Last modified: 6 May 2015
Welcome to the WeChat Developers Platform (the "Platform")!
Tencent International Service Pte. Ltd. ("we", "our" or "us") provides you with the Platform in order to facilitate and enable your provision of certain (commercial and/or non-commercial) services or information via your Platform Account (such provision of services or information being "Your Services").
Please carefully review this Agreement – your use of the Platform and your Platform Account is always subject to this Agreement.
1. This Agreement
1.1 Your use of the Platform is subject to the terms of this Agreement, as well as any other terms of service and policies applicable to your use of the Platform (as notified to you from time to time), including the following:
(b) WeChat Platform Developers Technical Documentation (the "Technical Documentation") – which sets out technical requirements applicable to your use of the Platform.
All such other terms and policies are incorporated into this Agreement. Where there are any conflicts between such other terms and policies and this Agreement, this Agreement will apply to the extent of any such conflict.
1.2 If you are using our services on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to this Agreement. In such circumstances “you” will include your Organisation.
1.3 If any of our subsidiaries or affiliated legal entities provides the Platform (or any features within the Platform) to you, you agree that this Agreement will also govern your relationship with such companies.
1.4 We may make changes to this Agreement over time, so please come back and review them. In addition, as our services and user experience are constantly evolving, we may from time to time (and to the extent permitted by applicable law) add, change or remove features from the Platform (including in relation to whether use of the Platform is free of charge or not), or suspend or terminate the Platform altogether.
Where we consider that any such changes are reasonably material, we will notify you (via our website, direct communication to you, or other means), prior to the change becoming effective. By continuing to use the Platform after we make any changes to this Agreement or to the Platform, with or without notice from us, you are agreeing to be bound by this Agreement as revised.
1.5 If you are under the age of 13, you must not use the Platform. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to this Agreement (both for themselves and on your behalf) before you can use the Platform.
2. Your Platform Account
2.1 You are required register an account with us (a "Platform Account") to use the Platform. You agree to comply with this Agreement and any further requirements as notified by us in relation to your registration of and ongoing use of your Platform Account (e.g. the provision of certain information to us). Such requirements, and the Platform features and other services that we provide to you, may differ depending on the type of Platform Account that you choose to register.
2.2 You represent, warrant and undertake throughout the Term that:
(a) you will provide us with true, accurate and complete information in relation to your Platform Account, including in relation to your (and your Organisation's) identity, and you will promptly update us if any such information is changed in the future;
(b) if you are an Organisation, you are validly incorporated and have the power to conduct your business;
(c) this Agreement constitutes valid and binding obligations on you;
(d) you will comply with all applicable laws in your use of the Platform;
(e) your entering into and performing this Agreement do not breach or conflict with the terms of any other agreement, undertaking, judgment or court order that binds you;
(f) you have all rights necessary to grant us the rights that you purport to grant under this Agreement; and
(g) you will not breach or infringe upon the rights (including intellectual property rights) of any person via your use of the Platform or the Platform Account.
2.3 You may allow your employees and sub-contractors to access your Platform account for the purpose of maintaining and developing your Platform Account, subject to you always remaining responsible for:
(a) all contents posted and activities performed under or in relation to your Platform Account, whether by you or by any permitted or non-permitted third parties;
(b) safeguarding any passwords used to access your Platform Account; and
(c) promptly notifying us at email@example.com if you know or suspect that your Platform Account has been compromised.
2.4 You are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your Platform Account, except in accordance with Section 2.3 above. Your Platform Account remains our property and we can disable, reclaim and reuse these once your Platform Account is terminated or deactivated for whatever reason by either you or us.
3. Platform's technical requirements
3.1 We may from time to time provide certain technical support or customer service support resources in relation to the Platform. In addition, we may from time to time provide certain technical support or customer service support services to you, at our sole discretion. If we provide such resources or services, we do not guarantee or warrant the accuracy, reliability or performance of any such resources or services in any way, and the disclaimers of liabilities and representations set out in this Agreement (including under Sections 10 and 11) apply to such resources and services.
3.2 We will set out certain requirements applicable to your use of the Platform from time to time, including in the Technical Documentation. You agree that you:
(a) will comply with, and will not attempt to circumvent or breach, any such requirements; and
(b) are responsible for all development, editing, alteration, testing, operation and maintenance works, and all costs, relating to your use of the Platform.
4. Third party Relationships
4.1 The "Third Party Content and Services" section of the WeChat TOS also applies to any third party content and services you access via the Platform.
4.2 In addition, you acknowledge and agree that you will ensure that appropriate terms are entered into between you and the End Users in relation to such relationship, and that such terms at the minimum comply with the requirements set out in this Agreement. We are not liable in any way for any risks or liabilities arising from any such relationships.
5.1 While the Platform is currently provided to you free of charge for non-commercial purposes, we do incur real costs as a result of such provision. We reserve the right to, at our discretion, charge fees in the future for use of or access to the Platform, particularly in relation to certain types of commercial usage.
6. End Users and User Content
6.1 You will require End Users to comply with, and you will not knowingly enable End Users to breach, this Agreement and any applicable laws.
6.2 In relation to any users that you interact with (including providing services to) through your Platform Account ("End Users") and any personal information that you collect from them ("Personal Information"), you will:
(a) comply with all applicable privacy laws and regulations, including those applying to Personal Information;
(c) use commercially reasonable efforts to protect such Personal Information from unauthorised access or use; and
(d) promptly report to End Users any unauthorised access or use of such Personal Information.
6.3 If any End User submits any content or materials to you ("User Content"), you must comply with any requirements or restrictions imposed on usage of such User Content by the relevant End User – for example, any "all rights reserved" or "private and confidential" notices attached to any User Content, Creative Commons licences or other terms and conditions that may be agreed upon between you and the relevant End User. You must also delete any User Content, Personal Information or other information that an End User has asked you to remove, within 48 hours of such request, or any shorter period in accordance with applicable laws or regulations.
6.4 You are always solely responsible for accessing and using User Content in compliance with any relevant End User and other requirements and restrictions (including applicable laws).
7. Intellectual Property Rights
7.1 Except as expressly stated otherwise, this Agreement does not in any way grant, assign, transfer or license any of either party's intellectual property rights to the other party.
7.2 The "Our Intellectual Property Rights", "Third Party Software" and "Open Source Software" sections of the WeChat TOS also applies to this Agreement. However, if the terms of this Agreement and such sections conflict, this Agreement applies to the extent of such conflict.
7.3 We grant you a limited, non-transferable, non-exclusive and revocable licence to use certain WeChat-related trademarks, logos and other distinctive brand features (such items being the "Brand Items") during the Term, as notified by us to you from time to time, for the purposes of promoting or advertising that you are using the Platform and WeChat. Your use of any WeChat Brand Items is subject to compliance with our Tencent Brand Guidelines.
7.4 You will not make any statement regarding your use of the Platform which suggests partnership with, sponsorship by or endorsement by us without our prior written approval.
7.5 We may, for our promotional, marketing and other operational purposes:
(a) produce and distribute non-significant depictions, including screenshots, video, or other content from your Platform Account; and
(b) use your company or product name, or any other of your Brand Items,
and you grant us all necessary intellectual property and other rights for such purposes.
7.6 Any of Your Content that you submit or process via the Platform will be collected and used by us in accordance with the "Your Content" section of the WeChat TOS. "Your Content" has the meaning as defined under the WeChat TOS; in addition, for the purposes of this Agreement, it includes any User Content.
8.1 The "Advertising Content on Our Services" and "Direct Marketing" sections of the WeChat TOS also apply to this Agreement.
8.2 In addition, we may provide certain content to you via the Platform. Such content may include advertisements or other messages (e.g. intellectual property attributions). You may not modify such advertisements or other messages.
9. Acceptable Use Guidelines
9.1 You agree that the WeChat Acceptable Use Policy will also apply to your use of the Platform, and you will ensure that the End Users also comply with such guidelines in their use of Your Services.
9.2 In addition, you agree to not use the Platform or WeChat for any of the following purposes:
(a) to replicate or replace any features or experiences accessible on the Platform or WeChat;
(b) concealing or hiding your true identity;
(c) use an unreasonable amount of bandwidth;
(d) cache or store any User Content other than for reasonable periods in order to provide the Your Services;
(e) use the Platform for any purpose or application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code;
(f) use the Platform in any manner or for any purpose that breaches any law or regulation, or any rights (including intellectual property and privacy rights) of any third party;
(g) use the Platform in a manner that adversely impacts the stability of WeChat or the Platform, including in relation to breaches of any access rate limits;
(h) sell, lease, or sublicense the Platform or your Platform Account for any reason, except as expressly permitted under this Agreement; or
(i) otherwise using the Platform in a manner that is contrary to our reasonable business or operational interests.
10. WARRANTY AND DISCLAIMER
WE WARRANT TO YOU THAT WE WILL PROVIDE THE PLATFORM USING REASONABLE CARE AND SKILL. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM (OR CERTAIN FEATURES OF THE PLATFORM) MAY BE EXPERIMENTAL AND NOT TESTED PREVIOUSLY IN ANY MANNER.
10.1 APART FROM THE WARRANTY IN SECTION 10.1, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM (INCLUDING YOUR PLATFORM ACCOUNT) AND OUR OTHER SERVICES (INCLUDING WECHAT) (COLLECTIVELY FOR THE PURPOSES OF SECTIONS 10 TO 12, "OUR SERVICES") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO OUR SERVICES OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY THE PLATFORM, INCLUDING:
(A) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES;
(B) THAT OUR SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES OR ANY END USER'S DEVICES; OR
(C) THAT OUR SERVICES WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
10.2 TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.
LIABILITY FOR THE PLATFORM
11.1 TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS:
(A) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF OUR SERVICES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND
11.2 IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES FOR ANY DAMAGES CAUSED BY:
(A) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS;
(B) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS;
(C) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS;
(D) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY;"
(E) IMPROPER OR UNAUTHORISED USE OF OUR SERVICES OR SOFTWARE;"
(F) YOUR USE OF OUR SERVICES IN BREACH OF THIS AGREEMENT; OR"
(G) ANY REASONS BEYOND OUR REASONABLE CONTROL, FORESEEEABILITY OR PREDICTABILITY."
11.3 WE AND OUR AFFILIATE COMPNAIES WILL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
11.4 Nothing in this Agreement limits or excludes any of the following, but only to the extent that such may not be waived, limited or excluded under applicable laws:
(a) any liability for death or personal injury;
(b) any liability for gross negligence or wilful misconduct;
(c) any other liability to the extent that such liability cannot be waived, limited or excluded under applicable laws; and
(d) any of your statutory rights in your jurisdiction (including any rights under applicable consumer protection laws).
12.1 YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING OUR SERVICES OR SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US, OUR PARTNERS AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS&RSQUO; FEES) AND LIABILITY ARISING FROM:
(A) YOUR USE OF OUR SERVICES; OR
(B) YOUR BREACH OF THIS AGREEMENT.
13. Term and termination
13.1 This Agreement is effective between you and us until your use of the Platform is terminated by either party (such effective period being the "Term").
13.2 We may suspend or terminate your use of the Platform at any time for any reason, without any liability to you, including:
(a) for our technical or business purposes, including maintenance works;
(b) if we reasonably believe that you have breached this Agreement;
(c) if your use of the Platform creates risk for us or for other users of our services, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; or
(d) for any other reason or for no reason.
Where reasonably practicable, we will give you notice of any such suspension or termination.
14.1 This Agreement is the entire agreement between you and us in relation to its subject matter. You agree that you will have no claim against us for any statement which is not explicitly set out in this Agreement. The invalidity of any provision of this Agreement (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision). If a court holds that we cannot enforce any part of this Agreement as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws, without changing the remaining terms of this Agreement. No delay in enforcing any provision of this Agreement will be construed to be a waiver of any rights under that provision. Any rights and obligations under this Agreement which by their nature should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of this Agreement.
14.2 No person other than you and us will (subject to any applicable laws) have any right to enforce this Agreement against any person, and you may not delegate, assign or transfer this Agreement or any rights or obligations under this Agreement, without our prior consent. We may freely assign, transfer or sub-contract this Agreement or our rights and obligations under this Agreement, in whole or in part, without your prior consent or notice. You acknowledge and agree that in no event will our partners or affiliate companies have any liability under this Agreement.
14.3 Except to the extent that the applicable laws of your jurisdiction mandate otherwise, this Agreement and any dispute or claim arising out of or in connection with this Agreement will be governed by the law of the Hong Kong Special Administrative Region.
14.4 Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with this Agreement, including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the relevant notice of arbitration is submitted. The seat of the arbitration will be Hong Kong. There will be one arbitrator only. The arbitration proceedings will be conducted in English.
Last modified: 6 May 2015
Welcome to Tencent!
If you have any questions in relation to these Guidelines, please contact us at TrademarkQuestions@tencent.com.
1.1 Our Trademarks
Tencent and its associated and affiliated companies (collectively, "Tencent", "we", "our" and "us") will, from time to time, own or control various trademarks and service marks around the world, including our trade and business names, brands, styles, logos, slogans, words and other proprietary marks (in all cases, whether registered or unregistered and in various languages), as well as rights of a nature similar to any of the above (collectively, the "Trademarks").
We may make certain of our Trademarks available for your use – for a complete list of such Trademarks made available to you, please refer to Appendix I to these Guidelines.
Our Trademarks are among our most valuable assets, and we dedicate substantial resources to the development and protection of our intellectual property. Proper use of our Trademarks protects the value of our Trademarks and brand, and also makes it easier for the public to instantly recognise references to us and prevents consumer confusion.
These Tencent Brand Guidelines (these "Guidelines") sets out our requirements for the proper use of our Trademarks by our business alliances, partners, resellers, developers, customers, advertising agencies, consultants, professional writers and editors, licensees and any other third parties ("you" or "your"). Your use of our Trademarks will always be subject to these Guidelines; any use of our Trademarks that is in breach of or otherwise inconsistent with these Guidelines, or other unauthorised use of or reference to our Trademarks or other marks that are confusingly similar to our Trademarks, is prohibited and may breach our rights.
1.2 Your agreement with these Guidelines
Please review these Guidelines carefully. By using any of our Trademarks, you agree to comply with these Guidelines and our Terms of Service.
We reserve all the rights to object to and/or terminate your use of any of our Trademarks at any time, irrespective of whether or not such use is permitted or prohibited under these Guidelines. You must discontinue your use of any of our Trademarks upon our notice to you.
You have no right to use any of our Trademarks or any of our other intellectual property rights, except as expressly specified in these Guidelines.
1.3 Relationship of these Guidelines with our Terms of Service
These Guidelines are incorporated by reference into our Terms of Service. Your use of our Trademarks and our services will also be subject to our Terms of Service. Any defined terms under these Guidelines will have the meaning as given under these Guidelines or our Terms of Service.
We may make changes to these Guidelines over time, so please come back and review them. By continuing to use our Trademarks after we make any changes to these Guidelines, with or without notice from us, you are agreeing to be bound by these revised Guidelines.
2. General guidelines for use of our Trademarks
2.1 When using our Trademarks, you will:
(a) comply with these Guidelines in your use;
(b) distinguish our Trademarks from the surrounding content in some way;
(c) keep enough space around our Trademarks so they appear clean and uncluttered; and
(d) acknowledge (in a manner that is clearly visible to any third party) that Tencent is the owner of our Trademarks. We recommend that the following wording be adopted:
“[Insert relevant Trademarks] are registered trademarks or trademarks of Tencent.”
2.2 You will not at any time:
(a) copy the look and feel of any of our Trademarks or services;
(b) register or use our Trademarks, or marks that are confusingly similar to our Trademarks, as your domain names or as parts of your domain names;
(c) use trademarks, names, domain names, usernames, logos or other content that imitate or could be confused with our Trademarks.
(d) use our Trademarks in a way that implies any partnership, sponsorship or endorsement between or from us, or otherwise represent (whether expressly or impliedly) that we produce, endorse, or support your company, products, or services;
(e) assert any rights over our Trademarks, whether by trademark registration, domain name registration, username or anything else;
(f) use our Trademarks as meta tags for your web pages;
(g) present our Trademarks in any manner that would disparage us, our subsidiaries or affiliates, our products, or services (e.g., untruthful advertising or false/misleading promotional materials);
(h) present our Trademarks in a way that makes it the most distinctive or prominent feature of your company, product or service name;
(i) vary, change or modify our Trademarks in any way, such as changing their design or combining our Trademarks with other words or images, save and except that you may scale the size of our Trademarks to suit your needs, as long as they are not the most distinctive or prominent feature on your web page, printed material or other content;
(j) modify the colours within our Trademarks to any extent;
(k) use our Trademarks on any merchandise;
(l) use our Trademarks in any way that breaches any parts of our Terms of Service; and
(m) use any icons, images or trademarks to represent us other than our Trademarks.
2.3 You will not, unless you have express written permission to do so, use any of our Trademarks that are logos.
3. Limited use of our word marks
3.1 You may make limited use of our Trademarks that are word marks to make true and correct factual statements about our services bearing such word marks, or to truthfully communicate that your product is compatible with, was designed for use with, or was designed using, our services. However, any such statements must be completely accurate and not misleading in any way.
3.2 You will not, unless you have express written permission from us to do so, use the logos or stylisations of our word marks.
3.3 Permissible use of our word marks include accurate statements such as:
(a) The TENCENT QQ® instant messaging platform is used by leading industry developers.
(b) [Your product name] is compatible with the TENCENT QQ® messaging platform.
4. General proper / prohibited use of our Trademarks
4.1 Never combine our Trademarks with your product name.
You will not incorporate any of our Trademarks into your own logos or designs. Permissible and prohibited uses of our Trademarks are represented by the below:
Permitted: [your product name] for TENCENT QQ® instant messaging software
Prohibited: [your product name] QQ®
Permitted: [your service name] for use with the TENCENT QQ® messaging platform
Prohibited: [your service name] TENCENT QQ®
4.2 Make prominent use of our Trademarks as a non-generic adjective followed by the generic name/noun.
You will not use our Trademarks as a noun. This rule generally applies when our Trademarks appears at the beginning of the text / a sentence.
Permitted: The TENCENT QQ® messaging service helps…
Prohibited: TENCENT QQ® helps…
Send messages to your friends…
4.3 Do not use our Trademarks in the plural or possessive form.
Permitted: Unique capability of the TENCENT QQ® messaging tools…
Prohibited: TENCENT QQ®’s unique properties…
Use TENCENT QQs® for…
Send TENCENT QQs® to your friends.
An exception to this rule is when “TENCENT” is used to refer to the company name.
Examples: Tencent’s website for its QQ® messaging platform is located at…
Tencent’s new QQ POOL® game is…
4.4 Do not use our Trademarks as a verb
Trademarks are adjectives, and should never be used as verbs.
Permitted: Use TENCENT QQ® messaging tools to . . .
Prohibited: You can QQ your messages to clients for . . .
4.5 Do not use any trademarks that do not appear on the authorised list of our Trademarks
Even a seemingly innocuous deviation may create a new and different trademark. Do not shorten, abbreviate or create acronyms out of our Trademarks; use only the acronyms that are included in the list of our Trademarks in Appendix I. A trademark that is depicted as two or more words should never be compressed into one word or vice versa. Check the list of our Trademarks in Appendix I to verify exactly how the marks should appear.
Permitted: The TENCENT QQ® software tool is…
Prohibited: The QQ®TENCENT™ software tool is…
4.6 Use proper notice of our Trademarks
Identify our Trademarks appropriately as registered (using the circled-R symbol – ®), or as an unregistered trademark (using the “TM” symbol) or an unregistered service mark (using the “SM” symbol).
5. Ownership of Intellectual Property
5.1 By using any of our Trademarks, you acknowledge and agree that:
(a) we own all rights and interests in our Trademarks;
(b) nothing in the Guidelines grants you or your affiliates any right, title, interest or ownership in any of our Trademarks;
(c) you will not use our Trademarks in a manner which may be detrimental or prejudicial to any Trademarks or to us; and
(d) you will not do anything, or fail to do anything, which act or omission may damage the goodwill of any Trademarks.
6.1 You agree to indemnify us from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability arising from:
(a) your use of our Trademarks or other intellectual property rights; or
(b) your breach of these Guidelines.
Appendix I – List of our Trademarks