{"service":{"name":"DingTalk","url":"https://page.dingtalk.com/wow/dingtalk/act/service-en-lite","lang":"ENG","sector":"Work","hq":"China","hq_category":"Other","is_public":"Indirectly public","is_paid":"Optionally paid","date":"11.05.2020"},"document":{"title":"","text":"DingTalk Terms of Service\nVersion Date: May 11, 2020\n \nWelcome to DingTalk!\n \nNotice: Before using the Services (defined below), please carefully read these Terms of\nService (the “Agreement”), especially the terms exempting or limiting DingTalk’s liabilities and the\nterms on dispute resolution and governing laws, as this Agreement will govern your use of the Services\nand also the relationship between you and us. In these Terms of Service, “you”, “your” and “User”\nmean an end user of the Services and the words “DingTalk”, “we”, “our” and “us” refer to DingTalk\n(Singapore) Private Limited.\n \nBy providing your information in response to any part of the application process, signing up for or\nusing any part of the Service, and/or completing any registration or activation procedures, you\nrepresent that you have fully read, understood and accepted all terms hereof, and agree that the\nAgreement shall be legally binding on you. The most current version of the Agreement may be found\nin DingTalk App under Settings -> About DingTalk ->ToS or by the linkage at\n https://page.dingtalk.com/wow/dingtalk/act/service-en-lite?wh_biz=tm. You undertake to accept and\ncomply with the provisions of the Agreement, and shall not claim that the Agreement is invalid or\nrequest to annul the Agreement on the ground that you have not read the contents of the Agreement or\nhave not received DingTalk’s reply to your inquiries or otherwise.\n \nIn accordance with the terms of this Agreement, we have the right to from time to time amend the\nAgreement. If you continue to use any part of the Services following such notice, you agree to be bound\nby the terms of the Agreement as so amended.\n \n1. DEFINITIONS\nIn the Agreement, unless the context otherwise requires, the following expressions shall have the following\nmeanings:\n1.1 Account: means such account created for access and/or use of the Application;\n1.2 Administrator Account: means an Account with administrative privileges for use by a corporate entity;\n1.3 Applicable Laws: means, with respect to any person, any and all applicable constitutions, treaties,\nconventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of\ncommon law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements\nof or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial\nauthorities or bodies (including without limitation, any relevant stock exchange or securities council) or any\ncourt, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified\nfrom time to time, and to which such person is subject, including without limitation such of the foregoing as\nrelates to anti-money laundering and counter-financing of terrorism;\n1.4 Application: means the software application branded as “DingTalk” and any web version of the same;\n1.5 Content: means any information, data, text, messages, images, or other materials;\n\n1.6 DingTalk APP Center：means such part of the Application that allows Users to install and/or access\nthird party applications;\n1.7 DingTalk Group：means a workspace on the Services dedicated to a particular User;\n1.8 DingTalk ID：means the unique login identification name which identifies a User who has an Account;\n1.9 DingTalk Privacy Policy：means the privacy policy applicable to the Services and available in\nDingTalk App under Settings -> About DingTalk App -> PP or by the linkage\nat https://page.dingtalk.com/wow/dingtalk/act/privacy-en-lite?wh_biz=tm;\n1.10 Intellectual Property Rights：means throughout the world and for the duration of the rights:\ni. patents, trademarks, goodwill, service marks, logos, get-up, trade names, brand names, internet domain\nnames, rights in designs, copyright (including rights in computer software) and moral rights, database\nrights, semi-conductor topography rights, utility models, trade secrets, inventions, confidential,\nbusiness, scientific, technical or product information and other intellectual property rights, in each case\nwhether registered or unregistered and including applications for registration, and all rights or forms of\nprotection having equivalent or similar effect;\nii. any other rights resulting from intellectual activity in the cybersecurity, commercial, industrial,\nscientific, literary and artistic fields and whether dealing with manufactured products or services;\niii. rights under licences, consents, orders, statutes or otherwise in relation to a right under sub-paragraph\n(a) above;\niv. rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (c) which now or\nin the future may subsist; and\nv. the right to sue for infringements of any of the foregoing rights.\n1.11 Loss: means all liabilities, costs, expenses, damages and losses (including but not limited to any direct,\nindirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs\n(calculated on a full indemnity basis) and all other professional costs and expenses);\n1.12 Member: means a User that belongs to a particular DingTalk Group;\n1.13 Personal Data: has the meaning ascribed to it in the DingTalk Privacy Policy;\n1.14 Publisher: means a third party providing a Third Party Service;\n1.15 Publisher Terms: is defined in Clause 3;\n1.16 Services: means the Application and any websites, hardware, services and functionalities in connection\ntherewith provided, operated and/or managed by DingTalk, including without limitation the DingTalk official\nwebsite (dingtalk.com), DingTalk Open Platform (open.dingtalk.com), DingTalk APP Center\n(appcenter.dingtalk.com), DingTalk DRP platform (open-drp.dingtalk.com), DingTalk Community\n（dingding.xin), DingTalk smart hardware (such as DingTalk M2 Smart Receptionist, DingTalk M1 Smart\nAttendance Machine, DingTalk C1/C1B Smart Communication Center, DingTalk P1 Printer Box) and other\nthird party services and/or hardware that are integrated with the foregoing;\n1.17 Third Party Services: is defined in Clause 1; and\n1.18 User Content: means any Content that is uploaded, posted or otherwise transmitted by you to or via the\nServices.\n \n2. CONTENTS AND EFFECT OF THIS AGREEMENT\n2.1 DingTalk may impose such further terms and conditions and make such amendments to the Agreement as\nDingTalk in its sole and absolute discretion deems fit from time to time. Upon at least 7 day prior notice on\n\nthe DingTalk official website (www.dingtalk.com), the amended Agreement shall immediately supersede the\noriginal Agreement and take effect. If you disagree with any amendment, you shall immediately stop using\nthe Services. You further agree that if you continue to use and/or access the Services after being notified of\nsuch amendments to the Agreement, such use and/or access shall constitute an affirmative: (i)\nacknowledgement by you of the Agreement and its amendments; and (ii) agreement by you to abide and be\nbound by the Agreement and its amendments. DingTalk’s right to vary the Agreement in the manner\naforesaid may be exercised without the consent of any person or entity who is not a party to the Agreement.\n \n3. LICENCE TO USE APPLICATION\n3.1 DingTalk grants you a non-transferable, non-exclusive, personal, limited, non-sublicensable license to\ninstall the Application on your personal mobile communication device(s) and use the Application in\naccordance with the Agreement. All other rights not expressly granted in the Agreement shall be reserved by\nDingTalk and your exercise of these rights shall be subject to the prior written consent from DingTalk. In no\nevent shall the aforesaid license granted be deemed to be a transfer of part or all of DingTalk’s Intellectual\nProperty Rights to you.\n3.2 For the avoidance of doubt, DingTalk shall not at any time be obliged to provide any adaptations,\nenhancements and/or modifications to the Application, including without limitation any updates, patches,\nbug-fixes and/or upgrades to the Application, or any new versions and/or releases of the Application which\nincorporate new features or functions.\n3.3 You may not under any circumstances: (i) copy, sell, resell, assign, licence, distribute, transmit, publicly\ndisplay, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the\nApplicationor any part thereof in any form by any means; (ii) adapt, modify, decompile, disassemble,\nlocalise, port and/or reverse engineer the Applicationor any part thereof; (iii) remove, obscure or destroy any\ncopyright, trade secret, proprietary or confidential legends or marking of DingTalk placed upon or contained\nwithin the Application; (iv) prepare or develop derivative works based on the Application; and/or (v) use the\nApplicationfor any purpose other than those permitted under the Agreement. Any breach of the aforesaid\nrestrictions shall result in immediate and automatic termination of all rights and licence granted hereunder.\nThe use restrictions set out herein shall survive the termination of the Agreement.\n \n4. SCOPE OF SERVICES\n4.1 Without prejudice to the other provisions of the Agreement, if you have registered to use one or more of\nthe Services but you use other Services with the same Account, this Agreement automatically also applies to\nyour use of these additional Services.\n4.2 The Services include various technical functions such as address book management, conference calls and\nunread messages notifications. DingTalk has the right, at any time and from time to time, to change, upgrade,\nmodify, terminate, withdraw or transfer the Services or any part thereof and/or any functions and applications\nat any time at its sole and absolute discretion. Such right shall also extend to any Publisher offering such\nfunctions. You agree that DingTalk is not required to notify you of, and will not be liable to you or any\nPublisher for, such change, upgrade, modification termination, withdrawal or transfer. DingTalk may in its\nsole and absolute discretion publish such changes, upgrades, modifications or transfers on the DingTalk\nofficial website (dingtalk.com).\n4.3 If you are a corporate entity, you may apply for an Administrator Account by providing appropriate\nwritten authorization and such other supporting documents as DingTalk may require. Upon DingTalk’s\nprocessing of your application, you may use the Administrator Account to upload and manage your DingTalk\nGroup and invite other Users to join the DingTalk Group.\n4.4 If you accept an invitation to become and remain a Member during your use of the Services, you are\nentitled to use certain functions provided by the Application in relation to such DingTalk Group and its\nMembers which will depend on inter alia the level of access granted to you by the relevant Administrator\n\nAccount. You hereby authorize the aforesaid Administrator Account to manage all aspects of your\nmembership in the DingTalk Group, including but not limited to modifying your level of access to various\nServices, and you undertake to use the Services within the scope of access granted to you by that\nAdministrator Account in addition to compliance with the Agreement.\n4.5 Use of the Services requires one or more compatible devices, Internet access (fees may apply), and\ncertain software (fees may apply), and may require obtaining updates or upgrades from time to time. As use\nof the Services involves hardware, software, and Internet access, your ability to access and use the Services\nmay be affected by the performance of these factors. High speed Internet access is recommended. You\nacknowledge and agree that such system requirements, which may be changed from time to time, are your\nresponsibility, and are to be procured at your own cost and expense.\n \n5. REGISTRATION AND ACCOUNT MANAGEMENT\n5.1 You hereby represent and warrant that you have the full legal capacity, power, authority and right to enter\ninto and exercise your rights and perform your obligations under the Agreement. If you are not such an\neligible user, please do not use the Services. Without prejudice to its other rights and remedies at law whether\nagainst you and/or your guardian (as applicable), DingTalk has the right to suspend or close your Account\nand claim Losses incurred by it against you and/or your guardian (if applicable). If you register an Account\nor use the Services on behalf of a corporate entity, you hereby represent and warrant that you have been duly\nauthorized and have the right to represent and bind such corporate entity to the terms of the Agreement.\n5.2 At the time of registration, you may use your mobile phone number and/or any other information\nacceptable to DingTalk for identification or verification in relation to your Account registration. In any event,\nyou shall ensure that all information provided to DingTalk is and remains true, accurate and complete and\nthat you have not withheld any relevant information.\n5.3 DingTalk may, upon processing your application, assign a DingTalk ID to you. You may set the DingTalk\nID only once and it cannot be changed once it is set. You understand and agree that the Account name,\nDingTalk ID, icon, profile and other information set by you shall not include any illegal or offensive\ninformation, and that you shall not impersonate any other person or entity, register an Account for another\nperson or entity without his/her/its consent, adopt a DingTalk ID that is confusingly similar to another\nDingTalk ID, or use usernames that may infringe upon the rights or interests of others (including but not\nlimited to infringement of a third party’s trade mark or other similar rights). Without prejudice to any other\nrights or remedies of DingTalk, upon any breach of this clause of the Agreement, DingTalk has the right to\nreject your registration, terminate the provision of Services to you and/or cancel your Account and/or\nDingTalk ID, with any and all Losses incurred therefrom solely borne by you.\n5.4 DingTalk may require that you comply with security procedures prescribed by it from time to time to\naccess your Account. You hereby undertake to keep your Account and any security credentials (for example,\npasswords) secure and not disclose such credentials to any third party or allow a third party to use the same.\nDingTalk shall deem all activities undertaken in respect of any Account following any successful login to the\nAccount with the use of such credentials to have been carried out by you, and you agree to be bound by and\nliable for all such activities.\n5.5 You understand and agree that the ownership of the Account (including account on client and\nAdministrator Account, if applicable) shall belong to DingTalk and you only have the right to use such\nAccount subject to the terms of the Agreement. The right to use an Account shall only be vested in the\noriginal applicant for registration and shall not be transferred or provided to others in any manner, and\nDingTalk has the right upon the breach of this Clause 5.5 to repossess such Account immediately without\nfurther notice and any and all Losses caused by the deletion and loss of all data and information generated\nduring your use of the Services shall be solely borne by you.\n5.6 After your successful registration, DingTalk will confirm your identity, in particular your DingTalk ID,\npassword, cell phone number, SMS check code, ID number and other biometric information. By providing\nsuch information, you acknowledge and agree to DingTalk using such information to verify your Account\nfrom time to time, including where you use a new device to access the Services. You shall keep your device,\n\nDingTalk ID and password and/or identity information secure and be liable for all activities (including but\nnot limited to clicking “Accept” in relation to agreements online, purchasing Services, sharing information or\nContent, initiating conference calls) carried out by using such Account and password and/or identity\ninformation. For avoidance of doubt, all actions referable to your Account and/or DingTalk ID shall be\ndeemed to have been undertaken by you, whether or not actually undertaken by you. You further agree and\nacknowledge that where you choose to activate any Service or functionality that will require your biometric\ninformation, DingTalk will rely on information, tokens or certificates generated by third party hardware or\nsoftware service providers (such as the manufacturer of your mobile phone), and DingTalk has no\nresponsibility or liability for verifying the accuracy or reliability of such information, tokens or certificates.\n5.7 You undertake to notify DingTalk immediately if your security credential or Account is used without\nauthorization or in case of any other security breach, and to the maximum extent permitted under applicable\nlaw, you agree and acknowledge that DingTalk will not be liable for any Loss caused under such\ncircumstance. Unless otherwise required by applicable laws and only with the consent of DingTalk, your\nDingTalk ID and password may not be assigned, transferred or shared in any manner.\n5.8 You understand and agree that if you fail to log in to the Application for 12 consecutive months after\nregistration of the Account, DingTalk has the right to terminate your Account and it shall not be liable for\nany Losses resulting therefor. In such event, your DingTalk ID will be recycled and DingTalk may make the\nsame DingTalk ID available to other users.\n5.8 If you deregister the Account and/or stop using Services, or if at any time DingTalk exercises its rights to\nsuspend or terminate your Account for any reason whatsoever, DingTalk has the right to permanently delete\nall Content, data and information associated with the Account, including but not limited to deletion of the\nsame, and shall not be liable to you for any Losses resulting therefrom, nor shall DingTalk be obliged to\nretrieve such data or information for you. If the Account is an Administrator Account, DingTalk has the right\nto:\na. cancel and delete such Administrator Account and all information associated thereto (including any\ncontact list);\nb. terminate its relationship with the relevant User using that Administrator Account;\nc. delete the contact list of the relevant User; and\nd. terminate the rights and interests granted to any User by the Administrator Account.\n \n6. SERVICES USE REGULATIONS\n6.1 You fully understand and agree that DingTalk only provides a service platform to the User and you shall\nbe responsible for all acts and omissions of each user using the Services. Accordingly, you understand that\nyour use of the Services may result in exposure to the risks of illegal or improper conduct (or information) of\nothers, and you shall judge and act on your own and assume the corresponding risks. You agree and\nacknowledge that DingTalk is not responsible for content posted or made available by Users via DingTalk or\nthe Services.\n6.2 You must comply with DingTalk’s notices, guidelines and operating rules and policies pertaining to the\nuse of the Service which DingTalk issues from time to time. These notices, guidelines and operating rules\nand policies will generally be issued to you via email and/or publication on DingTalk’s websites or such\nother method of notification as may be designated by DingTalk, which you acknowledge shall be sufficient\nnotice for the purpose of this clause.\n6.3 Unless otherwise specified, the Services hereunder shall be used for non-commercial purposes only. You\nundertake not to duplicate, copy, sell, resell or use any part of the Services or the use or acquisition thereof\nfor any commercial purposes including but not limited to advertising.\n6.4 You undertake not to use, or permit any Member to use, the Services for any illegal or improper actions,\nincluding but not limited to:\na. uploading, transmitting or sharing information containing any content which:\n\ni. jeopardizes national security, divulges national secrets, subverts state power, or sabotages\nnational unity;\nii. incites ethnic hatred or discrimination, or undermines ethnic solidarity;\niii. violates national religious policies, or propagates evil cults or superstition;\niv. disturbs public order, or sabotages social stability;\nv. encourages obscenity, eroticism, gambling, violence, murder, terror or instigates crimes;\nvi. actions that do or is intended to harm, disable, destroy or adversely affect performance of the\nServices in any way or which do or is intended to harm or extract information or data from other\nhardware, software or networks of DingTalk or other Users;\nvii. insults or defames others, or infringes upon the lawful rights and interests (including without\nlimitation Intellectual Property Rights) of others;\nviii. is false, fraudulent, harmful, coercive, encroaching on privacy of others, harassing, infringing,\nslandering, vulgar, obscene, grossly harmful, blasphemous, defamatory, pornographic,\npedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable,\ndisparaging, relating or is otherwise morally disturbing or unlawful in any manner; or\nix. is otherwise restricted or prohibited by applicable laws, regulations, rules, ordinances and codes;\nb. pretending to be any other person or organization, or falsely representing or fraudulently claiming to be\nrelated to any other person or organization;\nc. building or benchmarking a competitive product or service, or copy any features, functions or graphics\nof the Services;\nd. fabricating titles or otherwise manipulating the identification materials to mislead others to believe that\nyour User Content originates from DingTalk or its affiliates;\ne. uploading, transmitting or sharing any User Content known by you under any law or agreement or\nstatutory provision (e.g., internal materials and proprietary and confidential data obtained or disclosed\ndue to any employment relation or under any confidentiality agreement) which you are not authorized\nto upload, transmit or share;\nf. uploading, transmitting or sharing User Content that infringes infringing any third party’s Intellectual\nProperty Rights;\ng. stalking or otherwise harassing others, or sending a large amount of information to your contacts or\nother Users through the Services;\nh. uploading, transmitting or sharing any advertisement, marketing information, promotional materials,\n“spam”, “chain letters”, “direct sale” or solicitation materials in any other form, except to the\ncommunity or by the function exclusively for the foregoing purposes;\ni. using the Services in violation of any DingTalk policy or in a manner that violates Applicable Laws,\nincluding but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations\nand laws requiring the consent of subjects of audio and video recordings;\nj. using the Services in critical sectors for which the Services are not designed, including but not limited\nto nuclear facilities, military, transportation and telecommunication. DingTalk will not be legally liable\nfor any personal injury or death, property loss or environmental disruption caused by failure of the\nforegoing operations due to the Application or Services;\nk. any act beyond the ordinary communications, whether internal or external, between friends or Users;\nl. adding other Users as friends, inducing other Users to add you as their friend or otherwise befriending\nother Users (including but not limited to forming unilateral and bilateral friend relations, the same\nbelow) for purposes beyond the ordinary communications, whether internal or external, between\nfriends or Users (including but not limited to sending advertisements, spam, harassing information or\ninformation violating laws and regulations); and\nm. sending a large amount of information to your friends or other Users through the Services.\n6.5 You undertake not to do any of the following acts:\na. uploading, posting, emailing or otherwise transmitting any software virus or other computer code, file\nor program that disrupts, damages or restricts the functions of any computer hardware, software or\ntelecommunication device;\nb. disrupting or damaging the Services or the servers and networks connected to the Services, or violating\nany regulations, procedures, policies or codes relating to the networks connected to the Services;\nc. adding, deleting, reducing or altering the Application by modifying or fabricating directives and data in\nits running process, or operating or distributing to the public the software and methods applied for the\nabove purposes, whether for commercial purposes or not;\n\nd. logging in to or using the Application and Services via any third-party software, plug-in or system that\nis not developed or authorized by DingTalk, or producing, publishing or spreading above tools; or\ne. disrupting the Application or its components, modules and data on your own or by authorizing others\nor through using third-party software.\n6.6 You agree and accept that DingTalk is not required to monitor the data and Content uploaded, transmitted\nor shared by you in real time. DingTalk has the right to monitor, review and supervise your use of the\nServices and take corresponding actions, including but not limited to deleting information, suspending or\nterminating the Services, and reporting your actions to the relevant authorities.\n6.7 You undertake not to use the Services in any form detrimental to DingTalk’s business interests, or engage\nin any acts that may damage or be prejudicial to DingTalk.\n6.8 You understand and agree that, in the provision of the Services, DingTalk and its affiliates together with\nDingTalk’s authorized partners, may provide you with commercial advertisements or promotional or other\ninformation in commercial or non-commercial form. You remain solely responsible for verifying the\nauthenticity and reliability of such information. To the maximum extent permitted under applicable law, you\nshall bear all Losses you may suffer by your acting on or in connection with such advertisements or\ninformation, and DingTalk shall not be liable for the same.\n6.9 If you manage an Administrator Account, you may add and manage Members through the Account. You\nshall be responsible for the acts and omissions of such Members. You shall also be responsible for any\nconsequences resulting from any modifications to the Services provided to such Members by DingTalk\npursuant to your exercise of the administrative privileges of your Administrator Account, and shall\nindemnify DingTalk for all Losses resulting therefrom.\n6.10 If you use Alipay's red envelope function, payment and/or money transfer functions within the\nApplication, you shall comply with all applicable laws and shall not illegally use such functions for illegal\nactivities, such as gambling, fraudulent fund-rising, pyramid schemes and other illegal and criminal acts, or\nprovide assistance for illegal and criminal acts. You shall indemnify DingTalk for all Losses incurred by it\narising from or in connection with such acts.\n6.11 You shall be solely responsible for the lawful use of any and all Content you access via the Services, and\nshall be responsible for all risks arising out of using the Content, including risks arising from reliance on the\naccuracy, completeness or practicability of the contents. DingTalk cannot and will not assume any liability\nfor any Losses incurred by you due to the aforesaid risks.\n6.12 You shall comply with all Applicable Laws in your use of the Application, Services and Third Party\nServices, and you hereby warrant and represent that DingTalk will not be in breach of any Applicable Laws\nas a result of your opening, operating, accessing and/or using an Account, the Application, Services or Third\nParty Services or taking any other action directly or indirectly through your use of the same.\n6.13 You agree that DingTalk has the right to:\na. juxtapose or otherwise combine the User Content with any statements, notices, corrections and other\nmaterials as we deem fit, whether on the DingTalk platform or otherwise; and\nb. disable all or some Users' access to any User Content or any part thereof.\n6.14 If DingTalk discovers or receives reports from others that you have breached the Agreement, DingTalk\nmay in its sole and absolute discretion delete and/or block any Content you have made available on your\nAccount at any time without any notice, and take any further measures as it may see fit, including without\nlimitation to its rights and remedies at law, suspending, terminating or repossessing your Account, restricting,\nsuspending or terminating your use of all or part of the Services.\n \n7. SERVICES FEES\n\n7.1 You shall pay to DingTalk all fees imposed by the DingTalk from time to time in its sole and absolute\ndiscretion in respect of Services rendered to you provided that details of the charges are made known to you\nin writing or in any other manner DingTalk may determine. Such fees shall take effect from the date stated in\nsuch notice. If you disagree with such fees, you shall immediately cease all your use of the Services,\notherwise if you proceed to use the Services you shall be deemed to have agreed to bear the said fees.\n7.2 You shall bear all third party fees in connection with your use of the Services, including but not limited to\ncellphone data fees and telecommunication service fees.\n7.3 Where any Services are offered for free, it shall not constitute a representation by DingTalk that the same\nwill continue to be free of charge in the future. DingTalk has the right to inform you of the imposition of fees\nfor such Services and the means of payment via notification on the DingTalk official website or within the\nApplication with seven days’ advance notice. If you continue your use of such Services, you shall be deemed\nto have agreed to bear the said fees.\n7.4 You agree that all fees shall be due and payable by you at the times and in the manner specified by\nDingTalk from time to time in its sole and absolute discretion and via payment methods that are acceptable to\nDingTalk. All taxes, charges and other additional costs imposed in connection with such fees shall be borne\nby you.\n7.5 You understand and acknowledge that you will consume a small amount of data traffic in initiating one-\nparty or multi-party call using the Application.\n7.6 You understand and agree that, in using the voice service in the Application, DingTalk will provide the\nServices via the network provided by third party telecommunication operators, who, in some cases, may\nimpose certain fees on you (for example, you may be required to pay roaming charges when you are roaming\nin a different region).\n \n8. SPECIAL AUTHORIZATION\n8.1 Where DingTalk’s affiliates and/or business partners notify DingTalk that you are in breach of your\nobligations or undertakings to such affiliates and/or business partners, DingTalk has the right to immediately\ntake enforcement or other actions against you and/or your Account, including but not limited to suspension\nor termination of the provision of your Account or to your access to the Services or any part thereof, and to\nannounce your breach via the Application or the Services. You understand and agree that DingTalk is not\nrequired to verify any such notification with you or obtain your further consent to such actions, and DingTalk\nshall not be liable to you for such measures.\n8.2 If you breach the Agreement or other agreements concluded between you and DingTalk, DingTalk has\nthe right to inform DingTalk’s affiliates and/or business partners of such breach and require such affiliates\nand/or business partners to take enforcement or other actions against you and/or your Account, including but\nnot limited to requiring such affiliates and/or business partners to suspend or terminate the provision of any\nservices in whole or in part to you or your access to any services or any part thereof, and to announce your\nbreach in any websites they operate or control.\n8.3 You consent to the collection, use and disclosure of any personal data to, by or from any\nDingTalk affiliates and/or business partners for the purposes stated in this Clause.\n \n9. THIRD PARTY SERVICES\n9.1 The Application and/or Services may allow you to access, use and/or install third party applications and\nfunctions (collectively the “Third Party Services”). These include third party applications accessed through\nthe DingTalk APP Center and third party functions embedded in the Application such as Alipay red envelope\nfunction, payment and/or money transfer functions and the AliTranslation translation tools. Such Third Party\nServices may be subject to additional terms and privacy policies as may be prescribed by the relevant\n\nPublisher, which you should read, understand and accept before using the Third Party Service. DingTalk\nshall not be responsible for the privacy practices or policies of such Publishers.\n9.2 You understand and agree that the Third Party Services are provided by the relevant Publisher and not\nDingTalk. DingTalk shall assume no liability for your use of such Third Party Services.\n9.3 DingTalk does not perform any other testing and does not warrant or support the Third Party Services.\nThe Publishers are solely responsible for all aspects of the Third Party Services they publish, including\ncontent, functionality, availability and support. Publishers are required to provide their own terms of service,\nprivacy policy and support information (“Publisher Terms”). Users who access or download Third Party\nServices must enter into Publisher Terms directly with the Publisher.\n9.4 DingTalk is not responsible for the Third Party Services, their content, functionality, availability, or\nsupport. Third Party Services are hosted “as-is” and “as-available” and use of the Third Party Services is at\nyour own risk, subject to the Publisher Terms. Third Party Services may become unavailable or be removed\nby a Publisher at any time and any data stored in them may be lost or become inaccessible.\n9.5 DingTalk is not responsible for any data transferred to a Publisher, or for any transmission, collection,\ndisclosure, security, modification, use or deletion of any data by or through a Third Party Service. Publishers\nmay use your data as permitted in the Publisher Terms. Use of the Third Party Services may require your data\nto be transferred to the Publisher and by accessing and using the Third Party Service, You consent to the\ntransfer of your data by DingTalk as required by the Publisher. DingTalk does not support the Third Party\nServices. You should contact the Publisher for support or questions. DingTalk makes no representations and\ndisclaims all warranties, express or implied, regarding Third Party Services and reserves the right to remove\na Third Party Service from the Application at any time, in its sole discretion.\n9.6 You understand and agree that if DingTalk makes any adjustment, suspension or termination of the\nServices or any portion thereof that affects Third Party Services, DingTalk shall not be held liable for any\nLosses therefrom.\n9.7 You agree that your use of any Third Party Services may require DingTalk to transfer data relating to you\nand/or your Account to the relevant Publisher and you hereby consent to such transfer.\n \n10. SUSPENSION OR TERMINATION OF THE SERVICES\n10.1 You agree that DingTalk has the right to suspend, terminate or procure the suspension or termination of\nthe Services or Third Party Services or any portion thereof at any time for any reason whatsoever, without\nnotice to you.\n10.2 You understand and agree that DingTalk may, on a regular or irregular basis, carry out maintenance or\nservicing of devices, facilities, software and hardware with which the Services are provided, and that\nDingTalk shall assume no liability if the Services (whether paid or not) are therefore suspended for a\nreasonable period. DingTalk may make an announcement on its official website in advance where reasonable\nto do so.\n10.3 DingTalk may immediately suspend or terminate the provision of the Services or Third Party Services to\nthe User and request the User to make compensation for Losses if:\na. the User breaches the obligation of registration as provided in Clause 5;\nb. the User fails to pay the corresponding service fees for the use of paid network services; or\nc. the User violates the provisions of Clause 6 in respect of the use of Services.\n \n11. DATA PRIVACY AND CONFIDENTIALITY\n\n11.1 The DingTalk Privacy Policy explains how we treat your personal data and protect your privacy when\nyou use the Application and/or the Services. By using the Application and/or the Services, you consent to\nand agree to be bound by the DingTalk Privacy Policy, which you have read and understood.\n11.2 Certain products and/or services may be provided on a part of the Application via framing or via a third\nparty’s own website or webpage (to which you may be directed from the Application) and may be co-\nbranded with DingTalk’s logos or trademarks, even though they are not operated or maintained by DingTalk.\nYou acknowledge that any submission of Personal Data via such part of the Application or the third party’s\nwebsite or webpage shall be to the third party directly and not DingTalk and DingTalk shall not be deemed to\nhave collected any Personal Data submitted by you in such manner, and as if you have left the Application\nand visited such third party’s website or webpage. You further acknowledge that any collection, use and/or\ndisclosure of such Personal Data on such parts of the Application or the third party’s such website or\nwebpage shall not be governed by the DingTalk Privacy Policy but shall instead be subject to such terms and\nconditions as may be prescribed in the third party’s own privacy policy, which is accessible at the framed part\nof the Application on which the third party is providing its products and/or services or at the relevant part of\nthe third party’s website or webpage. DingTalk shall not be responsible for the privacy practices or policies\nof the third party. You are encouraged to learn about the privacy practices or policies of such the third parties.\n11.3 DingTalk may contract with one or more third parties to provide, maintain and host the products or\nservices on the Application. Therefore, any information you submit and/or any Content which you transmit\nmay be placed and stored on a computer server maintained by a third party. You acknowledge that such\ninformation or content may pass through and be stored in servers outside DingTalk’s control. You agree that\nDingTalk has no liability or responsibility for any such pass through or storage of the same.\n11.4 You consent to the collection, storage, communication and processing of any of your information by any\nmeans necessary for DingTalk to maintain appropriate transaction and account records and to the release and\ntransmission to and the retention by the relevant third party service providers and hosts of your information\nto enable your use of the Services.\n11.5 You acknowledge that all transmissions (whether by email or otherwise) to and from this Services\ncannot be guaranteed to be completely secure or error-free and the same could arrive late, be intercepted,\ncorrupted, lost, destroyed, or incomplete, or contain viruses and may not be received by the intended\nrecipient. Consequently, you understand that you should not post or transmit any private or confidential\nContent and/or information (whether yours or any third party’s) via the Services unless you want it to be\navailable publicly. You are aware that the Content transmitted by you may be subsequently forwarded to a\nthird party by the recipient. You further understand that as DingTalk cannot control or prevent the\ntransmission of your private or confidential Content by a third party, DingTalk cannot be responsible or held\nliable for the same. Accordingly, DingTalk does not warrant the privacy and/or security of any transmissions\n(whether by email or otherwise) to and from the Services.\n11.6 DingTalk has the right to determine at its discretion the maximum storage period of your data in the\nApplication and the Services the amount of maximum storage space to allocate to the same. You shall keep\nyour devices, Account, password, relevant information and Content safe. DingTalk will not be held liable for\nany lost or stolen data.\n11.7 Please refer to DingTalk Privacy Policy for other data privacy-related terms.\n \n12.INTELLECTUAL PROPERTY RIGHTS\n12.1 You understand and agree that unless otherwise stated by DingTalk, DingTalk owns or licences (as the\ncase may be) all Intellectual Property Rights in the Application and Services. You further agree that DingTalk\nowns all Intellectual Property Rights in all derivative works (including without limitation any reports, test\nresults and analyses) generated by the Services from the User Content.\n12.2 You undertake that unless authorized by DingTalk in writing you shall not (and shall not allow,\nencourage or facilitate any third party to) lease, lend, sell, distribute, copy, modify, repost, compile, release,\n\npublish, reverse engineer, decompile, or otherwise obtain the source code underlying the Application and/or\nServices\n12.3 You shall be solely responsible for User Content, including the form, content and accuracy thereof. You\nhereby grant to DingTalk a worldwide, non-exclusive, limited term licence of the Intellectual Property Rights\nin such User Content to access, use, store, reproduce, communicate to the public, export and display the User\nContent, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or\naddress service, security, support or technical issues; (c) as required by law or as permitted by the DingTalk\nData Policy; and (d) as expressly permitted in writing by You. You agree that DingTalk shall not be under\nany obligation of confidentiality to you regarding any such User Content transmitted to DingTalk using the\nPlatform unless otherwise agreed in a separate direct contract between you and DingTalk or required by law.\n12.4 The logo of DingTalk, “钉钉”, “钉三多“，“DingTalk”, “Ding” and other texts, graphs and combination\nthereof, as well as other logos, marks, product names and service names of DingTalk involved in the Services\nare all trademarks of DingTalk and its affiliates. Without the written authorization of DingTalk, you shall not\ndisplay, use or otherwise process any of the said trademarks in any way, or represent to others that you have\nthe right to do so.\n12.5 You understand that DingTalk may and you agree to authorize DingTalk to use your name, trademark\nand logo in the advertising and promotion only for the purpose of showing that you are our client or partner.\n \n13. NOTIFICATION OF INFRINGEMENT\n13.1 We reserve the right to investigate notices of copyright, trademark and other intellectual property\ninfringement in respect of Content and other material on the Services (“Infringing Material”) and take\nappropriate action.\n13.2 If you believe that your work has been used or copied in a way that constitutes infringement of your\nIntellectual Property Rights and such infringement is occurring on the Services, please notify us in writing\nimmediately in the form prescribed by applicable laws (“Infringement Notice”). All such Infringement\nNotices shall be sent to us addressed as follows:\nAttention: DingTalk User Operation Center \nAddress: Building No.5, 959 Gao Jiao Road, Yuhang District, Hangzhou, China, 311100\nEmail: dingtalkteam@alibaba-inc.com\n13.2 We will duly consider all Infringement Notices submitted in the above manner.  In return, you agree that\nyou shall not take any legal action or exercise any legal remedy you may have against us in respect of any\nsuch Infringing Material, unless you have first given us the Infringement Notice and sufficient opportunity to\nremove the Infringing Material, and thereafter we refuse or fail to remove the Infringing Material within a\nreasonable time.  Where we remove the Infringing Material in response to your Infringement Notice, you\nagree not to exercise and you hereby waive, any right of action against us under applicable law which you\nmay have in respect of any Infringing Material appearing on the Platform prior to such removal by us.\n13.3 You acknowledge and agree that we have no control and cannot undertake responsibility or liability in\nrespect of Infringing Material appearing on third party sites. \n \n14. DISCLAIMERS\n14.1 The Services are provided on an “as is” and “as available” basis. No warranty of any kind, implied,\nexpress or statutory, including but not limited to any warranties of title, non-infringement of third party\nrights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus\n\nor other malicious, destructive or corrupting code, agent, program or macros, is given in conjunction with the\nServices or any information, products and materials provided through the Services.\n14.2 Without prejudice to the generality of the foregoing, DingTalk does not warrant: (i) the accuracy,\ntimeliness, adequacy or completeness of the Services; (ii) that your use of and/or access to the Services, or\nthe operation of the Services, will be uninterrupted, secure or free from errors or omissions or that any\nidentified defect will be corrected; (iii) that the Services will meet your requirements or that the Application\nis free from any virus or other malicious, destructive or corrupting code, agent, program or macros; (iv) that\nuse of the Services by you will not infringe rights of third parties; or (v) that the products, services, materials\nand information provided through the Services are appropriate or available for use in your jurisdiction. In the\nevent that the laws of the jurisdiction you are in do not permit or impose restrictions on the access to any\ncontent on the Services, you shall forthwith discontinue access to such content or comply with such\nrestrictions (as the case may be).\n14.3 You acknowledge and agree that DingTalk does not warrant the security of any information transmitted\nby or to you using the Services and you hereby accept the risk that any information transmitted or received\nusing the Services may be accessed by unauthorised third parties and/or disclosed by DingTalk and by its\nofficers, employees or agents to third parties purporting to be you or purporting to act under your authority.\n14.4 You will not hold DingTalk or any of its officers, employees or agents responsible or liable, in contract,\ntort (including negligence or breach of statutory duty), equity or otherwise, for any such access or disclosure\nor for any Loss (whether direct or indirect, or whether foreseeable or not) suffered or incurred by you as a\nresult of any such access or disclosure.\n \n15. EXCLUSION OF LIABILITY AND INDEMNITY\n15.1 Under no circumstance shall DingTalk be liable for any failure of or delay in providing the Services\nowing to Internet connection failure, breakdown of computers, communication or other systems, power\nfailure, strike, labor dispute, rebellion, insurrection, riot, lack of productivity or production materials, fire,\nflood, storm, explosion, force majeure, war, government act, order from international or domestic court, or\nomission of a third party.\n15.2 DingTalk shall in no event nor for any reason whatsoever be liable, even if DingTalk has been advised\nof the possibility of such Loss, for any Loss, including direct, indirect, special, or consequential damage, or\neconomic loss, arising from or in connection with:\na. any access, use or the inability to access or use the Services or Third Party Services, including in\nconnection with any maintenance, breakdown, fault or non-availability of any part of the Service;\nb. your use or misuse of the Servicesor Third Party Services;\nc. any defect, error, imperfection, fault, mistake or inaccuracy with the Servicesor Third Party Services,\nits contents or associated services;\nd. errors or omissions in the Content (including User Content);\ne. the use of, access to, or denial of access to Content (including User Content);\nf. any system, server or connection failure, error, omission, interruption, delay in transmission,\nundeliverable messages, problem with your computer (or such other access or electronic device\nincluding but not limited to cellular telephones, smart phones and personal digital assistants), computer\nvirus or other malicious, destructive or corrupting code, agent program or macros;\ng. fees incurred by purchasing or obtaining any product, sample, data or information, or by conducting\ntransaction through the Servicesor Third Party Services, or by other alternative acts;\nh. unauthorized storage, modification or transmission of data;\ni. any services, products, information, data, software or other material obtained through the Services or\nThird Party Services, or through the use of the Servicesor Third Party Services or reliance on the\nServices or Third Party Services or the contents thereof;\nj. representation or act conducted by a third party through the Servicesor Third Party Services; or\nk. damages caused by other matters relating to the Servicesor Third Party Services, including negligence.\n\n15.3 You fully understand and agree that the Application and Services operate in an Internet based\nenvironment, hence the information and personal materials shared by you in the Services may be copied,\nreposted, modified without permission, or used for illegal purposes by others. You have been fully aware of\nsuch risks, and hereby acknowledge that you shall take such risks on your own, for which DingTalk shall not\nbe liable.\n15.4 You understand and agree that there might be risks in the use of the Services, including without\nlimitation being subject to any threatening, defamatory, objectionable, infringing (including without\nlimitation infringing the Intellectual Property Rights), anonymous or pseudonymous information from others,\nand you bear all Losses incurred by you in connection with such risks.\n15.5 The exclusions in this Clause 15 and the other provisions of the Agreement shall take effect to the\nfullest extent permitted by law. If for any reason DingTalk’s liability may not be so excluded, to the\nmaximum extent permitted under law, the maximum aggregate liability of DingTalk in connection with your\nuse or inability to use the Services and/or otherwise in connection with the Agreement or any breach thereof\nshall not exceed USD100.\n15.6 You shall indemnify and hold harmless and keep DingTalk indemnified in full against all and any Loss\nhowsoever arising which may be brought against or suffered or incurred by DingTalk arising from or which\nis directly or indirectly related to:\na. your access to and/or use of the Servicesor Third Party Services and/or any other person or entity's use\nof the Services or Third Party Services where such person or entity was able to access and/or use the\nServices or Third Party Services by using your DingTalk ID and/or Account (where applicable);\nb. where you have access to an Administrator Account, the acts and omissions of the Members of your\nDingTalk Group in connection with the Services and Third Party Services; and/or\nc. any breach or non-observance of any of the Agreement (including any warranty, representation and\nobligation therein) by you or by any other person or entity where such person or entity was able to\naccess and/or use the Servicesor Third Party Services by using your DingTalk ID or Account.\n \n16. LIABILITY FOR BREACH AND COMPENSATION\n16.1 If DingTalk discovers or receives reports from others that you have breached the Agreement, DingTalk\nshall without prejudice to its rights and remedies at law, have the right to delete and/or block your User\nContent at any time without any notice, and take such further measures as DingTalk deems appropriate in its\nsole and absolute discretion including without limitation restricting, suspending or terminating your use of\nyour Account and Services, restricting, suspending or terminating your use of all or part of the Services\n(including but not limited to terminating your relationship with the relevant DingTalk Group and/or\nMembers, deleting your contact list and restricting the addition of new Members to the relevant DingTalk\nGroup, message delivery or addition of new friends), and holding you legally liable thereto.\n16.2 You agree that if any claim or demand is made by any third party against DingTalk and/or its affiliates,\nor any Loss is incurred by DingTalk and/or its affiliates, due to or resulting from the information uploaded,\ntransmitted or share by you through the Services, your use of other functions of the Services, your breach\nhereof or your infringement of any rights or interests of others, you shall make full compensation (including\nwithout limitation reasonable attorney’s fees).\n \n17. EFFECTIVE NOTICE\n17.1 Any notice or other communication in connection with the Agreement:\na. may be given personally, by post, facsimile or electronically if sent to the address or facsimile number\nthen most recently notified by the recipient to the sender;\nb. if given personally, will be deemed to have been received upon delivery;\nc. if given by post, will be deemed to have been received on the second day following posting;\n\nd. if given by facsimile, will be deemed to have been received upon production of a transmission report\nby the machine from which the facsimile was sent which indicates that the facsimile was sent in its\nentirety to the facsimile number of the recipient; and\ne. if given by DingTalk to you electronically, will be deemed to have been received upon delivery (and a\ndelivery report received by DingTalk will be conclusive evidence of delivery even if the\ncommunication is not opened by you); and\nf. if given to DingTalk electronically, will be deemed to have been received upon being opened by us.\n \n18. MISCELLANEOUS\n18.1 The Agreement and use of the Services shall be governed by and construed in accordance with\nSingapore law. Any dispute arising out of or in connection with this contract, including any question\nregarding its existence, validity or termination, shall be referred to and finally resolved by arbitration\nadministered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration\nRules of the Singapore International Arbitration Centre (\"SIAC Rules\") for the time being in force, which\nrules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.\nThe Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.\n18.2 If any provision hereof is deemed invalid or unenforceable, such provision may be severed and the\nremaining provisions shall remain legally effective.\n18.3 You may not assign your rights under the Agreement without DingTalk’s prior written consent. You\nunderstand and consent that DingTalk may in its sole and absolute discretion transfer all of its rights and\nobligations herein to any third party.\n18.4 The Agreement will bind you and DingTalk and DingTalk’s respective successors in title and assigns.\nThe Agreement will continue to bind you notwithstanding any change in DingTalk’s name or constitution or\nDingTalk’s merger, consolidation or amalgamation with or into any other entity (in which case the\nAgreement will bind you to DingTalk’s successor entity).\n18.5 No failure or delay to exercise DingTalk’s rights under the Agreement shall operate as a waiver thereof\nnor shall such failure or delay affect DingTalk’s right to enforce its rights under the Agreement.\n18.6 DingTalk’s waiver of its rights hereunder in case of any negligence or breach hereof by the User shall\nnot be construed as its waiver of any other or subsequent similar breach by the User.\n18.7 This Agreement shall supersede all prior oral and written agreements, arrangements, undertakings and\ncommunications reached by the parties in relation to any matters hereof.\n18.8 You acknowledge and agree that DingTalk's records and any records of the communications,\ntransactions, instructions or operations made or performed, processed or effected through the Services or\nThird Party Services by you or any person purporting to be you, acting on your behalf or purportedly acting\non your behalf, with or without your consent, or any record of communications, transactions, instructions or\noperations relating to the operation of the Services or Third Party Services and any record of any\ncommunications, transactions, instructions or operations maintained by DingTalk or by any relevant person\nauthorised by DingTalk relating to or connected with the Services or Third Party Services shall be binding on\nyou for all purposes whatsoever and shall be conclusive evidence of such communications, transactions,\ninstructions or operations. You further acknowledge and agree that DingTalk’s decisions on all matters\nrelating to the Agreement will be in its sole and absolute discretion and will be final and binding on you.\n18.9 No person or entity who is not a party to the Agreement shall have any right under the Contracts (Rights\nof Third Parties) Act (Chapter 53B of Singapore) or other similar laws to enforce any term of the Agreement,\nregardless of whether such person or entity has been identified by name, as a member of a class or as\nanswering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted\nassignee or transferee of the Agreement.\n \n\n19. CONTACT INFORMATION\nYou may contact us via Mobile APP-Me-Help- My Customer Services to have online Consultation, or\nthrough e-mail: questions@service.dingtalk.com.\n \n \nJapan Addendum to DingTalk Terms of Service\nIn addition to, or in place of, the relevant terms of DingTalk Terms of Service above, the following additional\nterms (this “Addendum”) are applicable in respect of any users located in Japan. This Addendum forms part\nof DingTalk Terms of Service and any definitions used in DingTalk Terms of Service above shall have the\nsame meaning in this Addendum. Notwithstanding anything else in this Agreement, if there is any conflict or\ninconsistency between this Addendum and any terms in DingTalk Terms of Service above, this Addendum\nshall prevail only to the extent of the conflict or inconsistency.\n1. Clause 15.5 shall be replaced with the following provision.\nThe exclusions in this Clause 15 and the other provisions of the Agreement shall take effect except in the\ncases where DingTalk’s intentional act or gross negligence causes any Loss or damage to you, and to the\nfullest extent permitted by law, the maximum aggregate liability of DingTalk in connection with your use or\ninability to use the Services and/or otherwise in connection with the Agreement or any breach thereof shall\nnot exceed USD100.\n2. The following clause shall be added:\nYou consent that your personal information as defined in the Act on the Protection of Personal Information\n(Act No. 57 of 2003) may be transferred to any countries in which any provider of any Third Party Service or\nany other third parties DingTalk may have contract with operate their businesses including but not limited to\nSingapore.\n","paragraphs":null,"sentences":null},"annotations":[{"general_category":"Limitation of remedy clauses","name":"Limitation of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd","score":-1,"explanation":"Unlawful limitation of liablility for damages connected with the use of service, when the company limits its liability for at least one of the following: (a) personal injury or (b) non-performance against consumers or (c) intentionally caused damage"},{"general_category":"Limitation of remedy clauses","name":"Maximal threshold of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd_cap","score":-1,"explanation":"Everyone entitled to the damages connected with using the service may claim them only to a certain amount"},{"general_category":"Limitation of remedy clauses","name":"Limitation period","legal_ground":"art. 119 KC*****","code":"period","score":0,"explanation":"The ToS does not contain a clause described above"},{"general_category":"Limitation of remedy clauses","name":"No promises","legal_ground":"Article 8 Directive 2019/770","code":"as_is","score":-1,"explanation":"Presence of as-is clause. An \"as-is clause\" is a contractual provision that states that the work or product being provided by the developer or service provider is provided in its current condition, without any additional warranties or guarantees, except for those explicitly stated in the agreement. It serves to limit the developer's liability and makes it clear that the client accepts the work as it is."},{"general_category":"Limitation of remedy clauses","name":"Indemnification clause","legal_ground":"-","code":"indemn","score":0,"explanation":"Indemnification clause is present in ToS. An indemnification clause establishes obligation for one party (the indemnifying party) to compensate the other party (the indemnified party) for specific costs and expenses arising from third-party claims or direct claims."},{"general_category":"Dispute resolution clauses","name":"Choice of law other than user's domicile","legal_ground":"Article 6 Rome I****","code":"c_law","score":-1,"explanation":"The ToS provides that a law other than the law of the user's habitual residence will apply to disputes arising in connection with the contract"},{"general_category":"Dispute resolution clauses","name":"Choice of forum other than user's domicile","legal_ground":"Annex 1(q) Directive 93/13","code":"c_forum","score":1,"explanation":"Lack of choice of forum/\"you can bring claims in your place of domicile\""},{"general_category":"Dispute resolution clauses","name":"Mandatory arbitration","legal_ground":"Annex 1(q) Directive 93/13 + art. 385[3] pkt 23 KC","code":"arb","score":-1,"explanation":"The user is obliged to file a case before an arbitration court specified in the ToS, instead of suing the company with a traditional lawsuit."},{"general_category":"Dispute resolution clauses","name":"Class action waiver","legal_ground":"-","code":"class","score":1,"explanation":"Lack of class action waiver"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of contract","legal_ground":"Annex 1(j) Directive 93/13","code":"contr_chg","score":-1,"explanation":"When the company reserves the right to change the contract without a valid reason (the ToS state the company can always change the contract)"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of future prices","legal_ground":"partially Annex 1(j) Directive 93/13","code":"price_chg","score":0,"explanation":"When the company reserves the right to change the future price of services that were not yet supplied or enabled"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of service by the company","legal_ground":"Article 19 Directive 2019/770","code":"serv_chg","score":-1,"explanation":"When the company reserves the right to change the service without a valid reason (when the ToS state, that the company can always change the service or does not state any requriements at all). A service change is a situation, where a company unilaterally modifies the service, by changing existing design, adding or removing features, modyfing purpose of the service, etc."},{"general_category":"Unilateral alteration clauses","name":"Account deletion and unilateral termination of contract by the company","legal_ground":"Annex 1(g) Directive 93/13***","code":"acc_del","score":-1,"explanation":"When the company reserves the right to delete a user’s account without serious grounds or a notice period. By serious grounds we understood situations, where activity of the user was clearly illegal or violated crucial provisions of ToS. The notice period should be reasonably long, to allow the user preparation for termination of contract."},{"general_category":"Unilateral alteration clauses","name":"Transfer of contractual rights to another subject","legal_ground":"Annex 1(p) Directive 93/13","code":"transfer","score":-1,"explanation":"When the ToS allows for contractual rights’ transfer to another subject without user’s consent"},{"general_category":"Right to police the behaviour of users","name":"User content deletion","legal_ground":"partially inferred from Article 6 Directive 2019/770** & Article 17 DSA","code":"cnt_del","score":-1,"explanation":"When a company reserves a right to delete all content put in the service by the user without restrictions"},{"general_category":"Right to police the behaviour of users","name":"Account suspension","legal_ground":"partially inferred from Article 6 Directive 2019/770 & Article 17 DSA","code":"acc_sus","score":-1,"explanation":"When the company reserves the right to suspend a user’s account without serious grounds or a notice period"},{"general_category":"Regulatory requirements","name":"Internal complaint-handling system","legal_ground":"Article 17 DSA","code":"com_sys","score":-1,"explanation":"Lack of internal complaint-handling system that allow the user to file a complain on a decision made by the company concerning user's rights under the contract, before going to court or other institution. Information about a right to present the case to the court or other institution does not count."},{"general_category":"Regulatory requirements","name":"Retrieval of digital content by the user","legal_ground":"Article 16(4) Directive 2019/770","code":"cnt_retr","score":-1,"explanation":"Lack of clause ensuring the right to retrieve the digital content belonging to the the user after contract's termination."},{"general_category":"Various","name":"Excessive user content IP license ","legal_ground":"-","code":"IP","score":1,"explanation":"ToS contains an IP license to the content put in the service by the user that it states it is needed solely to perform the service or ToS lacks any IP license requirements"},{"general_category":"Various","name":"Discretional power to interpret the ToS","legal_ground":"Annex 1(m) Directive 93/13","code":"discret","score":0,"explanation":"Lack of discretional power clauses"},{"general_category":"Various","name":"Severability clauses ","legal_ground":"-","code":"sever","score":0,"explanation":"The ToS contains provisions that keep the remaining part of the contract in force in case a court declare one or more of its provisions unconstitutional, void, or unenforceable (severability clauses)"},{"general_category":"Various","name":"Right to incorporate user's feedback or suggestions without compensation","legal_ground":"-","code":"suggest","score":1,"explanation":"According to ToS, the company does not have a right to incorporate into the service user feedback or suggestions without compensation"}]}