubt and not the limitation of the prior sentence, Developer will not, unless otherwise expressly permitted under this Agreement:

 

2.1.1 Process any Datasets for analytics, modeling, or generation of revenue for Developer (e.g., by reselling such data or using such data for services or product offerings containing aggregated information that are separately priced or sold);

 

2.1.2 Process any Datasets to engage in or facilitate targeting (for marketing, advertising, or otherwise) of any individual;

 

2.1.3 Except as expressly permitted in this Agreement, combine any Datasets with any other data, including Personal Data;

 

2.1.4 Process any Datasets in connection with training of Developer’s artificial intelligence or machine learning capabilities;

 

2.1.5 Attempt to re-identify or otherwise ascertain the identity of any individual;

 

2.1.6 Assign, sell, transfer or otherwise dispose of any Datasets to any other persons or entities or permit the use of or access to any Datasets for the benefit of any other persons or entities;

 

2.1.7 Attempt to or assist others in an attempt to copy, duplicate, otherwise reproduce, modify, distribute, display or create derivative works based on any Datasets;

 

2.1.8 Without express agreement from us, enable any functionality that can be used to display or store any Datasets; or

 

2.1.9 Use or otherwise process any Datasets for the purpose of serving as a factor in establishing any consumer’s eligibility for any of the purposes stated in Section 603(d)(1)(A)-(B) or Section 604 of the Federal Fair Credit Reporting Act, as may be amended or superseded.

 

2.2 To the extent that we authorize the Developer to use Datasets and subject to the terms of this Agreement, the Developer is entitled to use the Datasets only (i) for Developer’s internal purposes of non-commercial research or teaching and (ii) in accordance with the terms of this Agreement.

 

2.3 We shall be entitled to suspend or terminate the authorization granted to the Developer for use of the Datasets at any time and the Developer must delete the Datasets upon our request.

 

3 访问网站；账户安全；以及关闭账户

3 Accessing the Website; Account Security; and Closing Account

 

We may, at any time, in our sole discretion, refuse any account registration or restrict or limit access to one or more portions or features of the Services so that they are accessible only to certain end users. Developer may close its account by following the instructions provided via the Services. Once the Account is closed, Developer will not have any access to the Services or any information or materials of Developer stored in the Services. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

 

Developer is responsible for:

 

• Making all arrangements necessary for Developer to have access to the Services.

 

• Ensuring that all persons who access the Services through Developer’s internet connection are aware of this Agreement and comply with them.

 

If Developer chooses, or is provided with, a user name, password, or any other piece of information as part of our security procedures, Developer must treat such information as confidential, and Developer must not disclose it to any other person or entity. Developer also acknowledges that Developer’s account is personal to Developer and agrees not to provide any other person with access to the Services or portions of it using Developer’s user name, password, or other security information. Developer agrees to notify us immediately of any unauthorized access to or use of Developer’s user name or password or any other breach of security. Developer also agrees to ensure that Developer will exit from Developer’s account at the end of each session. Developer should use particular caution when accessing Developer’s account from a public or shared computer so that others are not able to view or record Developer’s password or other personal information.

 

We have the right to disable any user name, password, or other identifier, whether chosen by Developer or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, Developer has violated any provision of this Agreement.

 

Notwithstanding anything else herein, we may terminate or suspend Developer’s access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.

 

4 隐私政策

4 Privacy Policy

 

4.1 The Developer agrees and permits us to investigate, acquire and collect the Developer’s personal data for purposes of the Service, by any online or offline means. “Personal Data” shall mean any information that (a) identifies an individual or that may be used to track, locate or identify an individual or device; or (b) is related to an identified or identifiable individual. Personal Data shall include, without limitation, the following: first and last name, address, telephone number, email address, Social Security number, government identification number (including, Passport number, driver’s license number or state identification number), financial or credit/debit card information, username and password, and geolocation information. The Developer’s Personal Data shall include:

 

4.1.1 Personal Data that the Developer provides to us when accessing or using the Service, including but not limited to his/her name, telephone number, e-mail address, social media account,, etc.;

 

4.1.2 The technological information automatically collected by the system via cookies, web beacons, or other means when the Developer accesses or uses the Service.

 

4.2 The Developer further agrees that we are entitled to use the Developer’s Personal Data outside of EU , permanently and free of royalties for the following purposes:

 

4.2.1 Sending the Developer product and service information in which the Developer may be interested; inviting the Developer to participate in our activities or market surveys; or send the Developer marketing information. If the Developer does not wish to receive such information, the Developer may unsubscribe by sending us written notice; and

 

4.2.2 Conducting internal audits, data analyses and research in order to improve our services and communications with the Developer.

 

4.3 Except under the following circumstances, we will not publish the Developer’s Personal Data or disclose it to any third parties:

 

4.3.1 At the direction of the Developer or with the Developer’s consent;

 

4.3.2 As required by law or subpoena or if we reasonably believe that such action is necessary to comply with the law and the reasonable requests of law enforcement.

 

5 Intellectual Property

 

5.1 Subject to the terms and conditions of this Agreement, Developer is hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for Developer’s personal use only and as permitted by the features of the Service and this Agreement. We reserve all rights not expressly granted herein in the Service and the Underlying Data (as defined below). We may suspend or terminate this license at any time for any reason or no reason. Unless otherwise provided in this Agreement, we own or license all legal rights to the information (including but not limited to pictures, videos, data and codes) provided by us in connection with the Service and the Datasets and the Developer shall not have any rights to such information. Without our express written consent, the Developer shall not use, modify, copy, disseminate distribute such information or utilize it in any manner. The Services and Datasets are licensed, not sold, to the Developer by us and the Developer does not have under or in connection with this Agreement any ownership interest in the Services, or in any related Intellectual Property Rights.

 

5.2 Unless otherwise agreed by us and the Developer, the results (including but not limited to algorithms, source codes, data, design plans, and papers, collectively referred to as “Results”) independently generated by the Developer via the Service and the corresponding Intellectual Property Rights shall belong to the Developer. Nonetheless, no rights to the images, videos, or data provided by us and utilized by the Developer in generating the Results (“Underlying Data”) shall be transferred due to our provision of such Underlying Data. If the Developer uses any Underlying Data in which we own Intellectual Property Rights or other legal rights when using the Results, then the Developer shall pay us royalties. The amount and the payment method of the royalties shall be agreed between us and the Developer separately.

 

5.3 Except for the limited rights and licenses expressly granted in this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Developer or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Services.

 

6 Intellectual Property Dispute Reports

 

6.1 If the Developer or any owner of Intellectual Property Rights believes that material or content residing on or accessible through the Service infringes his/her Intellectual Property Rights (or the Intellectual Property Rights of any parties whom he/she are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to okai@baidu.com

 

6.1.1 Information regarding a person authorized to act on behalf of the owner of the Intellectual Property Rights being infringed, including name, address, telephone number and email address;

 

6.1.2 Information regarding works or materials being infringed or misappropriate upon;

 

6.1.3 Information regarding the works or materials that are claimed to be infringed upon, including information regarding the location of the infringing documents or materials that the intellectual property owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying their existence; and

 

6.1.4 A statement that the notifying party has a good faith belief that the material identified is not authorized by the Intellectual Property Rights owner, its agent, or the law.

 

6.2 Upon receipt of a proper notice of Intellectual Property Rights misappropriation or infringement, we reserve the right to:

 

6.2.1 remove or disable access to the infringing material;

 

6.2.2 notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and

 

6.2.3 terminate or suspend such content provider's access to or use of the Service if he or she is a repeat offender.

 

7 Reliance on Information Posted

 

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance the Developer places on such information is strictly at the Developer’s own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by the Developer or any other visitor to the Services, or by anyone who may be informed of any of its contents.

 

8 保密义务

8 Obligation of Confidentiality

 

8.1 The scope of the confidential information includes all non-public information provided or made available by or on behalf of us to the Developer, including all non-public information related to us acquired by the Developer through the Service, including but not limited to the following:

 

8.1.1 Our operating data, trade secrets, transaction data, technical information, financial information, operating channels as well as plans, software, programs and manuals, etc.;

 

8.1.2 Information obtained by us from any third parties which we are obligated to keep confidential; and

 

8.1.3 Any other information which is unknown to any parties other than us or which is not publicly available.

 

8.2 Confidential Information does not include information that the receiving party can demonstrate by written or other documentary records: (a) was rightfully known to the receiving party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving party in connection with this Agreement; (b) was or becomes generally known by the public other than by the receiving party's or any of its representatives' noncompliance with this Agreement; (c) was or is received by the receiving party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the receiving party can demonstrate by written or other documentary records was or is independently developed by the receiving party without reference to or use of any Confidential Information.

 

8.3 We and the Developer acknowledge that the information discussed in Section 8.1 is our confidential information (“Confidential Information”) and is of important functional and commercial value to us, the disclosure or improper use of which will have a serious impact and cause economic losses. The Developer agrees to keep the Confidential Information strictly confidential and safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care. If the Developer is not able to confirm whether certain information is Confidential Information, then the Developer shall treat and protect such information as Confidential Information.

 

8.4 Use and Disclosure of Confidential Information:

 

8.4.1 The Developer undertakes to use the Confidential Information in accordance with the requirements, specified area, platform and time limit designated by us. Without our prior written consent, the Developer shall not obtain or use the Confidential Information in any way contrary to our requirements. The Developer shall not imitate, reverse engineer, decompile or attempt to decode the source code or underlying information of the Confidential Information, or disclose, distribute, sell or transfer any Confidential Information to any third party or use any Confidential Information for any commercial purposes or to obtain any commercial interests.

 

8.4.2 The Developer is prohibited from using the Confidential Information for any purposes not permitted under this Agreement.

 

8.4.3 Developer shall not disclose or permit access to Confidential Information other than to its employees who: (i) need to know such Confidential Information for purposes of its exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 8; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8.

 

8.5 We are not responsible for the correctness, compatibility, completeness or reasonableness of the Confidential Information, and disclaim any express or implied representations or warranties in respect thereof. We are not legally responsible for use of the Confidential Information by the Developer.

 

8.6 Upon termination of this Agreement, or our earlier request, Developer shall promptly return (or at our direction, destroy) all of our Confidential Information in its possession.

 

9 Liability for Breach

 

9.1 If the Developer breaches any stipulations under this Agreement, we are entitled to suspend Developer’s use of the Service or immediately terminate this Agreement and prohibit Developer from using or accessing the Service.

 

9.2 Developers will take the reponsibility of the loss, damage or legal consequences caused by themselves. In the case of any incorrect or misdirected use of the Service by the Developer or his/her employees or agents that causes us a loss of reputation or economic losses, the Developer shall be liable for such legal consequences and compensation;

 

9.3 If the Developer breaches any obligations under or in connection with this Agreement and directly or indirectly causes us any losses, damages, costs, claims, orders, liabilities or expenses of any nature, then the Developer shall fully indemnify us. For avoidance of doubt, such compensation shall include but be not limited to any expenses or costs which we incur from the enforcing this provision or making claims under this Agreement.

 

10 DISCLAIMER OF WARRANTIES

 

Developer understands that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. Developer is responsible for implementing sufficient procedures and checkpoints to satisfy Developer’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT DEVELOPER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO DEVELOPER’S USE OF THE SERVICES, DATASETS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO DEVELOPER’S DOWNLOADING OF ANY DATASETS MATERIAL POSTED ON THE SERVICES, OR ON ANY SERVICES LINKED TO THE SERVICES.

 

DEVELOPER’S USE OF THE DATASETS, SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT DEVELOPER’S OWN RISK. THE DATASETS, SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH WE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET DEVELOPER’S NEEDS OR EXPECTATIONS.

 

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

11 LIMITATION ON LIABILITY

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE DEVELOPER’S USE, OR INABILITY TO USE, THE SERVICES, DATASETS, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

12 INDEMNIFICATION

 

The Developer agrees to defend, indemnify, and hold us and our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Developer’s violation of this Agreement or Developer’s use of the Services, including, but not limited to, Developer Information, any use of the Datasets, or the Service's content, services, or products other than as expressly authorized in this Agreement or Developer’s use of any information obtained from the Services.

 

13 VARIATION

 

We reserve the right to modify this Agreement at any time. Under such circumstances, we will bring it to Developer’s attention by placing a notice on the http://ai.baidu.com, by sending the Developer an email, and/or by other means. If the Developer does not agree with such changes, then the Developer is free to reject them, but Developer will no longer be able to use the Service. If the Developer uses the Service in any way after any changes to this Agreement are effective, then the Developer shall be deemed to have agreed to be bound by all such changes.

 

14 LANGUAGE GOVERNING LAW AND DISPUTE RESOLUTION

 

14.1 This agreement is made in both the Chinese and English languages. If there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

14.2 The validity and performance of this Agreement and all matters related to this Agreement and its amendments shall be governed by the laws of the People’s Republic of China and any disputes under or in connection with this Agreement shall all be governed solely by the laws of the People’s Republic of China.

 

14.3 We and the Developer shall attempt in the first instance to resolve disputes under or in connection with this Agreement through friendly consultation. If the parties fail to resolve such disputes through consultation, either party may bring an action at Haidian District Court, Beijing.

 

15 WAIVER AND SEVERABILITY

 

No waiver by us of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

 

If any provision of this 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 eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

 

16 ENTIRE AGREEMENT

 

The Agreement and [our Privacy Policy] constitute the sole and entire agreement between the Developer and us regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.