This DingTalk Enterprise Addendum to the Alibaba Cloud International Website Product Terms of Service (the “Addendum”) is an Additional Agreement as defined in the Alibaba Cloud International Website Product Terms of Service (the “Product Terms”) and is entered into by and between the applicable Alibaba Cloud contracting entity in accordance with the Product Terms (“Company”) and you ( “Customer”). This Addendum governs the download, installation, access to and/or use of DingTalk Enterprise（“Product”） by Customer. This document also incorporates the applicable Alibaba Cloud International Website DingTalk Enterprise Service Level Agreement, DingTalk Terms of Service, DingTalk Privacy Policy that apply to the Product that Customer has purchased.
The Customer agrees to be bound by this Addendum by downloading, installing, accessing, or using any function of DingTalk Enterprise, or by explicitly expressing agreement to it.
Company reserves the right to alter, modify, add to or otherwise vary this Addendum by notice in writing to Customer at any time. Customer shall be bound by this Addendum so amended, and such other terms as may be incorporated by reference. In any event, if Customer continues to download, install, access and/or use the Product after such notice, Customer shall be deemed to have accepted the amendment.
The rights and protections conferred on Company under this Addendum and the terms incorporated herein, shall be in addition to the rights and protections conferred on Company under any other contracts that Company has been conferred rights and protections as a third-party beneficiary.
1. Definitions
“Affiliate” means in relation to a party any person directly or indirectly Controlling, Controlled by, or under common Control with that party. For the purposes of this definition, "Control", "Controlling", and "Controlled" mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise.
“Customer Data” means any and all data entered or stored in, generated by or Processed by Customer in connection with Product, including all Derived Data, De-Identified Data, and Data relating to End Users, Affiliates.
“Data” means all data which is stored, Processed or created, by or on behalf of an entity in the course of the performance of obligations under this Addendum, or otherwise under or in connection with this Addendum.
“Documentation” means documentation provided to Customer, which describes the functions and use of Product.
"DingTalk" means the multi-terminal platform developed and operated by DingTalk (Singapore) Private Limited and its Affiliate to provide enterprises/organizations with mobile intelligent office, communication and collaboration services.
“DingTalk Organization” means the digital organizational structure established on the DingTalk by Customer or its Affiliate. It enables Customer or its Affiliate to set up and manage their own organizational structures within DingTalk, including employee information, departmental segmentation, hierarchical positions, among others. Through DingTalk Organizations, End Users can engage in efficient information communication and work collaboration, while organizational administrators can conveniently handle personnel management, permission settings, and automate workflow processes.
“DingTalk Enterprise” or “Product” means a set of value-added benefits and features based on DingTalk developed by DingTalk Service Provider. Under this Addendum, DingTalk Enterprise include several sub-products, and Customers can purchase one or more of these sub-products.
“DingTalk Service Provider” means DingTalk (Singapore) Private Limited and its Affiliates.
“End User” means an employee, member, contractor, consultant, supplier or other personnel, who is authorised by Customer to use Product for daily office needs.
“End User Terms” means DingTalk Terms of Service, DingTalk Privacy Policy and other terms and conditions which published on DingTalk.
“Loss” means all claims, judgments, awards, damages, losses, liabilities or costs of any kind and however arising, including legal costs (on a full indemnity basis), penalties, fines and interest.
“Personal Data” means: (a) information, whether true or not, about an individual who can be identified from that piece of data or from other data to which the data recipient has or is likely to have access; or; (b) considered to be personal data, personal information, personally identifiable information or equivalent under Relevant Privacy Laws.
“Process” (including its correlative meanings, “Processing” and “Processed”) means: (a) the receipt, access, acquisition, collection, compilation, use, modification, storage, processing, safeguarding, security, disposal, destruction, disclosure, or transfer of Data; or (b) such other activities that may be considered to be processing of Data under Relevant Laws.
“Relevant Data Consents” means consents or permissions given by End Users in relation to the Processing of their Personal Data.
“Relevant Laws” means any applicable law, statute, rule, regulation, directive, treaty, judgement, order, guidelines, decree, interpretation, permit, injunction of any Government Agency, whether or not of the Territory, and in each case, as amended from time to time.
“Relevant Privacy Laws” means Relevant Laws relating to privacy and data protection, including those relating to the Processing of Data and other information.
"Service Period" means the means the period commencing on delivery of Product to Customer and continuing until expiration or termination of Customer’s entitlement to use Product, pursuant to the Addendum.
“Territory” means the coountries/district where the Customer operates.
“Updates” means modifications to Product provided by DingTalk Service Provider from time to time.
2. Provide of Product
1.Customer acknowledges and agrees that the DingTalk Enterprise service is provided by DingTalk Service Provider. To the maxmumin permitted by the laws, DingTalk Service Provider is responsible for and assumes all product-related responsibilities to you, including but not limited to product quality, quantity, delivery, after-sales, maintenance, complaints, technical support, etc.
2.In consideration for Customer’s payment of the fees to the Company and subject to the terms and conditions set forth in this Agreement, DingTalk Service Provider hereby authorizes Customer during the Service Period, on a non-exclusive, revocable, non-transferable, non-sublicensable basis, to access and use part or all of the following sub-product of DingTalk Enterprise:
A. DingTalk Enterprise Base；
B. App Customisation；
C.Access & Data Security；
D. Hybrid Cloud & Compliance；
E. Open & Integration；
F. DingTalk Professional.
The specific product features and service content shall be subject to the features and services displayed on the product promotion and purchase page of DingTalk Enterprise.
3.Customer agrees to use Product in accordance with: (a) the Product Terms and Service Level Agreement (as may be updated by DingTalk Service Provider from time to time) that governs Customer’s use of the relevant Product; (b) this Addendum; (c) the applicable End User Terms；(d) the Documentation and (e) any other terms or requirements, documentation, policies or guidelines as may be required and notified by Company / DingTalk Service Provider to Customer from time to time.
4.DingTalk Service Provider may (but not obliged to) release Updates to Product from time to time. Such Updates shall form part of Product and be subject to this Addendum. Customer further acknowledges and agrees that DingTalk Service Provider shall have the right to add, suspend, substitute, replace, remove or discontinue any component, feature or function of Product through such Updates for any reason or no reason without any liability towards Customer and/or any End Users.
5.Customer acknowledges and agrees that DingTalk Service Provider shall have the right to Process any Customer Data that it has access to (including transfer of any such Customer Data to third parties for Processing) for the purposes of this Addendum and development and maintenance of Product.
6.Customer shall obtain all relevant Regulatory Approvals or third-party consents and determine any restrictions applicable to its use of Product or provision of Customer Services under the Relevant Laws.
3.Customer's Obligation
1.When using the Product, Customer must:
1) comply with the applicable Products Terms and Service Level Agreement (as may be updated by the Company from time to time) that governs use of that relevant Product. Customer shall also comply with Documentation, security procedures, technical standards, system and data security requirements, policies and rules, as notified by Company / DingTalk Service Provider from time to time;
2) ensure that access to and use of Product by End Users comply with all usage metrics or other requirements provided by Company / DingTalk Service Provider from time to time;
3) comply with all Relevant Laws, including all Relevant Privacy Laws, and obtain all Relevant Data Consents;
4) promptly notify Company in writing if it becomes aware of any changes to a Relevant Privacy Law that may cause the Product, or the Processing of Data by, operations of, or conduct of, Customer relating to this Addendum, to breach such Relevant Privacy Law;
5) at all times comply with its own system security policies and maintain industry standard safeguards for its information and communications technology infrastructure;
6) comply and shall procure that any of its Affiliates, its End Users comply with all Relevant Laws;
2.Customer must not, unless expressly permitted by Company in writing:
1) lease, resell, transfer, sublicense or otherwise make available Product, other than to its Affiliates, and End Users as permitted in writing;
2) make or attempt to make any modification to, reverse engineer, decompile, disassemble, or otherwise seek to recreate the source code or underlying functionality of Product ;
3) modify, port, translate, adapt, alter, frame or create derivative works based on Product;
4) disable or circumvent any access control or related process or procedure established with respect to Product;
5) copy (except for installation and backup of Product as permitted in writing and the applicable Documentation), translate, disassemble, decompile, attempt to recreate, reverse engineer Product or any source code object code, software programs, processes, algorithms, methods, techniques, data, or information embodied in Product, the relevant portal or platform, or any part, feature, function or user interface thereof, or extract ideas, algorithms, procedures, workflows or hierarchies from Product, the relevant portal or platform, or otherwise use Product for the purpose of creating any other product or service;
6) change or remove any IP Rights and authorship notices from Product ;
7) access or use or attempt to access or use Product in any way that causes, or may cause, damage to Product;
8) breach, tamper with, compromise or circumvent any security measures included in system and data security requirements, policies and/or rules notified by Company / DingTalk Service Provider from time to time;
9) circumvent or disclose the user authentication or security of Product or Company / DingTalk Service Provider systems, or any related host, network, or account;
10) share, distribute or publish log-in credentials assigned to it except as permitted by Company (as the case may be);
11) use Product to transmit any content, data or information that is unlawful, defamatory, obscene, invasive of another’s privacy or otherwise objectionable;
12) permit access to or use of Product, in violation of any Relevant Laws;
3.When using the Product, Customer undertakes to:
1) ensure its Affiliate and the End User will, at all times when using the Product, comply with the the End User Terms as well as this Agreement.
2) responsible for the acts and omissions of all its End Users, Affiliates as if they were the acts and omissions of Customer.
3) responsible for: (a) determining whether or not Relevant Laws impose any restrictions or requirements on any of its activities in connection with this Addendum, or any Product; (b) determining what Regulatory Approvals are required for Customer to use any Product (if any); and (c) as applicable, obtain from the appropriate Government Agencies all applicable Regulatory Approvals.
4) not request refund from the company for any reason, except in the case of a serious breach of this Agreement by the Company that results in the Customer being completely unable to use the Product.
4.Warranty
1.The Product is provided on “as is” basis. Except to the extent prohibited by Relevant Laws, or to the extent any statutory rights apply that cannot be excluded, limited or waived. Company, DingTalk Service Provider and their Affiliate: (a) do not make any representations or warranties of any kind, whether express, implied, statutory or otherwise, regarding Product, and relevant services, and any other matter pertaining to this Addendum ; (b) disclaim any and all warranties of any kind, whether express, implied or statutory, and shall not be responsible for: (i) merchantability, fitness for purpose, non-infringement, satisfactory quality, accuracy, quality, completeness, timeliness, responsiveness, or productivity of any Product; and (ii) whether Customer’s use of Product for whatever purpose, will infringe any Relevant Laws; and (c) exclude any warranty that any Product will be uninterrupted, error free, free of security defects or harmful components ,or that any Data will not be lost or corrupted.
2.Company / DingTalk Service Provider shall not be responsible for (a) any representations made by any person regarding the sufficiency or suitability of Product in any actual application, or (b) Customer’s use of Product for whatever purpose or whether any such use would violate the Relevant Laws or comply with the regulatory requirements under the Relevant Laws or required by the government agency, or (c) reviewing the Customer Data for accuracy.
3.Customer acknowledges and agrees that Product, and the access to and use thereof, may be subject to limitations, delays and other problems not in Company / DingTalk Service Provider’s control (including such limitations, delays and other problems of or attributable to the data source) and inherent in the use of the Internet and electronic communications, and that Company / DingTalk Service Provider shall not be held responsible for delays, delivery failures or other damage resulting from such limitations.
4.Customer acknowledges and agrees that Product are designed to be tools to assist Customer for office use, and that Company / DingTalk Service Provider makes no warranties nor shall Company / DingTalk Service Provider have any liability that Product shall meet all of Customer’s requirements, or that the use of Product shall be uninterrupted, error free or free from security defects.
5.Company / DingTalk Service Provider makes no warranties nor shall Company or DingTalk Service Provider have any liability (whether in contract, tort, under statute or indemnities or otherwise, including negligence or fundamental breach) with respect to, any third party products or services.
6.Company / DingTalk Service Provider makes no warranties on and shall not be responsible for any application of results obtained from the use of Product or for unintended or unforeseen results obtained in the use of Product.
5.Data Privacy
1.Customer understand and agrees that DingTalk Service Provider will process the Customer Data and Personal Infomation of End User in the process of providing the Product. When processing the Customer Data and Personal Infomation of End User, Customer shall be regarded as the Data Controller according to applicable laws and regulations, and Customer entrusts DingTalk Service Provider as the Data Processor to process data according to Customer's entrustment and instructions. For the purpose of providing the Product, DingTalk Service Provider is entitled to further entrust sub-processors to process the data.
2.For the purpose of Providing Customer with the Product, the Customer Data and the Personal Data of End Users will be transferred to countries or regions outside of the Territory. If applicable laws and regulations require fulfilling relevant compliance obligations (such as notification and consent, regulatory approval, etc.) on transferring data outside of Territory, Customer, as the Data Controller, shall ensure that such compliance obligations have been met.
3.Company and DingTalk Service Provider shall take appropriate technical and managerial measures to ensure the data and information security of Customer and End User.
6.Liability
1.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY AND DINGTALK SERVICE PROVIDER BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, LOSS OF PROFITS, REVENUE, DATA, REPUTATION OR GOODWILL, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER RELATING TO Product, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IF COMPANY AND / OR DINGTALK SERVICE PROVIDER IS FOUND LIABLE DIRECTLY TO CUSTOMER FOR ANY DAMAGES, ITS TOTAL LIABILITY RELATED TO, IN CONNECTION WITH AND RISING FROM ITS PURCHASE AND USE OF PRODUCT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR ACCESS TO AND USE OF THE PRODUCT IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE MONTH IN WHICH THE RELEVANT CLAIM IS FIRST MADE GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM OR CAUSE OF ACTION WILL NOT ENLARGE THE FOREGOING LIMIT.
2.CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND DINGTALK SERVICE PROVIDER AGAINST ALL LOSSES ARISING FROM (A) THE CUSTOMER SERVICES, (B) THE ACTS OR OMISSIONS OF CUSTOMER AND ITS END USERS, AFFILIATES, AND REPRESENTATIVES, (C) MANAGEMENT OF ITS RELATIONSHIPS WITH ANY OF THE FOREGOING (INCLUDING ALLEGED BREACH OF AGREEMENTS BETWEEN CUSTOMER AND ANY OF THE FOREGOING), AND/OR (C) ANY BREACH OF ITS OBLIGATIONS UNDER THIS ADDENDUM CAUSED BY ANY OF THE FOREGOING.
7.Termination
1.Without prejudice to any other rights that Company may have under any agreement as a third-party beneficiary, Company shall also have the right to terminate or suspend Customer’s access to and use of Product immediately by notice, and terminate or suspend all licences granted to Customer immediately by notice, without any liability to Customer if:
(a) Customer (including its End Users, Affiliates) had used or is using Product outside the scope of this Addendum;
(b) Customer (including its End Users, Affiliates ) is or had been otherwise in material breach of Relevant Laws (including applicable laws or regulations about personal data, data privacy, anti-money laundering, sanctions, export or import control prohibitions in relation to technology (encrypted or otherwise), or this Addendum;
(c) there is any change in Relevant Laws which makes it unlawful, impossible, or impracticable for Company to continue this Addendum, as it becomes known to Company.