Kingdee Software License Agreement
Effective As of：July 31，2023
Preface and
Preamble
Dear Customer, thank
you for choosing Kingdee software!
To protect your
rights and interests, please read the following carefully. Thank you!
Important - Please read
carefully:
The Kingdee Software License
Agreement (the "Agreement") is an agreement by and between you (the
User, including natural persons, legal persons, or other organizations) and Kingdee
Software (China) Co., Ltd. and its affiliates ("Kingdee" or
"we") in relation to the license of the software products described
herein. This Agreement will grant you the right to install and use Kingdee
software products and specifies related restrictions on you to protect
Kingdee's intellectual property rights and other legal rights, and sets forth
Kingdee's liabilities.
This Agreement describes your
rights and obligations and the prerequisites for your use of Kingdee software.
Please read this Agreement carefully before you purchase, download, install and
use Kingdee software products, and you are not authorized to download, install
or otherwise use Kingdee software products unless you have read and accepted
all of the terms hereof. By downloading, installing, using, registering and
logging into a Kingdee account, you agree to accept the terms hereof.
1. Scope of
Agreement
1.1 This
Agreement is deemed to be a supplement to and an integral and inseparable part
of the Kingdee User Agreement and the Privacy Policy. In the event of
any conflict between this Agreement and the foregoing, this Agreement shall
prevail.
1.2 The contents
of this Agreement also include relevant agreements, business rules, etc.
regarding Kingdee software products that may be issued by Kingdee from time to
time. Unless otherwise provided by applicable laws and regulations, the
above-mentioned contents shall become an integral part of this Agreement once
they are officially released, and you shall likewise comply with them.
2. Kingdee Software Products
2.1 For the purpose hereof,
Kingdee software products refer to enterprise management software developed by
Kingdee, including cloud service products, such as Kingdee Cloud Cosmic
(composable PaaS platform for enterprises), Kingdee Cloud Constellation (EBC
platform for large enterprises), Kingdee Cloud Galaxy (EBC platform for high
growth enterprises), Kingdee Cloud Stella (SaaS solution for small-sized
enterprises), EAS Cloud, s-HR, Kingdee Jindou Cloud (SaaS solution for SMEs),
Kingdee KIS Cloud, etc., as well as client products, and products in various
new forms to be developed in the future.
2.2 The functions of each of
Kingdee's software products or services may be implemented through websites,
clients, mobile applications, WeChat official accounts, applets, etc.
(including new forms that may emerge from future technological development),
and the specific implementation methods shall be subject to corresponding
product functional specification documents or implementation documentation.
2.3 Kingdee software products
are presented in, without limitation, the following forms:
2.3.1 Online cloud service
software;
2.3.2 Computer operating
programs and other related files (stored on floppy disks, CD-ROMs or other
magnetic media or downloaded from Kingdee’s official website);
2.3.3 Encryption cards (only
available for software products using hardware-based encryption technology);
2.3.4 Password envelopes
containing a CDKEY (only available for software products using software-based
encryption technology);
2.3.5 Smart cards (only
available for software products that use software-based encryption technology
and require the license file obtained during remote registration to be stored
on a smart card); and
2.3.6 Relevant information
(published via websites including kingdee.com, jdy.com, vip.kingdee.com, etc.,
or stored on paper or CD-ROMs).
2.4 You can legally use
Kingdee software products only if all of the following conditions are
satisfied:
2.4.1 Unless otherwise agreed
between Kingdee and you, you can obtain the right to use corresponding Kingdee
software product only after you have paid relevant fees, and a receipt
issued by Kingdee or its reseller is a prerequisite for you to obtain the right
to use Kingdee software product;
2.4.2 Except for software
products with hardware-based encryption technology, Kingdee software products
require user registration after installation, before they can be used as
official versions, otherwise they are only available as demo versions. To
ensure that you can use Kingdee software products legally, Kingdee may require
you to verify the identity of licensed users from time to time;
2.4.3 To ensure account and
transaction security, we will require you to complete real-name
authentication in accordance with relevant provisions of the Network
Security Law during the activation of the product usage rights, at which time you
will be required to bind the purchased software usage rights to a corporate or
personal account that has completed real-name authentication. At the
same time, in relevant customer support scenario after activation of the
product or service, we may require you to provide identity data and information
consistent with the authenticated account identity, and only after
passing such authentication and verification will you be eligible to use
relevant product or service;
2.4.4 For software products
that use hardware-based encryption technology, you will be required to have an
accompanying encryption card, subject to the conditions in 2.4.1 above;
2.4.5 For software products
using software-based encryption technology, subject to conditions 2.4.1, 2.4.2
and 2.4.3 above, you are required to hold a CDKEY passcode envelope;
2.4.6 For software products
that require the license file obtained during remote user registration to be
stored on a smart card, subject to conditions 2.4.1, 2.4.2 and 2.4.3 above, you
are required to have a smart card.
2.5 Obtaining, installing,
uninstalling and updating the software:
2.5.1 You can obtain Kingdee software
product from Kingdee's official website, or from Kingdee authorized sales
personnel or third parties. If you obtain Kingdee software products or
installation programs with the same name as Kingdee software products from
third parties not authorized by Kingdee, Kingdee cannot guarantee normal use of
the software or its security, and will not be liable for any damage caused to
you as a result thereof.
2.5.2 The software products
provided by Kingdee may include different versions of the application system,
and you should select the version that matches the terminal device you are
installing the software product on.
2.5.3 Once you have obtained
the software installation program, you need to follow the steps prompted by the
program to install it correctly.
2.5.4 In order to provide you
with safer and better services and to improve user experience and our services,
Kingdee may from time to time develop new services, provide new patches or
program versions, and provide you with updates to the software from time to
time (these updates may take the form of software replacements, modifications,
feature enhancements, patches, version upgrades, etc.). Updating to new
versions may render older versions unusable, and Kingdee does not guarantee
that older versions of the software will continue to be available or that you
will be able to access the corresponding customer services. You are advised to
follow Kingdee's instructions and download updated versions of the software in
a timely manner.
2.5.5 In order to ensure the
security and consistency of functions of the software and services, Kingdee
reserves the right to update the software or change or restrict the
presentation of some functions of the software without special notice to you
for public cloud products.
2.5.6 If you do not need to
continue using Kingdee software or need to install a new version of the
software, you may uninstall it yourself.
3. Copyright and Other Rights
The copyright and other rights
in Kingdee software products (including but not limited to any images,
photographs, animations, videos, sound recordings, music, text and additional
programs, and accompanying materials contained therein) are vested in Kingdee
and protected by the Copyright Law of the People's Republic of China and
relevant laws and international treaties. You may only use Kingdee software
products in the manner set forth in this Agreement, otherwise you will be
infringing upon Kingdee's copyright and other rights.
4. Your Rights and
Restrictions on You
4.1 Your rights
Kingdee grants you a
non-exclusive, non-transferable right to use Kingdee software product in the
same manner in which you acquired the software (the software is only licensed
for use, not sold), and you have the following rights:
4.1.1 Use. You may install
Kingdee software product into a computer or other information processing
device, but you may only run it on one machine at any one time and not on
multiple machines at the same time. When used in a network or multi-user
environment, the maximum number of workstations (terminals, or users) you can
run Kingdee software product on must not exceed the number of workstations
(terminals, or users) you were licensed to use when you purchased Kingdee
software product;
4.1.2 Backups. You may make
backup copies in case Kingdee software product is damaged, provided that you
ensure that Kingdee’s company name, trademark symbols, copyright symbols,
copyright notices and other proprietary marks or notices contained in Kingdee
software product are also copied. The total number of backup copies shall not
exceed one and shall not be made available to third parties in any way. Once
you no longer have the right to use Kingdee software product, all backup copies
shall be destroyed immediately;
4.1.3 Copying materials. You
may copy the user manuals of Kingdee software products for operational and
training purposes, provided that you retain all of Kingdee's company name,
trademark symbols, copyright symbols, copyright notices and other proprietary
marks or notices in said materials. You may not make them available for use by
third parties by any means. Once you no longer have the right to use Kingdee
software products, all printed or copied materials of Kingdee software products
shall be destroyed immediately.
4.2 Restrictions on you
You shall not:
4.2.1 sell, sub-lease,
sub-transfer, assign or provide sub-license or re-licenses Kingdee software
products or the rights to use them to other entities or individuals, with or
without compensation;
4.2.2 publish, copy, rent,
lease or lend copies of Kingdee software products or their related materials;
4.2.3 modify, decompile or
disassemble or otherwise reverse-engineer Kingdee software products;
4.2.4 remove or conceal the
copyright or trademark marks of Kingdee software products;
4.2.5 make more copies than
the number of copies permitted hereunder;
4.2.6 break or bypass the
encryption measures of Kingdee software product or modify its encrypted
information;
4.2.7 bypass any technical
limitations in the software;
4.2.8 when using
Internet-based features, use them in any way that prevents others from using
them, or attempt to access or use any service, data, account or network without
authorization; or
4.2.9 otherwise use Kingdee
Software products in violation of this Agreement.
5. Kingdee’s Warranty
Liability and Disclaimers
5.1 Kingdee’s warrants
5.1.1 Unless otherwise agreed
between you and Kingdee, Kingdee software product substantially conforms to the
functionality described in the product manual/user's manual (if any) for one
year after delivery (or the contractual subscription term); within the
aforementioned term, Kingdee is liable for correction or replacement free of
charge, whereupon the warranty shall be the remainder of the original term or
thirty days after replacement (for subscription products, the subscription term
shall prevail), provided that Kingdee shall not be liable for any
problems caused by your modification or incorrect use of Kingdee software
products.
5.1.2 If the carrier (disk or CD-ROM),
encryption card or smart card of Kingdee software product is physically damaged
(other than artificially damaged) within one year from the date of delivery,
Kingdee is liable for repair or replacement free of charge.
5.1.3 Your use of Kingdee software
products is free from any third party claim. If the foregoing circumstance
occurs, Kingdee will indemnify, defend and hold you harmless from any third
party claims in respect of any infringement by Kingdee software products upon
Chinese patents and copyrights existing prior to the effective date of this
Agreement. If such infringement has occurred or is deemed likely to occur,
Kingdee shall have the right, at its discretion, to take remedial measures: (1)
to obtain a license for you to continue to use the products; (2) to replace or
modify the products so that they do not infringe while retaining substantially
similar functionality; or (3) to return the amount paid by you for Kingdee
software products if the foregoing measures are not reasonably practical (for
Subscription Products, only the fees corresponding to the remaining
subscription period will be refunded).
5.1.4 Kingdee shall not
provide or disclose your confidential information or data in any form to third
parties without your consent.
5.2 Disclaimers. Neither
Kingdee nor its resellers provide any other express warranties, guarantees or
conditions. Kingdee or its resellers exclude all implied warranties and
conditions, including implied warranties of merchantability, fitness for a
particular purpose and non-infringement. If your local law does not allow the
exclusion of implied warranties, any implied warranties, guarantees or
conditions are valid only for a limited warranty period and only to the extent
permitted by your local law. If your local law requires a longer limited
warranty period, such longer period will apply notwithstanding this Agreement,
provided that you will only be indemnified as permitted under this Agreement.
5.3 Limited Indemnity. If
Kingdee or its resellers breach their limited warranty, they may, at their
option, either (i) repair or replace the software free of charge, or (ii)
refund the amount paid for the software (or the device on which the software
was pre-installed, at Kingdee's sole option) (for subscription products, only
the amount corresponding to the remaining subscription term will be refunded)
and take back the product. The reseller (or Kingdee, if you purchased directly
from Kingdee) may also repair or replace the software with supplementary
programs, updates and replacements, or refund the amount paid by you (for
subscription products, only the amount corresponding to the remaining
subscription term will be refunded). These are the sole remedies available to
you in the event of a breach of warranty. In addition to the specific legal
rights provided under this limited warranty, you may have other rights
depending on the laws of each state or individual country/region.
5.4 Losses. Except for any
repair, replacement or refund that may be provided by Kingdee or its resellers,
you will not be entitled to indemnification or other compensation for any
damages, including lost profits, direct damages, consequential damages, special
damages, indirect damages or incidental damages, under this limited warranty,
any other part of this Agreement or any theory, even if a repair, replacement
or refund does not fully compensate you for your losses. The exclusion of
damages and limitations of indemnification in this Agreement shall apply even
if Kingdee or its resellers knew or should have known that damages were likely
to occur, or if indemnification fails of its essential purpose. Some
countries/regions do not allow the exclusion or limitation of liability for
incidental damages, consequential damages or other damages, so these limitations
or exclusions may not apply to you. If your local law allows you to receive a
refund from Kingdee or its resellers for damages, you may do so even if this
Agreement does not allow it, provided that you do not receive a refund in
excess of the amount you paid for the software.
5.5 Third party caused damage.
Kingdee shall not be liable for damages incurred as a result of malfunctions in
the short message function or data transmission and exchange function of
Kingdee software product caused by third parties such as mobile network
operators and Internet access providers.
5.6 Your liability for
security
5.6.1 Network and connection
security: Unless otherwise agreed in writing between you and us, you shall (a)
ensure that your network and systems comply with relevant specifications (if
any) provided by us from time to time; (b) be solely responsible for procuring
and maintaining network connections and telecommunications connections from
your systems to our or any third party data center; and (c) be solely liable
for all problems, conditions, delays, delivery failures, security risks and all
other losses, damages, liabilities, costs or expenses of any nature or kind
arising out of or in connection with your network connections,
telecommunications connections or from the Internet.
5.6.2 Secondary development
security: Unless otherwise agreed in writing by the parties, you shall be liable for
any security vulnerabilities and the consequences of such vulnerabilities
arising from or in connection with content developed by you or by a third party
team engaged by you to develop such content, including but not limited to any
viruses, Trojan horses, worms or other harmful programming in your content.
5.6.3 Security policy
configuration: Kingdee products support the configuration of various security policies to
prevent information security risks, such as complex passwords, permission
configurations and other important parameter configurations, etc. We recommend
that you configure the software products based on Kingdee's security policy
features, and if you refuse to configure the security policy, you are solely
liable for security risks and consequences arising therefrom.
5.6.4 Product updates and
maintenance: In view of the continuous upgrading of security protection technology, we
will update and maintain Kingdee products and release newer security versions
from time to time. For Kingdee software products that Kingdee provides for
server-based cloud deployments, by accepting this Agreement or using the
Software, you agree to receive these types of automatic updates without any
additional notice. For Kingdee software products that you deploy independently
on your server, you should pay attention to the update announcements on
Kingdee's website and update the product to the latest version in a timely
manner, otherwise you shall be solely liable for any resulting security
vulnerabilities and the consequences arising therefrom.
6. Third Party Products or
Services
6.1 When using third party
products or services through Kingdee software, you shall comply with the
agreement between the third party service provider and you, in addition to this
Agreement. In respect of any dispute that may arise, Kingdee and the third party
shall each be liable to the extent specified by laws and agreements.
6.2 As you use Kingdee
software or request Kingdee to provide specific services, Kingdee
software may call a third party system or support your use or access through a
third party, in which case the results of such use or access are provided by
such third party (including but not limited to the content from third parties
through Kingdee Cloud Cosmic application market or Kingdee open platform).
Kingdee does not provide warrants in respect of the security, accuracy,
effectiveness and other uncertainties associated with such services and content
provided through the third party, and Kingdee is free from and disclaims any
liabilities for any disputes and damages arising therefrom.
6.3 Third party service
providers may provide products or services to you through Kingdee software
platform. You may accept the services and products provided by third party
service providers through channels such as Kingdee Cloud Cosmic Application
Market, secondary development services, and Kingdee open platform or log in and
use other internet services by granting permissions to your Kingdee account. In
the process, the third-party service providers may collect, use and store your
relevant data or information. Through relevant agreements signed with
third-party service providers, relevant specifications and well-defined product
flow, Kingdee strictly requires that third party service providers obtaining
your data shall comply with relevant laws and regulations, get your explicit
prior consent, take necessary protection measures, use your data solely for the
purpose of the product or service, and provide you with the means to modify or
delete your data, and must delete all data when the service is discontinued, so
as to protect your data and privacy from infringement to the maximum extent
possible. You should fully understand the terms and policies of third
party products or services before accepting or using them. If you find that any
third party service provider has any violation against relevant laws or
regulations, you may complain to Kingdee, and Kingdee will investigate into and
deal with the same.
7. Information/Data Protection
7.1 Protection of personal
data
Kingdee attaches great
importance to the protection of your personal data. When you log into Kingdee
platform and use Kingdee's products or services, you agree that Kingdee
collects, stores, uses, discloses and protects your data in accordance with the
privacy policy published on Kingdee software platform. If the product or
service you use does not have a separate privacy policy, but you use a Kingdee
account to log into Kingdee platform, in order to protect your rights and interests
related to your personal data, we will apply the requirements of the
Kingdee Privacy Policy in collecting, storing, using, disclosing and protecting
your data. Through the Privacy Policy, Kingdee hopes to provide you with a
clear picture of how Kingdee handles your personal data. Therefore, Kingdee
recommends that you read the Privacy Policy in its entirety to help you better
protect your rights and interests related to your personal data.
7.2 Business data
7.2.1 We strongly agree and
respect that the business data you process, store, upload, download, distribute
and otherwise form through the services provided by Kingdee software products
are your data assets, and you solely own the rights and interests in such
business data, and for your data security, you should back up such data
on a regular basis.
7.2.2 We will not make any
unauthorized use or disclosure of your business data in the public cloud
software products other than to execute your service requests, except in the
following circumstances:
In the event that relevant
state authorities inquire or access your business data in accordance with the
law, we are obliged to provide cooperation and to disclose the same to third
parties or administrative or judicial authorities in accordance with relevant
laws, regulations or policy documents;
7.2.3 You have the right to
modify, delete and otherwise process your business data by yourself. If
you modify or delete data on your own, the system will automatically modify or
delete your data on your instructions. You should exercise caution when
modifying or deleting data as this may result in the data being changed or
unrecoverable.
7.2.4 Once data has been
deleted, it is irrecoverable and you shall be solely responsible for all
consequences and liabilities arising from its deletion. You understand and
agree that we are under no obligation to continue to retain, export or return
your business data.
7.2.5 If you do not renew your
subscription after the expiry of the software product you have purchased,
access to the product will be automatically closed upon expiry. For the public cloud
products you have subscribed to, given the importance of data, in the event
that you do not renew your subscription or the product is terminated early, we
will still provide you with a period of free data storage, as detailed in your
contract with Kingdee. You must either migrate your data and files
locally before the expiry of the contractual free data storage period, or
contact us for storage for you for a separate fee and in writing. Otherwise,
upon expiry of the aforementioned free data storage period, you will be deemed
to have no need for the said data and the system will automatically delete the
data (including but not limited to all system cache or backup copies) and you
will be solely liable for all losses and consequences arising therefrom.
8. Miscellaneous
By using Kingdee software
products, you are deemed to have read and agreed to be bound by this Agreement.
Kingdee reserves the right to modify the terms hereof as necessary. You can
review relevant terms of the Agreement in the latest version of Kingdee
software. If you continue to use Kingdee software after the terms hereof have
been changed, you are deemed to have accepted the revised Agreement. If you do
not accept the revised Agreement, you shall stop using Kingdee software.
This Agreement is entered into
in Nanshan District, Shenzhen, Guangdong Province, People's Republic of China.
The execution, validity,
performance, interpretation and dispute resolution of or under this Agreement shall
be governed by the laws of the mainland of the People's Republic of China
(excluding the conflict of laws).
If any dispute or controversy
arises between you and Kingdee, it shall first be resolved through friendly negotiation;
if negotiation fails, you agree to submit the dispute or controversy to
the competent People's court with jurisdiction over the defendant.
If the terms of this Agreement
are partially invalid or unenforceable for any reason, the remaining terms
shall remain valid and binding on both parties.
Kingdee Software (China) Co.,
Ltd.