QwenWork Subscription Service Agreement
Addendum to The Alibaba Cloud International Website Product Terms of Service
This QwenWork Subscription Service Agreement 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 (“we”, “us”, “our” or “Company”) and you. This Addendum governs the subscription to, access to, and use of QwenWork by Customer. This document also incorporates the applicable QwenWork Terms of Service, and QwenWork Privacy Policy (collectively, the “Product Agreements”) that apply to the Product that Customer has purchased.
You agree to be bound by this Addendum by downloading, installing, accessing, or using any function of QwenWork Subscription Service, or by explicitly expressing agreement to it.
We reserve the right to alter, modify, add to or otherwise vary this Addendum by notice in writing to you at any time. You shall be bound by this Addendum so amended, and such other terms as may be incorporated by reference. In any event, if you continue to download, install, access and/or use the QwenWork Subscription Service 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
1.1 "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.
1.2 "Customer Data" means any and all data, information, content, files, documents, materials, or other items that are entered, stored, generated by, or processed through the Product by or on behalf of the Customer or its End Users.
1.3 "End User" means any personnel authorized by the Customer to access and use the Product, including the Customer's employees, contractors, and representatives.
1.4 "Personal Data" means any information that relates to an identified or identifiable natural person, as defined under applicable privacy and data protection laws.
1.5 "Process" means any operation or set of operations performed on Data, whether or not by automated means, including receipt, access, collection, use, storage, retrieval, disclosure, transfer, modification, or deletion.
1.6 "QwenWork"/“Product” means the software, services, websites, clients, applications, interfaces, development documentation, and updated versions thereof, which provide artificial intelligence dialogue, content generation, task automation, model interaction, tool invocation, file processing, web operations, system control, plugin/skill extension, third-party platform integration, and related capabilities, developed by the QwenWork Service Provider.
1.7 "QwenWork Subscription Service" means the different tiers of subscription plans offered to the Customer through the Alibaba Cloud sales channels, including QwenWork Individual Membership, Enterprise Membership, Credit Packs, and other subscription benefits that may be updated from time to time. The specific product benefits, usage quotas, supported feature scopes, and corresponding service contents and consumption rules shall be subject to the actual selection page and product manual/documentation.
1.8 "QwenWork Service Provider" means DingTalk (Singapore) Private Limited, the entity that develops and provides the Product.
1.9 "Relevant Laws" means all applicable laws, regulations, ordinances, rules, and standards, including without limitation data protection and privacy laws, export control laws, anti-money laundering laws, and intellectual property laws.
1.10 "Relevant Privacy Laws" means all applicable privacy and data protection laws and regulations.
1.11 "Service Period" means the period commencing from the date the Product is made available to the Customer until the expiration or termination of the applicable subscription term.
1.12 "Territory" means the country or region in which the Customer is domiciled or established, or in which the Customer Data is collected, as applicable.
1.13 "Credits" means the usage units consumed when the Customer initiates dialogues, requests, task executions, or invokes relevant AI capabilities through the Product. Credits are deducted automatically based on the actual consumption of each task, as displayed on the product page.
2. Provision of Product
2.1 The Customer acknowledges and agrees that QwenWork and underlying services are provided by QwenWork Service Provider in accordance with the Product Agreements.
2.2 The Customer acknowledges that the Company resells the QwenWork Subscription Service and is authorized to promote and sell such Services to the Customer and to enter into relevant sales agreements with you. Subject to the Customer's compliance with this Addendum and the Product Terms, the Company grants to the Customer a non-exclusive, revocable, non-transferable license to access and use QwenWork under the QwenWork Subscription Service during the Service Period.
2.3 For the avoidance of doubt, to the extent the Company Processes Customer Data in connection with the QwenWork Subscription Service (including billing, account management, and customer support), such Processing shall be governed by the Product Terms. The Company does not control and shall not be responsible for the Service Provider’s Processing of Customer Data, which is governed by the Product Agreements.
3. Payment & Taxes
3.1 The QwenWork Subscription Service requires payment of subscription fees in accordance with the billing model and pricing displayed on the ordering page at the time of purchase. The fees of the QwenWork Subscription Service may also vary across jurisdictions and depending on how you access the QwenWork. The Company will provide prior written notice of any changes to the billing model or pricing. If the Customer does not agree to the revised fees, the Customer may terminate the QwenWork Subscription Service effective as of the date the change takes effect, without liability to the Company. Unless otherwise specifically provided for in this Addendum, all fees are in U.S. Dollars and are non-refundable, except as required by law. The pricing and payment terms in this Section are subject to any pricing and payment terms separately agreed between you and us.
3.2 The Customer may purchase the QwenWork Subscription Service through the Company, or through other payment methods designated by the Company, and shall make payment through the designated payment portal. The Customer shall carefully verify the selected organization/individual, service content, price, subscription period, and other information before purchase. The Company, as the reseller of the QwenWork Subscription Service, will collect (or designate an Affiliate to collect) the payments and independently bear the sales-related responsibilities.
3.3 The Customer's order becomes effective upon successful payment. The QwenWork Subscription Service will be activated after the Company receives the full service fee. The Service Period shall be determined by the subscription term selected by the Customer at the time of ordering. If the Customer fails to renew the subscription upon expiration, the relevant subscription benefits will automatically cease. If the Customer wishes to continue the service, the Customer shall renew the subscription prior to the expiration date to ensure continued service. Upon renewal, if there are adjustments to the product system, names, or pricing, the parties agree to comply with the then-effective new product system, names, or pricing.
3.4 The Customer acknowledges and agrees that the Company may, based on business needs, adjust the subscription system, names, or pricing from time to time after providing advance notice of such adjustments and changes through various means. After such adjustments take effect, the Customer must accept such changes to continue purchasing and/or using the relevant services. The benefits under the QwenWork Subscription Service that the Customer has already activated prior to the effective date of such adjustments will not be affected, and any renewal (including automatic renewal) or new purchase after the expiration of the usage period shall be subject to the adjustments.
3.5 The Company may, from time to time, offer promotional measures (such as discounts) for the QwenWork Subscription Service, subject to the relevant activity rules published by the Company. The Customer acknowledges that such promotional measures are one-time special offers outside the normal service pricing, and the Company does not guarantee that any particular promotion will be available at any given time or that the Customer will qualify for such promotions. Promotional measures are subject to adjustment or discontinuation by the Company with advance notice through various means. Products newly purchased during the applicable promotional period may enjoy the relevant discounts; previously purchased products are not eligible for price difference refunds.
3.6 The Customer may elect auto-renewal at the time of purchase, thereby authorizing the Company or its third-party payment processors to charge the Customer's linked payment method on the Subscription Billing Date and each renewal date for all applicable fees and taxes for the upcoming Subscription Period, on an ongoing basis until cancelled. To avoid being charged for the next period, the Customer must cancel the auto-renewal at least 24 hours before the renewal date through the cancellation function in the Customer’s account.
3.7 The Customer shall independently prepare and maintain the equipment, operating systems, network environments, browsers, API access credentials, electrical power, storage space, security protection, and other necessary conditions required to use the QwenWork Subscription Service and Product, and shall bear the relevant costs independently.
3.8 The Credits will be consumed based on the organization/individual purchased and activated by the Customer. Credits are automatically deducted when the Customer initiates dialogues, requests, task executions, or invokes relevant AI capabilities. The deduction amount is settled based on the actual number of Credits consumed by each task, as displayed on the product page at the time of task initiation. The Credits are: (a) for use solely within the Product; (b) non-transferable, non-tradeable, and have no cash or monetary value; and (c) valid until the same day of the following month as the issuance date (or the last day of that month if no such day exists), with no carry-over.
3.9 Tax. The Customer is responsible for all government-imposed taxes other than those based on the Company's net income, net worth, or asset value (“Taxes”), and will pay for the QwenWork Subscription Service without reduction or withholding for Taxes. If the Company is required to collect or pay any Taxes, such Taxes will be billed to the Customer unless the Customer provides a timely and valid exemption certificate. The Customer will provide accurate and complete tax identification information as reasonably required for the Company’s tax compliance, and will reimburse the Company for any taxes, interest, penalties, or fines arising from the Customer's mis-declaration.
4. Customer’s Obligations
4.1 The Customer shall comply with this Addendum, the Product Terms, all documentation, security policies, and all Relevant Laws, including without limitation Relevant Privacy Laws, export control laws, and anti-money laundering laws. The Customer shall obtain all relevant data consents required for the lawful Processing of Personal Data. The Customer is responsible for the acts and omissions of its End Users and Affiliates in connection with the Product.
4.2 When using the Product, the Customer may need to register an account, organizational identity, third-party account, or other identity credentials. The Customer shall ensure that the information submitted is true, accurate, complete, and promptly updated.
4.3 The Customer shall bear full responsibility for the safekeeping of its account, passwords, credentials, access tokens, API keys, OAuth tokens, verification codes, single sign-on credentials, and other authentication information. Losses arising from improper safekeeping, sharing, improper authorization, configuration errors, environment leaks, malware attacks, social engineering attacks, or third-party causes leading to account or credential leaks, misuse, unauthorized use, overbilling, data leaks, unauthorized access, or other damages shall be borne by the Customer.
4.4 When the Customer, as a legal entity or other organization and its authorized representative, purchases the Product, the Customer may independently configure permissions and seats within the organization. The Customer shall ensure that End Users comply with the relevant requirements of the Product usage rules. Unless otherwise agreed in writing by the Company, the Customer's account is limited to use by the Customer itself or its lawfully authorized internal personnel. The Customer shall not lend, lease, sell, transfer, or otherwise permit unauthorized third parties to use the account.
4.5 The Company or the QwenWork Service Provider may, based on security, compliance, risk control, billing, abnormal activity, abuse, complaints, suspected violations of laws or regulations, or other objectively reasonable operational grounds take identity verification, functional restrictions, suspension of access, freezing, deactivation, denial of service, or other measures against the Customer's account. If the Product is suspended or terminated due to the Customer's illegal, breaching, or infringing acts, no refund of fees shall be required. If the Customer's actions cause losses to the Company or third parties, the Customer shall be responsible for compensation. The Company shall notify the Customer of any such measures taken within a reasonable time thereafter.
4.6 The Customer shall not: (1) sell, lease, lend, transfer, distribute, or sub-license the Product; (2) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to obtain the source code, model parameters, prompt strategies, system architecture, interface logic, or security mechanisms of the Product; (3) bypass, destroy, test, probe, circumvent, or weaken any access control, rate limiting, security protection, content filtering, usage restrictions, or billing mechanisms of the Product; (4) use the Product to develop, train, optimize, distill, enhance, or verify products, models, services, or datasets that compete with the Product; (5) conduct benchmark testing, stress testing, public evaluation, or disclose test results without the Company's prior written consent; (6) remove, obscure, or modify any copyright, trademark, patent, disclaimer, or other rights notices in the Product without prior consent; (7) use the Product to transmit any unlawful, defamatory, infringing, or malicious content; or (8) disable or circumvent any access control or security measure of the Product.
5. Intellectual Property
Save for the limited right to use the QwenWork Subscription Service expressly granted to the Customer under this Addendum, no intellectual property rights have been or shall be deemed granted or transferred by either party to the other, and all intellectual property rights in and to the Product shall at all times remain vested solely in the QwenWork Service Provider, the Company, and/or their respective licensors or rights holders.
6. Indemnity
6.1 The Customer shall defend, indemnify, and hold harmless the Company, the QwenWork Service Provider, and their respective Affiliates, officers, directors, employees, and agents from all claims, losses, damages, and expenses (including reasonable attorneys' fees) arising out of: (i) any breach by the Customer of this Addendum or the Product Terms; (ii) any conduct through or attributable to the Customer's account; (iii) any violation of applicable laws or third-party rights by the Customer; or (iv) any fraud, intentional misconduct, or gross negligence of the Customer. The Company may control the defense and settlement of any such claims.
6.2 To the fullest extent permitted by law, any dispute between the Customer and any third party arising from the Customer's use of the Product is solely between them, and the Customer irrevocably releases the Company from all claims arising out of or connected with such dispute.
6.3 This Section survives termination or expiration of this Addendum.
7. Exclusion of Warranty
The Customer further acknowledges that:
7.1 The Company acts solely as a reseller of the QwenWork Subscription Service and makes no warranties, express or implied, regarding the Product, which is provided by the QwenWork Service Provider. All product-related warranties, disclaimers, and limitations of liability are set out in the Product Agreements.
7.2 The QwenWork Subscription Service and the Product are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, neither the Company nor the QwenWork Service Provider makes any express, implied, statutory, or other warranties, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, stability, accuracy, security, error-freeness, uninterrupted operation, or suitability for the Customer's requirements.
7.3 Without limiting the foregoing, neither the Company nor the QwenWork Service Provider warrants that: (1) the Subscription Service or the Product will always be available or uninterrupted; (2) the output content or execution results will be accurate, complete, reliable, or meet the Customer's expectations or industry standards; (3) the Product will identify, prevent, or avoid all security incidents, malicious inputs, or errors; or (4) third-party services will remain compatible, stable, or accessible.
7.4 The Customer shall not treat any output content or execution results as professional advice or factual guarantees. All decisions made by the Customer based on such output shall be at the Customer's own risk. The Subscription Service may be temporarily suspended for maintenance, upgrades, or operational reasons. The Company shall use reasonable efforts to provide advance notice of planned suspensions but shall not be liable for losses arising from service interruptions. The Company shall not be liable for payment failures or delays caused by third-party payment processors or banking systems. Neither party shall be liable for failure or delay in performing its obligations under this Addendum resulting from force majeure events beyond its reasonable control.
8. Limitation of Liability
8.1 To the maximum extent permitted by applicable law, neither the Company nor the QwenWork Service Provider shall be liable for any indirect, incidental, special, or punitive damages, including without limitation loss of profits, loss of goodwill, loss of data, business interruption, loss of anticipated savings, or losses caused by the Customer's own operations, equipment, network, or third-party causes. In the event that the Company or the QwenWork Service Provider is found liable for any reason, the total aggregate liability of the Company and the QwenWork Service Provider under this Addendum and any related orders shall not exceed the fees paid by the Customer to the Company for the QwenWork Subscription Service in the preceding twelve (12) months, which limitation the Customer acknowledges as a reasonable allocation of risk and an essential basis of the bargain between the parties.
9. Termination
9.1 The Company may immediately suspend or terminate the QwenWork Subscription Service and/or this Addendum if: (1) the Customer uses the Product outside the scope of this Addendum and/or the Product Agreements; (2) the Customer breaches any Relevant Laws; (3) a change in Relevant Laws makes continued performance unlawful or impracticable; or (4) the Customer engages in conduct that causes or may cause the Product to be suspended or terminated by the QwenWork Service Provider. Suspension or termination of the Subscription Service may affect the Customer’s access to and use of the Product, as governed by the Product Agreements.
9.2 Upon termination or expiration of this Addendum, all rights granted hereunder shall immediately cease and the Customer shall cease use of the QwenWork Subscription Service. The processing of Customer Data and any continued access to or use of the Product shall be governed by the Product Agreements. Provisions that by their nature are intended to survive shall survive.
9.3 If the QwenWork Subscription Service and/or this Addendum are suspended or terminated due to the Customer’s illegal, breaching, or infringing acts, fees already collected shall not be refunded, and the Customer shall compensate the Company, the QwenWork Service Provider, or third parties for any losses caused thereby.
10. Miscellaneous
10.1 This Addendum, together with the QwenWork Terms of Service, the QwenWork Privacy Policy, and the QwenWork Subscription Service Level Agreement, constitutes the entire agreement between the parties regarding the Product. In the event of any conflict between this Addendum and the Product Terms regarding the Product, this Addendum shall prevail with respect to the Product. The Customer shall read, understand, and agree to all Product Agreements, which form an integral part of this Addendum and have the same legal effect.
10.2 If the Customer's payment process involves services provided by third parties (such as payment providers), the Customer shall also agree to and comply with the agreements and rules binding such third parties. Disputes arising from such third parties and their services shall be resolved between the Customer and the third party, and the Company and the QwenWork Service Provider shall not bear any liability to the Customer or third parties in this regard.
10.3 The formation, validity, interpretation, performance, breach, termination, and dispute resolution of this Addendum shall be governed by the laws of Singapore, without regard to its conflict of laws principles. If any provision of this Addendum is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Any dispute, controversy, claim, or divergence arising out of or in connection with this Addendum, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall first be resolved through amicable consultation between the parties. If such consultation fails to resolve the dispute within thirty (30) days after the dispute arises, either party shall submit the dispute to the Singapore International Arbitration Centre (SIAC) for arbitration in Singapore in accordance with the SIAC Rules of Arbitration then in effect. The arbitration shall be conducted in English. The arbitral award shall be final and binding on both parties. The seat of arbitration shall be Singapore.
10.5 Neither party shall be liable for any failure or delay in performance under this Addendum to the extent such failure or delay is caused by force majeure events, including without limitation natural disasters, epidemics, war, terrorism, civil unrest, government actions, or other events beyond the reasonable control of the affected party.
10.6 All notices under this Addendum shall be given in writing and delivered to the addresses or methods specified by the parties. Notices sent by email or electronic messaging shall be deemed received upon transmission; notices sent by registered mail shall be deemed received upon the date of delivery as indicated by the postal receipt.
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