WUKONG TERMS OF SERVICE

 

Effective Date: March 23, 2026

 

These Terms of Service (the “Terms”) form a legally binding agreement between you and DingTalk (Singapore) Private Limited and its Affiliates (“DingTalk,” “we,” “us,” or “our”) and govern your access to and use of Wukong, including its websites, applications, software, APIs, browser or device integrations, agentic and automation features, models, plugins, extensions, tools, documentation, content, and related services (collectively, the “Services”).

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “ACCEPT,” DOWNLOADING, INSTALLING, ACCESSING, REGISTERING FOR, PURCHASING, CONFIGURING, INTEGRATING WITH, OR OTHERWISE USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

If you use the Services on behalf of a company, organisation, or other legal entity, then: (a) “you” and “your” include that entity; (b) you represent and warrant that you are authorised to bind that entity to these Terms; and (c) that entity accepts responsibility for your use of the Services and for all use of the Services through accounts associated with that entity.

For purposes of these Terms, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than 50% of the voting interests or other equivalent power to direct management.

1.

Scope of Terms

1.1 These Terms apply to your access to and use of the Services, whether as an individual user, enterprise customer, team member, administrator, developer, or other authorised user.

1.2 These Terms incorporate by reference any additional documents, policies, or terms that we make available to you and designate as applicable to the Services, including our Privacy Policy, product-specific terms, pricing terms, order forms, acceptable use rules, technical documentation, and service descriptions.

1.3 In the event of any conflict between these Terms and any separately executed written agreement between you and DingTalk expressly governing the Services, the separately executed written agreement shall prevail to the extent of the conflict.

2. Eligibility and Authority

2.1 You may use the Services only if: (a) you are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is higher; (b) you have full power and authority to enter into these Terms; and (c) you are not prohibited from using the Services under any applicable law.

2.2 You represent and warrant on an ongoing basis that: (a) all information you provide to us is true, accurate, complete, and current; (b) you are not located in, organised under the laws of, ordinarily resident in, or acting on behalf of any country, territory, person, or entity subject to comprehensive sanctions or other applicable trade restrictions, except to the extent permitted by applicable law and expressly authorised by us; and (c) you will comply with all applicable laws, regulations, and industry standards in connection with your use of the Services.

3. Account Registration, Credentials, and Security

3.1 Access to some or all of the Services may require you to register an account, authenticate through a third-party identity provider, or be provisioned an account by an organisation.

3.2 You must provide accurate, complete, and current registration information and promptly update such information as necessary.

3.3 You are responsible for safeguarding your login credentials, passwords, access tokens, API keys, OAuth credentials, single sign-on credentials, and any other authentication mechanisms associated with your account.

3.4 You are responsible for all activities that occur under or through your account, including any use by your employees, contractors, agents, or other persons who obtain access through your credentials or systems, whether or not authorised by you, except to the extent caused directly by our breach of these Terms or applicable law.

3.5 You must promptly notify us if you become aware of, or reasonably suspect, any unauthorised use of your account, any compromise of your credentials, or any other security incident relating to the Services.

3.6 Unless expressly permitted by us in writing, you must not: (a) share account credentials with unauthorised persons; (b) sell, lease, rent, sublicense, transfer, assign, or otherwise make your account available to any third party; or (c) create accounts by automated means or under false identities.

3.7 We may, at our sole discretion and to the extent permitted by applicable law, approve, reject, limit, suspend, or terminate any account or access request, require identity verification, or impose additional eligibility or security requirements.

4. Nature of the Services

4.1 Wukong is an artificial intelligence-enabled assistant, agentic workflow, and automation service. Depending on the features you enable and the permissions you grant, the Services may generate text, code, files, commands, analyses, recommendations, summaries, actions, API requests, browser interactions, system interactions, workflow executions, and other outputs.

4.2 Certain features may access, read, write, modify, delete, move, transmit, publish to, or otherwise interact with your local device, browser, clipboard, file system, applications, accounts, APIs, cloud resources, databases, websites, communications systems, or other digital environments where enabled, configured, or authorised by you.

4.3 You acknowledge and agree that the Services are probabilistic, non-deterministic, and dependent on multiple variables, including your prompts, instructions, permissions, environment, third-party dependencies, and system state. As a result: (a) outputs may be inaccurate, incomplete, outdated, misleading, offensive, or inappropriate; (b) the same or similar inputs may produce different outputs at different times; (c) actions may not be executed as intended, may be repeated, may fail, or may produce unintended consequences; and (d) the Services may not understand context, nuance, legal constraints, or factual circumstances in the way a human would.

4.4 You are solely responsible for determining whether and how to use the Services, and for implementing appropriate safeguards, including human review, access controls, least-privilege permissions, isolated environments, budget controls, transaction approvals, change management procedures, logging, monitoring, alerting, and backup measures.

4.5 The Services do not constitute legal, medical, financial, tax, accounting, engineering, employment, or other professional advice, and must not be relied upon as a substitute for competent professional judgment.

4.6 You must not rely on the Services as the sole basis for making decisions or taking actions that could materially affect any individual’s rights, interests, health, safety, employment, education, housing, insurance, credit, immigration status, legal position, or other significant matters.

4.7 You acknowledge that if you enable automation, tool invocation, system control, browser operation, file handling, or third-party integrations, actions performed by the Services within the scope of permissions, configurations, credentials, or approvals you provide will be deemed to have been initiated by you. You assume all risks and responsibility arising from such actions, except to the extent caused directly by our breach of these Terms or applicable law.

5. Licence and Service Access

5.1 Subject to your compliance with these Terms and any applicable payment obligations, DingTalk grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term to access and use the Services solely for your internal lawful purposes and in accordance with these Terms.

5.2 No ownership rights are transferred to you under these Terms. Except for the limited rights expressly granted herein, DingTalk and its licensors reserve all rights, title, and interest in and to the Services and all related intellectual property rights.

5.3 You must not, except to the extent expressly permitted by applicable law notwithstanding this restriction: (a) copy, reproduce, modify, adapt, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, models, prompts, structures, or algorithms from the Services; (c) remove, obscure, or alter any copyright, trademark, patent, or proprietary notices; (d) access or use the Services to build, train, fine-tune, benchmark, validate, improve, or otherwise support any competing product, service, model, or dataset; (e) use the Services in excess of any usage limits, entitlements, or technical restrictions imposed by us; or (f) use the Services other than as expressly permitted under these Terms.

6. Fees, Billing, Trials, and Taxes

6.1 Certain Services are offered on a paid basis. If you purchase or subscribe to paid Services, you agree to pay all fees, charges, usage-based amounts, subscriptions, overages, and taxes specified at the time of purchase or otherwise agreed in writing.

6.2 Unless otherwise stated: (a) fees are quoted in the currency identified at the time of purchase; (b) fees are exclusive of all applicable taxes, duties, levies, and similar governmental charges; and (c) payments are non-cancellable and non-refundable, except as required by applicable law or expressly stated otherwise by us in writing.

6.3 If your subscription renews automatically, you authorise us and our payment processors to charge the then-applicable fees and taxes to your designated payment method on a recurring basis until cancellation.

6.4 You must cancel any auto-renewing subscription before the applicable renewal date if you do not want it to renew. Unless otherwise specified, cancellation will take effect at the end of the then-current billing period, and no refunds or credits will be provided for partial billing periods except where required by applicable law.

6.5 You must keep your payment information accurate and current. If any charge is declined, reversed, disputed, or otherwise not successfully settled, we may suspend or terminate your access to the applicable Services.

6.6 We may offer free trials, beta access, promotional credits, discounts, or other limited offers from time to time. Unless expressly stated otherwise: (a) such offers are provided at our discretion and may be modified or withdrawn at any time; (b) promotional credits and similar entitlements have no cash value, are non-transferable, are not refundable, and may expire; (c) eligibility for any offer is determined by us; and (d) we may limit, revoke, or reclaim any offer where we reasonably suspect abuse, fraud, or ineligibility.

6.7 Unless expressly stated otherwise, at the end of any free trial or promotional period, your use of the applicable paid Services will automatically convert to the then-current paid subscription or usage plan you selected, and you authorise us to charge the applicable fees and taxes, unless you cancel before the end of the applicable trial or promotional period.

6.8 We may change our pricing, billing metrics, usage entitlements, credit policies, subscription plans, and feature packaging from time to time. Where required by applicable law, we will provide advance notice of material pricing changes affecting an existing paid subscription.

6.9 You are responsible for all applicable taxes arising from your purchase or use of the Services, excluding taxes based on DingTalk’s net income.

7. Organisational Accounts, Teams, and Administrators

7.1 If the Services are purchased, provisioned, or used by or on behalf of an organisation, that organisation is responsible for all use of the Services through its accounts, workspaces, projects, and users.

7.2 An organisation may designate one or more administrators with rights to manage user access, settings, integrations, content visibility, usage policies, billing controls, and other administrative controls.

7.3 If you access the Services as part of an organisation, you acknowledge and agree that the organisation and its administrators may be able to: (a) access, monitor, process, export, disclose, restrict, or delete content associated with your organisational use; (b) control your permissions and settings; (c) manage integrations, retention settings, budgets, and usage parameters; and (d) suspend or terminate your access to the organisational environment.

7.4 As between DingTalk and the organisation, the organisation is responsible for obtaining all required consents, giving all required notices, and ensuring lawful processing of personal data and other content submitted to the Services by or on behalf of its users.

7.5 To the maximum extent permitted by applicable law, DingTalk shall not be responsible for any act or omission of an organisation or its administrators in exercising administrative control over organisational accounts.

8. User Content

8.1 “Input” means any prompt, instruction, data, text, image, audio, video, file, code, script, credential, context, configuration, webpage content, database content, or other material that you upload, submit, send, synchronise, connect, authorise access to, or otherwise make available to the Services.

8.2 “Output” means any text, code, summary, recommendation, command, file, transformation, workflow, action, communication, system operation, browser action, API request, response, or other result generated, returned, performed, or facilitated by the Services based on Input, permissions, instructions, or your use of the Services.

8.3 Input and Output together are “User Content”.

8.4 As between you and DingTalk, and subject to your compliance with these Terms and applicable law: (a) you retain your rights, title, and interest in Input; and (b) DingTalk hereby assigns to you any rights, title, and interest, if any, that DingTalk may have in Output solely by virtue of generating such Output for you, to the extent assignable under applicable law.

8.5 The assignment in Clause 8.4(b) does not apply to, and you acknowledge that you receive no rights in: (a) the Services themselves; (b) underlying models, software, workflows, interfaces, or documentation; (c) outputs generated for other users; or (d) any content, data, or materials owned by DingTalk or third parties and included in or reflected by Output.

8.6 You acknowledge and agree that: (a) Output may not be unique; (b) the same or similar output may be generated for other users; (c) Output may not qualify for intellectual property protection; and (d) Output may include, reflect, or be based on third-party content or public information.

8.7 You are solely responsible for your User Content, including for obtaining all necessary rights, licences, permissions, authorisations, notices, and consents required for your submission and use of User Content in connection with the Services.

8.8 You represent, warrant, and undertake that: (a) your User Content and your use of the Services do not and will not infringe, misappropriate, or violate any intellectual property right, privacy right, publicity right, confidentiality obligation, contractual restriction, or other right of any person; (b) your User Content does not and will not violate any applicable law or regulation; (c) you have all rights and legal bases necessary for us and our Affiliates, subprocessors, and service providers to process User Content in accordance with these Terms, our Privacy Policy, and applicable law; and (d) your User Content does not require DingTalk to comply with any licence, notice, attribution, disclosure, source code distribution, or pass-through obligations not expressly agreed by DingTalk in writing.

8.9 You grant to DingTalk and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid, sublicensable licence to host, cache, copy, reproduce, store, transmit, display, perform, modify, adapt, translate, parse, process, analyse, and otherwise use User Content: (a) to provide, operate, maintain, secure, support, debug, and improve the Services; (b) to authenticate requests, execute instructions, generate Output, and enable requested integrations and workflows; (c) to detect, prevent, investigate, and remediate fraud, abuse, security incidents, and unlawful activity; (d) to enforce these Terms and comply with legal, regulatory, audit, and compliance obligations; (e) subject to your settings, our Privacy Policy, and applicable law, to develop, train, test, evaluate, and improve our products, services, models, and related technologies; and (f) for any other purpose authorised by you.

8.10 You should not submit to the Services any personal data, confidential information, trade secrets, authentication credentials, financial information, health information, children’s data, export-controlled information, or other sensitive or regulated data unless you have determined that such submission is lawful, necessary, and appropriate and that suitable safeguards are in place.

8.11 You are solely responsible for maintaining backup copies of User Content. We do not guarantee that User Content will be retrievable, preserved, or available without interruption or loss.

9. Acceptable Use Restrictions

9.1 You must use the Services only in compliance with these Terms and all applicable laws, regulations, sanctions regimes, export controls, and industry requirements.

9.2 You must not, and must not permit or assist any third party to: (a) use the Services for any unlawful, fraudulent, deceptive, harmful, abusive, or infringing purpose; (b) generate, publish, transmit, or facilitate content that is defamatory, libellous, obscene, pornographic, sexually exploitative, harassing, hateful, discriminatory, threatening, extremist, violent, or otherwise unlawful; (c) exploit, harm, or attempt to exploit or harm minors; (d) generate or disseminate false or misleading information in a manner likely to cause harm; (e) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (f) engage in unauthorised access, probing, scanning, intrusion, interception, scraping, data harvesting, denial-of-service activity, vulnerability testing, or circumvention of security, authentication, payment, anti-bot, or rate-limiting measures relating to the Services or any third-party systems; (g) generate, develop, distribute, or facilitate malware, ransomware, spyware, phishing content, social engineering attacks, credential theft, remote access trojans, destructive code, or other malicious or harmful code or conduct; (h) use the Services to access, control, copy, monitor, modify, delete, exfiltrate, or interfere with any system, account, website, application, device, data, or environment without lawful authority; (i) use the Services in connection with weapons development, military end uses prohibited by applicable law, terrorism, or any prohibited surveillance activities; (j) use the Services for fully automated decision-making in relation to employment, education, credit, healthcare, insurance, housing, legal services, immigration, public benefits, or other high-impact contexts without adequate human review and all legally required safeguards; (k) use the Services in any environment where malfunction could reasonably be expected to result in death, personal injury, physical damage, or severe environmental or property harm, unless you implement all necessary redundancies, controls, supervision, and fail-safes and such use is lawful; (l) use the Services to compete with DingTalk by developing or improving any competing service, foundation model, AI system, dataset, or benchmark; (m) conduct or publish benchmark or comparative testing of the Services without our prior written consent; (n) interfere with or disrupt the integrity, performance, or availability of the Services or any third party’s use of the Services; or (o) use the Services in any manner that exposes DingTalk, its Affiliates, users, service providers, or any third party to liability, regulatory scrutiny, or reputational harm.

9.3 We may, but are not obligated to, monitor, review, block, filter, remove, disable access to, or report User Content or conduct that we reasonably suspect violates these Terms, applicable law, or the rights, safety, or legitimate interests of DingTalk, its users, or any third party.

10. Third-Party Services

10.1 The Services may incorporate, enable access to, or interoperate with Third-Party Services, including third-party large language models, APIs, plugins, browsers, websites, payment processors, cloud services, communication services, identity providers, data sources, and software tools.

10.2 Your use of any Third-Party Services is subject to the terms, conditions, and policies of the applicable third party. DingTalk does not control and is not responsible for any Third-Party Services.

10.3 Where you enable or connect a Third-Party Service, you instruct and authorise DingTalk to exchange User Content, metadata, instructions, and other relevant information with that Third-Party Service as necessary to provide the requested functionality.

10.4 DingTalk does not represent or warrant, and expressly disclaims responsibility for, the availability, security, legality, compatibility, accuracy, performance, data practices, or outputs of any Third-Party Service.

10.5 You are solely responsible for: (a) selecting and evaluating Third-Party Services; (b) reviewing and complying with third-party terms and privacy policies; (c) obtaining and securing any required credentials, licences, consents, and permissions; and (d) any consequences arising from your use of Third-Party Services.

10.6 We may suspend, disable, remove, or limit any integration with any Third-Party Service at any time without liability, including where required for security, legal, operational, or commercial reasons.

11. Privacy and Data Protection

11.1 Our collection, use, disclosure, transfer, storage, and other processing of personal data in connection with the Services are described in our Privacy Policy, which forms part of these Terms.

11.2 To the extent you submit or otherwise make available personal data through the Services, you represent and warrant that you have provided all required notices, obtained all necessary consents, and otherwise established a valid legal basis for such processing by DingTalk and its Affiliates, service providers, and subprocessors under applicable data protection laws.

11.3 If you use the Services as a controller, business, employer, administrator, or service provider, you remain solely responsible for your own compliance with applicable data protection and privacy laws, including obligations relating to transparency, lawful basis, security, cross-border data transfers, data subject rights, retention, and sensitive data handling.

11.4 You acknowledge that the Services may involve the transfer, processing, and storage of User Content and personal data in Singapore and in other jurisdictions where DingTalk, its Affiliates, subprocessors, or service providers maintain operations or infrastructure.

12. Feedback

If you provide any suggestion, idea, enhancement request, recommendation, correction, or other feedback regarding the Services (“Feedback”), you grant DingTalk and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable, non-exclusive right and licence to use, reproduce, disclose, modify, create derivative works from, distribute, display, perform, and otherwise exploit such Feedback for any purpose without restriction, attribution, payment, or other obligation to you.

13. Confidentiality

13.1 If DingTalk discloses to you any non-public information that is designated as confidential or that reasonably should be understood to be confidential under the circumstances (“Confidential Information”), you must: (a) keep such Confidential Information confidential using at least reasonable care; (b) use it solely as necessary to exercise your rights or perform your obligations under these Terms; and (c) not disclose it to any third party except to your employees, contractors, or advisers who have a strict need to know and are bound by confidentiality obligations no less protective than those in these Terms.

13.2 Clause 13.1 does not apply to information that you can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to you without restriction before disclosure; (c) was lawfully received by you from a third party without restriction; or (d) was independently developed by you without use of or reference to the Confidential Information.

13.3 You may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where legally permitted, you give DingTalk prompt notice and reasonable cooperation.

14. Suspension and Termination

14.1 You may stop using the Services at any time. You may terminate your account through the account settings or by using any account closure mechanism we make available.

14.2 We may, at our discretion and to the extent permitted by applicable law, suspend, restrict, or terminate your account, your access to the Services, or any part of the Services immediately, with or without prior notice, if: (a) you breach these Terms or any applicable policy; (b) we reasonably suspect fraud, abuse, unlawful conduct, infringement, or a security risk; (c) you fail to pay any amount when due; (d) required by law, court order, governmental authority, or regulatory direction; (e) a Third-Party Service provider suspends or withdraws services required for the relevant functionality; or (f) we discontinue the relevant Services or any part thereof.

14.3 We may remove, disable access to, or quarantine any User Content where we reasonably believe it may violate these Terms, applicable law, or third-party rights, or create risk or liability for DingTalk, its users, or any third party.

14.4 Upon expiration or termination of these Terms or your use of the Services: (a) all rights granted to you under these Terms will immediately cease; (b) you must cease all use of the Services; (c) we may delete, anonymise, or retain User Content in accordance with applicable law, our Privacy Policy, and our retention practices; and (d) provisions that by their nature are intended to survive shall survive, including provisions relating to payment, intellectual property, confidentiality, disclaimers, limitations of liability, indemnities, dispute resolution, and governing law.

15. Disclaimers

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

15.2 DINGTALK AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY.

15.3 WITHOUT LIMITING CLAUSE 15.2, DINGTALK DOES NOT WARRANT THAT: (a) THE SERVICES OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SAFE, LAWFUL, OR SUITABLE FOR YOUR NEEDS; (b) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) ANY DEFECTS OR VULNERABILITIES WILL BE IDENTIFIED OR CORRECTED; (d) THE SERVICES WILL PREVENT ALL UNAUTHORISED ACTIONS, HARMFUL PROMPTS, MALICIOUS PLUGINS, SECURITY INCIDENTS, OR MISUSE; OR (e) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR SYSTEM, ENVIRONMENT, THIRD-PARTY SERVICE, OR WORKFLOW.

15.4 YOU ACKNOWLEDGE AND AGREE THAT: (a) OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, BIAS, OR MISLEADING CONTENT; (b) AUTOMATED ACTIONS MAY CAUSE UNINTENDED CONSEQUENCES; (c) YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, VALIDATING, AND APPROVING OUTPUTS AND ACTIONS BEFORE RELYING ON OR DEPLOYING THEM; AND (d) YOU ASSUME ALL RISKS ARISING FROM YOUR USE OF THE SERVICES, INCLUDING IN CONNECTION WITH THIRD-PARTY SYSTEMS, DATA, CONTENT, AND ENVIRONMENTS.

15.5 NOTHING IN THESE TERMS EXCLUDES ANY NON-EXCLUDABLE RIGHTS OR REMEDIES TO WHICH YOU MAY BE ENTITLED UNDER APPLICABLE LAW.

16. Limitation of Liability

16.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; (c) WILFUL MISCONDUCT; (d) ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED; OR (e) ANY OTHER LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE SINGAPORE LAW.

16.2 SUBJECT TO CLAUSE 16.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DINGTALK, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE; (b) LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS, OR REPUTATION; (c) LOSS OF, CORRUPTION OF, OR INABILITY TO USE DATA; (d) BUSINESS INTERRUPTION; OR (e) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

16.3 SUBJECT TO CLAUSES 16.1 AND 16.2, DINGTALK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO DINGTALK FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (b) USD 100.

16.4 THE LIMITATIONS IN THIS CLAUSE 16 APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Indemnity

17.1 You shall defend, indemnify, and hold harmless DingTalk, its Affiliates, licensors, service providers, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal fees and expenses, arising out of or in connection with: (a) your access to or use of the Services; (b) your User Content; (c) your breach of these Terms or any incorporated policy; (d) your violation of any applicable law or regulation; (e) your infringement, misappropriation, or violation of any third-party rights; or (f) your use of any Third-Party Services in connection with the Services.

17.2 DingTalk reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate fully with DingTalk in the defence or settlement of such matter.

18. Export Controls and Sanctions

18.1 You must comply with all applicable export control, sanctions, customs, anti-boycott, and international trade laws and regulations in connection with your access to and use of the Services.

18.2 You represent and warrant that you are not: (a) listed on any sanctions- or restricted-party list maintained by Singapore, the United Nations, the United States, the European Union, the United Kingdom, or any other relevant authority; (b) owned or controlled by any such listed person; or (c) located in or ordinarily resident in any jurisdiction with which dealings are broadly prohibited under applicable law.

18.3 You must not use, export, re-export, transfer, or otherwise make available the Services or any related technical information in violation of applicable export control or sanctions laws.

18.4 We may suspend or terminate your access to the Services where necessary to comply with export control or sanctions laws or our internal compliance requirements.

19. Changes to the Services and Terms

19.1 We may add, modify, replace, suspend, restrict, or discontinue any aspect of the Services at any time, including features, functionalities, integrations, usage limits, eligibility criteria, and service tiers.

19.2 We may update these Terms from time to time. If we make material changes, we will use reasonable efforts to provide notice by appropriate means. The updated Terms will become effective on the date specified by us.

19.3 Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

20. Force Majeure

To the maximum extent permitted by applicable law, DingTalk shall not be liable for any delay, failure, interruption, degradation, or non-performance arising directly or indirectly from any event beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, failures of telecommunications or internet service providers, cyberattacks, power outages, shortages of materials, governmental actions, court orders, or failures of Third-Party Services.

21. Notices

21.1 We may provide notices to you under these Terms by posting them through the Services, on our website, by email, or by other reasonable electronic means.

21.2 You are responsible for keeping your contact information current and for monitoring the communication channels associated with your account.

21.3 Legal notices, claims, questions, and other communications to DingTalk relating to these Terms or the Services must be sent to: questions@service.dingtalk.com.

22. Governing Law and Dispute Resolution

22.1 These Terms and any dispute, controversy, claim, or difference arising out of or in connection with these Terms or the Services, including any question regarding their existence, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of laws principles.

22.2 Any dispute arising out of or in connection with these Terms, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this Clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The law governing the arbitration agreement in this Clause shall be Singapore law.

22.3 To the maximum extent permitted by applicable law, each party agrees that any proceedings shall be conducted only on an individual basis and not in a class, collective, consolidated, or representative action.

22.4 Nothing in these Terms shall prevent either party from seeking urgent interim, interlocutory, or conservatory relief from any court of competent jurisdiction, including relief necessary to protect confidential information, intellectual property, or data security pending constitution of the arbitral tribunal or thereafter where permitted by law and the applicable arbitral rules.

23. Miscellaneous

23.1 Entire Agreement. These Terms, together with all documents incorporated by reference and any applicable order form or written agreement expressly stated to govern the Services, constitute the entire agreement between you and DingTalk regarding the Services and supersede all prior or contemporaneous discussions, proposals, and agreements on the same subject matter.

23.2 Assignment. You may not assign, transfer, charge, subcontract, delegate, or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. DingTalk may assign, transfer, or novate these Terms, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets.

23.3 No Waiver. No failure or delay by DingTalk in exercising any right, power, or remedy shall operate as a waiver of that or any other right, power, or remedy.

23.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

23.5 Third Party Rights. Except for DingTalk’s Affiliates, which may enforce any provision of these Terms expressed to benefit them, a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of these Terms.

23.6 Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, fiduciary, or franchise relationship between you and DingTalk.

23.7 Interpretation. Headings are for convenience only and do not affect interpretation. The words “including,” “include,” and similar expressions shall be construed without limitation. References to “law” include statutes, regulations, subsidiary legislation, and legally binding regulatory requirements as amended from time to time.