Terms of Use for Kingdee Website

1. SCOPE

Kingdee International Software Group (Singapore) Pte. Ltd. (“Kingdee”, “we”, “us” or “our”) has created, own, and operate multiple websites, including www.kingdee.com/global , www.kingdee.com/sg (each individually referred to hereunder as an “Kingdee Website” and collectively “Kingdee Websites”). The Kingdee Websites allow you (“You” or “Your”) and other Kingdee software experts, developers, users, and other interested parties (each, a “User” and collectively, “Users”) to engage in a variety of activities, such as finding information, purchasing and/or researching Kingdee and related software and services, obtaining support for Kingdee software and services, sharing information with Kingdee and third parties, posting comments, blogs, providing reviews, voting on prospective features, and engaging in conversations and activities related to Kingdee’s products and services. The Kingdee Websites also include information created and published by Kingdee (“Kingdee Materials”) and third parties (“User Content”), such as text, images, photographs, graphics, audio and video, data, code, and software (collectively, the Kingdee Materials and User Content are referred to as “Content”).

2. ACCEPTANCE OF TERMS

Your access to and use of the Kingdee Websites is subject to and governed by these Terms of Use (also referred to as “TOU”) including any additional or different disclaimers, legal notices, agreements, or terms and conditions that may apply to Your use of or access to any particular Kingdee Website, Kingdee Materials, or User Content. If there is a conflict between the terms in this TOU and any additional legal terms, such additional legal terms shall prevail and control.

This TOU, together with Our Privacy Policy accessible at the bottom of each Kingdee Website and all the other user guides, guidelines, notices, operating rules, policies and instructions or other documentation describing the features, functionality or operation of the Kingdee Websites supplied or made available by Kingdee for use with or in support of the Kingdee Websites, including without limitation any and all revisions, modifications, and updates to such the above-mentioned documentations made by Kingdee from time to time, (collectively, “Agreement”) forms a legally binding agreement between You and Kingdee.

Please note that this Agreement does not govern the use of any cloud solutions (e.g., Kingdee CG, etc.) provided by Kingdee and for which You are required to enter into a separate agreement. 

By accessing or using the Kingdee Websites, you acknowledge and agree that (i) you have read, understood, and agree to be bound by the terms of the Agreement, and (ii) you have the capacity and due authorisation to form a binding contract with Kingdee. If you do not agree to be bound by the Agreement, or do not have such capacity and due authorisation to enter into the Agreement, you may not access or use the Kingdee Websites. 

Kingdee may modify the Agreement to reflect changes in Kingdee’s business, applicable law, or for other reasons deemed necessary by Kingdee. If the terms of the Agreement change, Kingdee will provide notice, which may include, but is not limited to notice provided through the Kingdee Websites or a Kingdee user account. Except where prohibited by law, updates to the Agreement will apply once the changes have been posted or notice has otherwise been given. Changes to the Agreement will, however, not apply retroactively. If You do not agree to changes made to the Agreement, You must discontinue your use of the affected Kingdee Website, Kingdee Materials, or User Content.

3. Ownership of Website and License

The Kingdee Websites are owned by Us. Subject to the terms of the Agreement, Kingdee grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Kingdee Websites for your own and non-commercial purpose.

4. USER CONTENT/LICENSE TO KINGDEE

By posting, transmitting or uploading any User Content, including any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog on any Kingdee Website, You grant to Kingdee a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, world-wide, fully-paid up and royalty free license to use such User Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party. This license includes, without limitation, the irrevocable (subject to mandatory data protection requirements) right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide the User Content to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute any User Content or product; and to practice any method, embodying such User Content (including the right to sublicense any of the foregoing).

You represent and warrant to Kingdee that You have the right, title, and/or authority to grant such license to Kingdee. Kingdee may elect not to post or publish User Content that You submit. If Kingdee elects to post or publish Your User Content, Kingdee may in its sole discretion withdraw the posted or published User Content for any reason and without notice even if Kingdee has previously indicated to You that Kingdee might or will post the User Content You have submitted.

You acknowledge and agree that the relationship between You and Kingdee is not a confidential, fiduciary, or other special relationship. Kingdee shall have the right, but not the obligation, to use Your name, likeness, biography and other information about You that You have provided in connection with any use of the User Content You submit, and Kingdee may continue to use this information after any termination of your account or Your access to the Websites for the purpose of identifying the source of User Content that You previously submitted. Nothing in this TOU shall prohibit or restrict Kingdee’s right to create or obtain User Content or submissions similar to or competitive with the User Content that You have submitted.

5. USER ACCOUNT

In order to access certain features of the Kingdee Websites, you may be required to become a Registered User and access such features through your Account. For the purposes of the Agreement, a “Registered User” is a User who has registered an account on the Kingdee Websites for the use of such features (“Account”). 

In order to become a Registered User, you will be required to provide [your name, a valid email address, your mobile number and to create a password]. The information which you have provided to us for such Account creation may be accepted or rejected at our sole and absolute discretion. 

Kingdee may allow you to link your Account with, or otherwise access the Kingdee Websites using, your accounts on third party services , and other third-party services as Kingdee may permit from time to time) (“Third Party Account”). For the purposes of the Agreement, all references to “Account” shall include “Third Party Account”. 

In creating an Account, you agree to:

• provide true, accurate, current and complete information about yourself (the “Registration Data”);
• maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and
• not create an Account using a false identity or information, or on behalf of someone other than yourself.

You acknowledge and agree that you shall be solely responsible for maintaining the confidentiality and security of your Account and shall not allow another person to use your Account to access the Kingdee Websites. You shall immediately notify Kingdee via Privacy@kingdee.com.sg if you have reason to suspect that the confidentiality of your Account has been compromised, or if you suspect or become aware of any unauthorised use of your Account or any other breach of security. 

Notwithstanding the foregoing, you acknowledge and agree that any access to and/or use of the Kingdee Websites, any actions taken on, and all operations of, the Kingdee Websites, and any information, data or communications that occur under or through the use of your Account or are referable or traceable to your Account (including without limitation to any services accessed or activated, and any payments or purchases made under your Account) shall be attributable to you, and you shall be deemed to have taken such actions and shall be solely responsible for all such actions, even if you did not authorise such actions. Kingdee shall be entitled (but not obliged) to act upon and hold you responsible and liable for such action, as if such actions were carried out by you. You also agree to indemnify Kingdee entirely against any and all losses attributable to any access to and/or use of the Kingdee Websites referable or traceable to your Account.

Kingdee shall not be liable to you for any harm or loss arising from or relating to the theft of your Account, your disclosure of your Account, or the use of your Account by another person or entity.

Kingdee reserves the right to require you to provide additional Registration Data, change your password, temporarily or permanently suspend or terminate your Account, or impose limits on or restrict your access to and use of the Kingdee Websites with or without notice at any time for any or no reason including:

• if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Kingdeehas reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete;

• if Kingdee has reasonable grounds to believe you have violated, or are about to violate, the Agreement, including any incorporated agreements, policies or guidelines, or any applicable laws, or that your Accountmay have been compromised;

• if activities occur under your Accountwhich, in Kingdee’s sole discretion, would or might cause damage or losses to Kingdee or any users (whether yourself or other users), impair Kingdee’s ability to provide the Kingdee Websites, or infringe or violate any third party rights (including Intellectual Property Rights);

• if you declineto disclose such information required for the continued usage of the Kingdee Websites;

• in response to requests by law enforcement agencies or other governmental authority; or

• toaddress or respond to technical or security issues or problems, or to allow for repairs, maintenance or the introduction of new functionalities or services.

Kingdee shall not be held liable for any losses suffered by you arising out of or in connection with such suspension or termination of your Account.

You agree not to create an Account and/or use the Kingdee Websites if you have previously been banned from the Kingdee Websites by Kingdee.

You hereby acknowledge and agree that any or all data (including without limitation to user access data, user account data and transaction data) and communications via the Kingdee Websites may be monitored, captured, recorded and transmitted to the authorities as deemed necessary by Kingdee in its sole discretion and without further notice.

6. PERMISSIBLE USE OF KINGDEE WEBSITES AND CONTENT

The Kingdee Websites, the Kingdee Materials, and the User Content are for your non-commercial use, that is, your use must not be intended for or directed towards commercial advantage or monetary compensation. You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell the Kingdee Websites, Kingdee Materials, or User Content. You may, however, download, store, and display on your computer or other electronic device, solely to view, listen to, play and print Kingdee Materials and User Content; provided that: (a) the Kingdee Materials and User Content may only be used for informational, non-commercial purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner or media; and (b) the Kingdee Materials and User Content may not be modified or altered in any way, including any copyright notices.

You shall access and use the Kingdee Websites in compliance with the Agreement, and all applicable Laws, and shall not use the Kingdee Websites for any unlawful purposes or criminal activity.

You may not use the Kingdee Websites in any manner that could damage, disable, overburden, or impair any Kingdee server, or the network(s) connected to any Kingdee server, or interfere with any other party’s use and enjoyment of any Kingdee Website. You may not attempt to gain unauthorized access to or otherwise interfere with the performance, operation or functionality of any Kingdee Website, other accounts, computer systems or networks connected to any Kingdee server, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Kingdee Websites.

You agree not to use any Kingdee Website to:

• publish, upload, post, email, transmit or otherwise make available any User Content that (a) You do not have the right to make available (b) is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, pornographic, indecent, counterfeited, fraudulent, stolen, or racially, ethnically or otherwise objectionable; (c) infringes or violate any Intellectual Property Rights of any party(including without limitation making, transmitting or storing electronic copies of materials protected by Intellectual Property Rights without the permission of the owner), (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, (e) encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or codes of practice, or (f) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property (“Harmful Code”);
• make the Kingdee Websites(or any part thereof) available to, or use the Kingdee Websites (or any part thereof) for the benefit of anyone other than yourself;
• copy, adapt, modify, prepare derivative works based upon, transfer, publicly display, transmit, or otherwise exploit the Kingdee Websites, including any function or feature thereof;
• defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity or business integrity;
• impersonate any person or entity, including, but not limited to, anyKingdee official, Kingdee employee, or any other third party, or falsely state, declare or otherwise misrepresent Your affiliation with a person or entity;
• forge email headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Kingdee Websites;
• download any file or User Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;
• interfere with or disrupt the integrity, performance, operation or functionality of the Kingdee Websites, any information and content contained thereon, or the servers, or networks which support the Kingdee Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Kingdee Websites;
• violate any applicable local, state, national or international law and any regulations;
• harvest, collect, or store personal information or data of other users.
• use any manual or automated data gathering or extraction methods (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar tools) designed to scrape or extract informationand data from Kingdee Websites, including for text and data mining purposes. 
• access the Kingdee Websites in order to build a competitive product or service or otherwise to compete with Kingdee.
• reverse engineer, disassemble, or otherwise attempt to derive or gain access to the source code or infrastructure of the Kingdee Websites or any part thereof.
• attempt to probe, scan, or test the vulnerability of the Kingdee Websites, any Kingdee system or network or breach any security or authentication measures, or otherwise attempt to benchmark the Kingdee Websites or Kingdee’s performance of any services.
• remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Kingdee Websites, including any copy thereof.
• provide any competitor of Kingdee (including any employee or contractor of such competitor) with access to or use of the Kingdee Websites (or any part thereof), including by read-only access, direct access through your identification and password information, or otherwise.

7. TERMINATION OF USE

You agree that Kingdee may, in its sole discretion, at any time, terminate or limit your access to, or use of, any or all of the Kingdee Websites or any Kingdee Material or User Content. In the event You are in material breach of the Agreement, Kingdee may, at its sole discretion, suspend or terminate Your account, delete Your Content from the Kingdee Website, and refuse You any current or future use of a Kingdee Website without notice. Kingdee shall not be liable to You or any third party for any such suspension or termination.

If You wish to terminate your account, You may do so by submitting your request via email to Privacy@kingdee.com.sg. Please note that in the event that You elect to terminate your account, Kingdee has the right and may elect to continue to post and publish on the Websites personally identifying information associated with User Content that You have posted.

Upon any termination of your account:

• all rights and licenses granted to you shall cease, and you shall immediately discontinue your access and use of the KingdeeWebsites your account;
• your account and related information, files and content associated with or inside your account (or any part thereof), including your information and data, may be deleted from Kingdee’s database at Kingdee’s discretion. You acknowledge and agree that Kingdeewill not have any liability whatsoever to you for termination of your account or your information and data; and
• where applicable, you shall promptly pay all amounts due to Kingdeeas of the effective date of termination.  

8. KINGDEE CONTACT

Kingdee is not obligated to evaluate or provide any comments to You regarding User Content that You submit. At Kingdee’s sole discretion, Kingdee may contact You with critiques, updates, feedback, status or questions regarding your submission. In no event will any such contact or communication from Kingdee obligate Kingdee to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.

9. CONFIDENTIAL INFORMATION

You agree not to provide Kingdee or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for User Content clearly labeled as confidential that You upload into a Kingdee Website, any User Content that You send or upload to a Kingdee Website will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such User Content.

You agree not to reproduce any Confidential Information to which You are provided access through a Kingdee Website in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Kingdee or the third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of Kingdee or the third party that has prepared such information. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Kingdee Software or Kingdee Websites, or compete with Kingdee Software or Kingdee Websites in whole or in part. As used herein, ‘Confidential Information’ shall mean all trade secrets, Intellectual Property Rights, and other information Kingdee or third parties protect against unrestricted disclosure to others which is (i) either labeled Confidential and accessed through a restricted or non-public area of a Kingdee Website or pursuant to software downloads, or (ii) reasonably identifiable as confidential based on the type of information and the manner of its disclosure. As used herein ‘reasonable steps’ means those steps You and/or Your Company take to protect Your own Confidential Information, which shall not be less than the industry standard of care.

ALL USER CONTENT UPLOADED OR POSTED BY YOU TO A KINGDEE WEBSITE, SHALL BE AT YOUR OWN RISK, AND KINGDEE TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED OR POSTED INFORMATION BY ANY OTHER USER OF A KINGDEE WEBSITE.

10. USER DATA AND PRIVACY

Some of the Kingdee Websites require that You become a registered user. Before You can use these Kingdee Websites, You have to register with Kingdee and provide Kingdee with certain information, which may include personally identifiable information, such as your name and your email address (“Personal Data”). BY PROVIDING KINGDEE WITH PERSONAL DATA, YOU EXPRESSLY AGREE THAT KINGDEE MAY COLLECT, USE, STORE, DISCLOSE AND OTHERWISE PROCESS YOUR PERSONAL DATA FOR THE PURPOSE OF PROVIDING YOU WITH ACCESS TO THE KINGDEE WEBSITES AND RELATED ACTIVITIES AND COMMUNICATIONS IN WHICH YOU AGREE TO PARTICIPATE, OR AS OTHERWISE SET OUT IN KINGDEE’S PRIVACY POLICY.

You acknowledge and agree that:

• You are solely responsible for and agree to provide Kingdee with complete, true, and current User Data, and to keep Your UserData accurate and up to date. Kingdee does not monitor User Data transmitted by You through the Kingdee Websites, and shall not be responsible for such User Data;
• You are solely responsible for making sure that the disclosure and use of User Data through the means described herein does not violate any applicable lawsor infringe upon the rights of any third party.

You can always correct or update Your Personal Data. Furthermore, You may request information about Your Personal Data stored with Kingdee, or the correction (in case the relevant Website is not allowing You to correct or update Your information), or deletion of Your Personal Data by contacting Privacy@kingdee.com.sg. Please note that if You request the deletion of your account or Personal Data, You might not be able to further access and use the Kingdee Websites and Your User Content.

11. INTELLECTUAL PROPERTY RIGHTS

As used herein, ‘Intellectual Property Rights’ means all inventions, innovations, improvements, developments, methods, patents, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, know-how, trade secret or confidentiality rights, database rights, rights in software, trade and business names and brands, internet domain names, and any other intangible property rights including applications (whether pending, in process or issued) for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

You acknowledge and agree that all Intellectual Proprietary Rights to any Kingdee Software, the Kingdee Websites, Kingdee Materials, and User Content belongs to Kingdee or the third-party licensors of such Intellectual Proprietary Rights. Nothing in the Agreement shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any Kingdee Software, the Kingdee Websites, any Kingdee Materials, or any User Content for any reason, unless otherwise expressly permitted by the Agreement or by law. You hereby agree to assign and do assign to Kingdee (and Kingdee accepts such assignment) any modifications or derivative works of any Kingdee Software, the Kingdee Websites, and Kingdee Materials made by You in contravention of this limitation without remuneration of any kind.

12. RESPONSIBILITY FOR CONTENT AND LINKS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CONTENT SHALL BE AT YOUR OWN RISK. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. Kingdee does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Content provided by third parties on a Kingdee Website. Kingdee may remove any Content posted on a Kingdee Website at Kingdee’s sole discretion, but, if You believe that material that You hold the copyright on is being infringed upon on any Kingdee web site, please notify Kingdee.

Kingdee Websites may contain links to external websites. Kingdee shall not be responsible for the contents of any linked website, or any changes or updates to such websites. Additionally, Kingdee shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any software, content, goods or services available on or through any such linked website. Kingdee does not control and/or review the linked web-pages and the information provided by third parties.

13. USE OF KINGDEE AND THIRD PARTY SOFTWARE

Your access and use of any software or related documentation, including developer tools and sample code, and any application program interface information provided on a Kingdee Website (collectively “Software”) is governed by the software license agreement and related documents and terms (e.g., attachments, exhibits, order form, disclaimers, etc.) (“License Agreement”) that accompany such Software. You may not use or install any Software that is accompanied by a License Agreement unless and until You first agree to the terms of the License Agreement. You must not modify, decompile, or reverse engineer any Software, except to the extent expressly permitted by applicable law or the License Agreement.

In the event that any Software provided through a Kingdee Website is not accompanied by a License Agreement: the Software may be used solely for Your personal, informational, noncommercial purposes; the Software may not be modified or altered in any way; and the Software may not be redistributed.

All Kingdee Software is the copyrighted work of Kingdee. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works, including the Kingdee Software, is an infringement of the copyright holder’s rights.

14. INDEMNITY

You agree to indemnify and hold Kingdee, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors (collectively, “Personnel”) harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of a Kingdee Website, Your breach of the Agreement, any additional legal terms, or Kingdee’s Privacy Policy, Your unauthorized use of any Kingdee-owned Intellectual Property, or Your alleged violation of any other rights of a third party.

You further acknowledge and agree that any Personnel shall be entitled to rely on and enforce the indemnity in this section 10 as if such Personnel were a party to the Agreement.

15. EXCLUSION OF WARRANTIES

You acknowledge and agree that the Kingdee Websites and Content are being provided to You on an “AS IS” basis, with all faults. To the fullest extent allowable by law, Kingdee expressly disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory or otherwise, with respect to any Kingdee Website or Content, including without limitation to all warranties of availability, absence of errors or Harmful Codes, merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, timeliness or effectiveness, compliance with laws, and any warranties arising from a course of dealing or usage or trade. Statements and explanations on Kingdee Websites and Content in promotional material or on Kingdee Website and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features.

16. LIMITATION OF LIABILITY

Kingdee will not be liable or responsible in any way for any User Content posted on or linked from a Kingdee Website, including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content or other material accessed on or through any Kingdee Website and made available by a third party.

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, KINGDEE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF KINGDEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE A KINGDEE WEBSITE, KINGDEE SOFTWARE, OR KINGDEE MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY KINGDEE SOFTWARE, KINGDEE MATERIALS OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON A KINGDEE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON A KINGDEE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO A KINGDEE WEBSITE OR KINGDEE MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY KINGDEE AND IN CASE OF KINGDEE STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

You hereby acknowledge and agree that the indemnity under Section 14, the exclusion of warranties under Section 15 and the limitation of liability under Section 16 of this TOU and the allocation of risk therein are essential elements of the bargain in Kingdee’s provision of the Kingdee Websites, without which Kingdee would not have provided the Kingdee Websites or entered into the Agreement with you.

17.  GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed under the Laws of the Republic of Singapore. 

Any disputes arising out of or in connection with the Agreement or with respect to the validity or enforceability of the Agreement (“Dispute”) shall be resolved in accordance with the procedure set out in this Section 17.

• The Party raising a Dispute will first serve written notification of the Dispute (“Dispute Notice”) on the other party (each a “Disputing Party” and together the “Disputing Parties”).
• Within 14 calendar daysfrom the service of a Dispute Notice, senior representative(s) of each Disputing Party (who must have authority to negotiate and settle the issues in dispute) shall meet in Singapore (or another location agreed between the parties) to seek to resolve the Dispute by way of good faith discussions.
• If, within 21 calendar daysfrom the date of service of the Dispute Notice, the Dispute has not been resolved, the Disputing Parties shall refer the Dispute to, and such Dispute shall be finally resolved by, arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (the “Rules”), which rules are deemed to be incorporated by reference in this Section.

(i) The tribunal shall consist of one (1) arbitrator, unless the amount claimed is SGD3,000,000 or more, in which event the number of arbitrators shall be three (3).

(ii) The seat of the arbitration shall be Singapore.

(iii) The language of the arbitration shall be English.

(iv) The law governing this arbitration agreement shall be Singapore law.

18. SURVIVAL

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of the Agreement shall remain in full force and effect, including without limitation to Section 7, Section 9, Section 14 to Section 27 of this TOU. 

19. WAIVER AND SEVERABILITY

The failure of Kingdee to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. To the extent that any provision in the Agreement shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make the Agreement as modified, legal and enforceable under applicable laws and the balance of the provisions of the Agreement shall not be affected thereby.

20. ENTIRE AGREEMENT

The Agreement represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.

21. NO THIRD-PARTY BENERICIARIES

No third party who is not a party to the Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in the Agreement) shall have any rights to enforce or rely upon any of the provisions of the Agreement.

22. PARTNERSHIP  

Neither you nor we shall, by virtue of the Agreement, be deemed to be a partner or agent of each other, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it is agreed that each party will be responsible only for its obligations under the Agreement, and neither party shall be authorised to represent or bind the other to any other person.

23. NOTICES  

Where Kingdee requires that you provide an e-mail address, you are responsible for providing Kingdee with your most current e-mail address. In the event that the last e-mail address you provided to Kingdee is not valid, or for any reason is not capable of delivering to you any notices required / permitted by the Agreement, Kingdee’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. All notices or other communications given to you will be deemed received by you on (a) if sent via any print or electronic media that we select, the date of publication or broadcast, (b) if sent by post, or left at your last known address, the day after such posting or on the day it was left at your last known address, or (c) if sent by email, the time at which the email was sent by us. You may only send us notices in writing to our designated address or email address. We shall be considered as having received such notice only upon receipt. Though we endeavour to respond to customer notices as swiftly as we are able, we cannot promise to always answer with consistent speed. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications which we provide to you electronically satisfy any legal requirement that such communications be in writing. You further waive any rights under any legal requirement in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records.

24. NO CONTRA PROFERENTUM RULE

You acknowledge and agree that prior to accessing or using the Kingdee Websites, you have had the opportunity to seek, or have sought the advice of independent legal counsel, and have read and understood all of the terms and conditions of t the Agreement and its legal effect. The Agreement shall not be construed against Kingdee because Kingdee drafted its provisions, and any rule of construction that a document shall be construed against the drafting party shall not apply to this Kingdee.

25. CUMULATIVE RIGHTS AND REMEDIES

Unless otherwise provided under the Agreement, the provisions of the Agreement and our rights and remedies under the Agreement are cumulative and are without prejudice and in addition to any rights or remedies we may have at law or in equity, and no exercise by us of any one right or remedy under the Agreement, or at law or in equity, shall (save to the extent, if any, expressly provided for in the Agreement or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.

26. ASSIGNMENT

The Agreement shall be binding upon and inure to our and your benefit, and any of our and your successors and permitted assigns. You may not assign or transfer any of your rights, benefits or obligations under the Agreement without our prior written consent. No assignment shall relieve or discharge you of any of your obligations or liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.

We shall be entitled, in our discretion, to delegate or subcontract the performance of any of our functions in connection with the Kingdee Websites and our performance of our obligations under the Agreement, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we deem appropriate.

27. LANGUAGE

The Agreement is made in the English language only, and any translation of these terms and conditions in another language shall not be binding upon the parties.

Revised and posted as of July 18, 2025