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End User License Agreement - Dify
平台：Dify
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📄 上一个版本

2026年07月01日

📄 当前版本

2026年07月08日

🤖 AI智能分析

分析时间: 2026年07月08日
好的，以下是对2026年7月1日版本与2026年7月8日版本的法律政策文件进行的版本演变分析。 --- ### 1. 总体评估 此次从 **2026年7月1日** 到 **2026年7月8日** 的更新，是一次 **重大修订**。新版本并非是对旧版本的细微调整，而是对其进行了大幅度的精简、结构重组和内容重写。旧版本中包含的许多对用户具有约束性的、复杂的义务和权利条款，在新版本中被显著简化或完全删除，整体上提高了协议的简洁性和可读性，但也同时降低了条款的详细程度和可预测性。 ### 2. 详细变更点分析 以下按时间顺序，对旧版本（2026-07-01）到新版本（2026-07-08）的关键实质性变更进行分析。 1. **【删除】冗长的协议接受条款和前置条件** * **变更内容**: 旧版本开头包含了冗长的协议接受声明、退款途径、以及“以许可方随时发布的最新版本为准”的条款。新版本完全删除了这些内容，直接以“通过安装或使用软件，即表示您接受”这一简洁声明开始。 * **潜在影响**: 用户对协议版本的控制权被削弱。旧版本明确要求以“最新版本”为准，让用户承受协议可能被单方随时修改的风险。新版本删除了这一条款，使得协议版本更稳定，但同时也删除了退款等用户保护性指引。 2. **【删除】多项关键定义** * **变更内容**: 新版本完全删除了旧版本中“Vendor”（供应商）、“Third-Party Services”（第三方服务）、“Confidential Information”（保密信息）和“Termination”（终止）的明确定义。 * **潜在影响**: 术语定义是合同解释的基础。删除这些定义会引入法律上的不确定性。例如，缺少对“保密信息”的定义，可能导致哪些信息属于保密范畴产生争议，从而削弱保密条款（第VI条）的效力。同样，没有“终止”的定义，对协议终止的条件和后果的理解可能产生歧义。 3. **【修改】许可授权范围的重新定义** * **变更内容**: 旧版本详细规定了授权范围，包括“设备和许可数量绑定”、“制作备份副本的条件”以及“开源组件的合规要求”。 * **删除**: “被许可方需确保设备使用数量不超过许可数量”的条款。 * **删除**: “许可方不对开源组件负责，但会尽力协助”的责任分割条款。 * **简化**: 备份副本的许可从“由严格条件限制（如停止使用备份当主副本恢复时）”简化为“仅可在主副本不可用时使用”。 * **潜在影响**: 对于企业用户而言，监控合规性的具体要求（如设备数量限制）被移除，可能降低了用户的审计风险，但也使得许可方在审计时的依据变得模糊。同时，删除了关于开源组件的详细责任划分，可能增加用户在使用了开源组件后承担全部责任的风险。 4. **【删除】大量详细的许可限制和禁止行为** * **变更内容**: 新版本将旧版本中长篇幅、具体的限制条款（如禁止“将商业版代码合并到开源版”、“未经许可进行定制开发且知识产权归许可方”、“使用自动化技术扩展功能”、“干扰其它用户或自身账户特权”、“许可方保留通过远程指令限制功能的权力”等）浓缩为一条简短的列表。 * **潜在影响**: 这是最重大的变化之一。**大量对用户严格且具体的限制被删除**，例如： * **删除**: 对“定制开发”的知识产权归属规定（无单独协议则归许可方）。这使得用户在定制开发时知识产权归属不再被协议默认约束，对用户更有利。 * **删除**: 许可方“保留通过远程指令限制功能”的权利（但需提前通知）。这极大地增强了对用户的保护，因为许可方不能单方面地、通过技术手段限制用户对软件的使用，除非通过法律途径（见第XII条）。 * **删除**: “同时部署开源版和商业版”的特殊限制。简化了对用户使用场景的限制。 * **总体来看**，这些删除极大地减少了对用户行为的限制，使用户使用软件的灵活性大大增加。 5. **【删除】年度审计的具体程序和违约处罚** * **变更内容**: 旧版本在“软件使用规范”中详细规定了“许可方有权引入第三方审计工具进行年度扫描”，并明确了“打开特定端口”、“保留180天日志”、“如发现不合规部署需支付双倍历史许可费”等具体罚则。新版本完全删除了整个审计段落。 * **潜在影响**: 这是对用户最有利的修改之一。完整的审计和巨额罚款条款被移除，大大降低了用户因非故意违规而面临的财务和法律风险。用户无需再担心被强制审计其部署环境并支付高额罚款。 6. **【删除】许可方的免责条款和赔偿责任的详细限定** * **变更内容**: 旧版本在“有限保证”、“责任限制”和“赔偿”条款中包含了许多具体的例外和限制，例如“对与未经许可的第三方软件/硬件组合导致的故障免责”、“赔偿总额不超过最近12个月的实际许可费”、“对开源组件的无保证”。新版本将其简化为更通用的表述。 * **潜在影响**: * **删除**: “对与第三方组合使用导致的故障免责”。这可能增大许可方对因用户自身环境问题导致的故障承担责任的风险，或至少使责任划分不再那么清晰。 * **删除**: 对许可方赔偿责任的“12个月许可费上限”的清晰界定。新版本仅模糊地提到“不超过许可费总额”，这可能在计算和解释上引发争议。 * **删除**: “对开源组件的无担保和免责声明”。这增加了许可方对开源组件相关问题的潜在责任风险。 7. **【删除】纠纷期间的远程限制功能** * **变更内容**: 旧版本第XII条“争议解决”中，详细规定了“在诉讼期间，许可方有权通过远程指令将服务功能限制为仅允许数据导出”，并设定了胜诉/败诉后的处理流程。新版本完全删除了这一部分。 * **潜在影响**: 这一删除对用户十分有利。旧版本允许许可方在争议期间单方面限制服务功能，这对用户是极其强大的施压工具。新版本删除了该权力，意味着在法院作出最终判决前，双方都无法通过协议手段限制对方服务的使用，只能维持现状。 8. **【删除】完整的“其他规定”条款** * **变更内容**: 新版本大幅精简了第XIII条“其他规定”，删除了“整个协议”、“可分割性”、“标题解释”、“继承与转让”等法律上常见的标准条款。 * **潜在影响**: 虽然这些条款通常是标准法律文本，但删除它们会引入风险。例如，缺少“可分割性”条款意味着，如果未来部分条款被法院裁定无效，整个协议可能因此失效。删除“继承与转让”条款，使得协议的继承和权利义务的转移缺乏明确的合同依据。这总体上削弱了协议的完整性和法律确定性。 ### 3. 结论 本次更新是一次 **战略性简化**，其核心变化是 **大量删除** 了对用户具有严格限制和惩罚性的详细条款。新版本通过删除复杂的审计、远程限制、详细的侵权赔偿和许可范围限制等规定，显著降低了对用户的约束，使协议更易于阅读和理解。然而，这种简化是以牺牲法律严谨性和确定性为代价的。关键定义的缺失、多项标准法律条款的移除，以及部分责任划分的模糊化，可能会在未来的纠纷中给双方带来不确定性。总体而言，这次修订对 **用户更为友好**，但同时也削弱了许可方（LangGenius, Inc.）的控制权和风险规避能力。 --- *分析由 DeepSeek 提供*
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上一个版本 (2026年07月01日 ) 当前版本 (2026年07月08日)
1 This End User License Agreement ("this Agreement") is a legally binding agreement between you (an individual or an individual acting on behalf of an entity purchasing or acquiring the services, hereinafter collectively referred to as "you" or "the Licensee") and LangGenius, Inc., a company established under the State of Delaware, with its principal place of business at 101 Jefferson Drive Menlo Park, CA 94025, ("the Licensor") regarding the services referred to in this Agreement. Before installing or using the software, please read this Agreement carefully. By installing, using the software, you confirm your acceptance of the terms and conditions set forth in this Agreement and agree to be bound by them. If you do not agree to the terms of this Agreement, do not access or use the services and return the services to the place of purchase to apply for a refund. This End User License Agreement shall be governed by and interpreted in accordance with the latest version as published by the Licensor from time to time. Your access to or use of the Services shall constitute your acceptance of and agreement to be bound by said latest version in its entirety. 1 This End User License Agreement (“this Agreement”) is a legally binding agreement between you (the Licensee) and LangGenius, Inc. (the Licensor) regarding the commercial version of the Dify Enterprise Edition software. By installing or using the software, you confirm your acceptance of the terms and conditions set forth in this Agreement.
2 I. Definitions 2 I. Definitions
3 3
4 "Services" refers to the commercial version program of the Dify Enterprise Edition software provided by the Licensor, as well as the corresponding documentation, materials, electronic documents. It also includes any upgrades, modified versions, updates, supplementary content provided by the Licensor and their copies. 4 “Services” refers to the commercial version program of the Dify Enterprise Edition software, including upgrades, modified versions, updates, and supplementary content.
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6 "Vendor" refers to the Licensor's partners who are authorize to resell the services and offer support therefor.
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8 "Device" refers to any computer, server, mobile device (such as a smartphone or tablet), or other hardware device with data processing capabilities that the end user is authorized to use and access the services on, excluding public cloud infrastructure. 6 “Device” refers to any computer, server, mobile device, or other hardware device with data processing capabilities that the end user is authorized to use to access the services.
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10 "Internal Network" refers to the private and proprietary network resources that can only be accessed by the employees and individual users of a specific company or other commercial entity, excluding any part of the Internet or other publicly accessible network communities. 8 “Internal Network” refers to the private and proprietary network resources accessible only by employees and individual users of a specific company, excluding the Internet.
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12 "Fees" refer to all amounts that the Licensee is required to pay, either directly to the Licensor or to a Licensor-authorized reseller or vendor, for obtaining the license granted under this EULA or for receiving any maintenance, support, update or other related services, as applicable.
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14 "Third - Party Services" refers to services, data, or other materials provided by third parties included in the software.
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16 "License Term" refers to the period during which the Licensee obtains the right to use the software according to this Agreement, which can be a fixed - term or perpetual term, subject to the specific provisions of the order or this Agreement.
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18 "Confidential Information" refers to all non - public information related to the services, including but not limited to the software's source code, algorithms, technical documentation, business plans, customer information, license fee information, etc., as well as any other confidential information obtained by one party from the other party during the conclusion and performance of this EULA. 10 “Fees” refer to all amounts the Licensee is required to pay, directly or to a Licensor-authorized reseller or vendor, for obtaining the license or related services.
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20 "Termination" refers to the situation where this EULA no longer has legal effect due to expiration, early termination, or other reasons. 12 “License Term” refers to the period during which the Licensee obtains the right to use the software, either a fixed-term or perpetual term per the order or Agreement.
21 II. License Grant 13 II. License Grant
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23 The Licensor grants the Licensee a limited, nonexclusive, nontransferable, and nonsublicensable license to privately deploy and use the services solely within the Licensee’s Internal Network environment, subject to strict compliance with the terms and conditions of this Agreement. 15 The Licensor grants the Licensee a limited, nonexclusive, nontransferable, and nonsublicensable license to privately deploy and use the services solely within the Licensee’s Internal Network environment.
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25 The Licensee may access and use the services on device within the internal network, but it must ensure that the number of uses does not exceed the number of licenses purchased. If the purchased services are licensed by the number of devices, the number of devices on which the services is used shall not exceed the licensed number of devices. 17 The Licensee may create a reasonable number of backup copies solely for archival and disaster recovery purposes. Backup copies may only be used when the primary copy is unavailable.
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27 The Licensee is entitled to create a reasonable number of backup copies of the services solely for archival and disaster recovery purposes. Backup copies shall not be used for any other purpose and must be securely stored to prevent unauthorized access or use. Backup copies may only be used when the primary copy is unavailable, and use of the backup must cease once the primary copy is restored to normal operation.
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29 If the services contain open - source components, the Licensee shall comply with the provisions of the corresponding open - source agreements. The use, modification, and distribution of open - source components shall meet the requirements of the open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make every effort to assist the Licensee in resolving problems related to open - source components.
30 III. License Restrictions 18 III. License Restrictions
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32 The Licensee shall not reverse - engineer, decompile, disassemble, translate, localize, or attempt to derive the source code of the services. The Licensee shall not separate the components of the services for SaaS, nor shall it unpack, embed, or repackage the services for distribution. The Licensee shall not delete or change any trademarks, copyright notices, labels, or other ownership markings in the services. 20 The Licensee shall not: reverse-engineer, decompile, or disassemble the services; separate components for SaaS; delete or change any trademarks or copyright notices; lease, license, or distribute the services to third parties without prior written consent; use the services for illegal activities; modify, adapt, or create derivative works.
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34 The Licensee shall not lease, license, transfer, timeshare, host, lend, sublicense, distribute, rent, or otherwise dispose of the services or any related licenses to third parties without the Licensor’s prior written consent. Any permitted transfer requires the transferee to agree in writing to be bound by this Agreement’s terms and conditions. The Licensee shall not, and shall not permit any other to, sell, rent, license, distribute, transfer, time-share, host, lend, license or sublicense the services or related licenses, grant third parties the right to use the services or related licenses, distribute or lease the services, or transfer the services or related licenses to any third party, without the prior written consent of the Licensor. When obtaining the Licensor's written consent for transfer, the transferee must agree in writing to be bound by the terms and conditions of this Agreement, and all copies must include the original copyright information.
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36 The Licensee shall not use the services for any illegal activities, nor shall it use the services to infringe on the intellectual property rights, privacy, or other legal rights of third parties. The Licensee shall not use the services to engage in activities that may damage the reputation or interests of the Licensor.
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38 The Licensee shall not modify, adapt, create derivative works of the services, nor shall it build similar or competitive products or services. The Licensee shall not use macros or other automated technologies to expand the services' functions, unless prior written consent from the Licensor is obtained. If the Licensee conducts customized development based on the services, the ownership of the intellectual property rights of the development results shall be determined according to a separate agreement signed by both parties. If there is no separate agreement, the intellectual property rights shall belong to the Licensor.
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40 The Licensee shall not access or use the services directly or indirectly in a manner that violates the applicable end - user agreement.
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42 The Licensee shall not use the services to abuse, interfere with or otherwise disrupt the services provided by the Licensor, nor shall the Licensee interfere with the Licensee’s own accounts, host privileges, or the privileges or services of any other user whether intentionally or through negligence.
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44 If the user deploys both the open - source version and the commercial version simultaneously, the user must ensure that the modification and distribution of the open - source version comply with its open - source agreement, and shall not merge the code, functions, or documentation of the commercial version into the open - source version.
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46 The Licensor reserves the right, but does not undertake the obligation, to monitor, investigate, and take appropriate action against any party using the services in violation of applicable laws or this Agreement, including restricting the Licensee's  functionality of the services through remote commands. The Licensor shall use commercially reasonable efforts to provide the Licensee with relevant notification; however, should it be determined that the Licensee's actions may jeopardize the operation of the services or other users, the Licensor may, without prior notice, restrict or terminate the Licensee's access to relevant functionalities through remote commands.
47 IV. Software Use Specifications 21 IV. Software Use Specifications
48 22
49 The Licensee shall ensure that all personnel using the services have obtained proper authorization and comply with the terms and conditions of this Agreement. The Licensee shall be responsible for the actions of its authorized personnel when using the services. If an authorized person violates this Agreement, the Licensee shall bear the corresponding liability. 23 The Licensee shall ensure all personnel using the services have proper authorization and comply with this Agreement. The Licensee shall comply with all applicable laws and regulations including data protection, privacy protection, and export control. The Licensee shall properly keep the services license key and not disclose it to any third party.
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51 During the use of the services, the Licensee shall comply with all applicable laws and regulations, including but not limited to laws and regulations on data protection, privacy protection, and export control. The Licensee shall be solely responsible for any liability arising from its violation of laws and regulations.
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53 The services may contain third - party software or links to third - party services. When using these third - party contents, the Licensee shall comply with the relevant terms and conditions of the third parties. The Licensor shall not be responsible for the quality, security, or legality of third - party software or services. The Licensor shall not be liable for any problems or losses incurred by the Licensee due to the use of third - party contents.
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55 The Licensee shall properly keep the services license key and shall not disclose it to any third party. If the license key is lost or stolen, the Licensee shall immediately notify the Licensor and take measures as required by the Licensor, such as changing the key. The Licensee shall be responsible for any problems arising from the leakage of the license key due to its improper storage.
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57 The Licensor may  engage a third-party auditing tool to remotely scan the Licensee’s servers each year. The Licensee must open the specified ports and retain operational logs for at least 180 days. The Licensor shall select a third-party auditing tool with good reputation and professional qualifications. The tool shall be capable of performing comprehensive scanning and detection of the Licensee’s servers and accurately identifying the deployment and usage of the services. The choice of the auditing tool shall be communicated to the Licensee in advance and obtain the Licensee’s approval.
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59 If a non-compliant deployment is found, the Licensee shall pay historical fees equal to twice the license fee. During the audit, the Licensor shall ensure that the operation of the auditing tool complies with applicable laws, regulations, and security standards, and shall not disclose the Licensee’s trade secrets or private data. After the audit is completed, the Licensor shall provide the Licensee with an audit report, which shall include the audit results, identified issues, and remediation recommendations. The time period for calculating the historical fees to be paid upon discovery of a non-compliant deployment shall run from the date the services were first deployed and used to the date the non-compliant deployment was discovered.
60 V. Intellectual Property Rights 24 V. Intellectual Property Rights
61 25
62 All intellectual property rights of the services, including but not limited to copyrights, trademark rights, patent rights, and trade secrets, belong to the Licensor. The Licensee only obtains the use license expressly granted in this Agreement and does not obtain the ownership of the services. 26 All intellectual property rights of the services, including copyrights, trademark rights, patent rights, and trade secrets, belong to the Licensor. The Licensee only obtains the use license expressly granted in this Agreement.
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64 The Licensee acknowledges that the services are protected by copyright laws and international copyright treaties. The Licensee shall not infringe on the intellectual property rights of the services. If the Licensee discovers any act of infringing on the intellectual property rights of the services, it shall promptly notify the Licensor and assist the Licensor in taking measures to stop the infringement.
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66 The Licensee owns all data and content generated during its use of the services ("User Content"). The Licensor's use of User Content shall comply with relevant laws, regulations, and the provisions of this Agreement, and shall protect the Licensee's privacy and data security. In the event that any such content violates applicable laws, regulations, or provisions of this Agreement, the Licensor shall have the right to conduct investigations and take any measures deemed necessary, including but not limited to issuing warnings, suspending or terminating services or software access, deactivating accounts or end-user profiles, and implementing other reasonable measures.
67 VI. Confidentiality Clause 27 VI. Confidentiality Clause
68 28
69 Both parties shall keep confidential the confidential information (such as trade secrets, technical secrets, and user data) of the other party known during the performance of this Agreement. Without the prior written consent of the other party, neither party shall disclose such information to any third party or use it for any purpose other than this Agreement. Confidential information includes but is not limited to the services' algorithms, design documents, user lists, and business plans. 29 Both parties shall keep confidential the confidential information of the other party. Neither party shall disclose such information to any third party or use it for purposes other than this Agreement without prior written consent.
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71 The confidentiality period of this clause shall arise from the effective date of the agreement. After the expiration of the confidentiality period, both parties shall still be obliged to keep the confidential information confidential until the confidential information no longer has confidentiality. If disclosure of confidential information is required by law or judicial procedures, the disclosing party shall notify the other party before disclosure and make every effort to assist the other party in protecting the confidential information.
72 VII. Term and Termination 30 VII. Term and Termination
73 31
74 This Agreement is effective as of the date of your acceptance and will continue in effect for the duration of your use, unless terminated in accordance with Section [VII] of this Agreement. 32 This Agreement is effective as of the date of acceptance. If the Licensee violates any term, the Licensor has the right to immediately terminate this Agreement. Upon termination, the Licensee shall immediately stop using the services and destroy all related software copies and documents.
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76 If the Licensee violates any term of this Agreement, the Licensor has the right to immediately terminate this Agreement upon written notice to the Licensee. The Licensee shall immediately stop using the services and destroy all related software copies and documents upon receiving the termination notice. If the Licensee fails to stop using or destroying within the specified time, the Licensor has the right to take legal measures to hold it liable.
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78 If the Licensee goes bankrupt, is liquidated, is insolvent, or undergoes other similar legal procedures, the Licensor has the right to immediately terminate this Agreement and has the right to require the Licensee to immediately stop using the services and destroy all related software copies and documents. In such a case, the Licensee shall cooperate with the Licensor's requirements; otherwise, the Licensor has the right to take legal means to protect its rights and interests.
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80 After the termination of this Agreement, all rights and obligations of both parties under this Agreement shall immediately terminate, except for the confidentiality clause, intellectual property rights clause, dispute resolution clause, etc. Both parties still need to abide by the provisions of these clauses.
81 VIII. Limited Warranty and Disclaimer of Warranty 33 VIII. Limited Warranty and Disclaimer of Warranty
82 34
83 The Licensor warrants that during the License Term, under normal use, the services will generally conform to the descriptions and regulations in the relevant documents. If the services malfunctions or have defects, the Licensor will provide technical support and maintenance services within a reasonable time to ensure that the services resume normal operation. The specific content and method of technical support and maintenance services shall be determined by the Licensor, and the Licensee shall cooperate with the Licensor in relevant operations. 35 The Licensor warrants that during the License Term, under normal use, the services will generally conform to the relevant documentation. Except for expressly provided warranties, the Licensor makes no other express or implied warranties regarding the services.
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85 The Licensor shall not be liable for services malfunctions or defects caused by the Licensee's failure to access, operate, or maintain the services in accordance with the services' instructions, or by the combination of the services used by the Licensee with third - party software, hardware, or services not approved by the Licensor. The Licensee shall ensure that the use environment meets the requirements of the services and use the services in accordance with the instructions. If problems occur due to its own reasons, the Licensee shall bear the consequences.
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87 Except for the warranties expressly provided in this Agreement, the Licensor and its Vendors make no other express or implied warranties regarding the services, including but not limited to warranties of the services' suitability, accuracy, completeness, non - infringement, freedom from viruses, and absence of errors. The Licensee shall bear the risks of using the services on its own, and the Licensor makes no commitment regarding the use effect or result of the services.
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89 If the services contain open - source components, the Licensor provides no warranties for the open - source components. The Licensee shall bear the risks of using open - source components on its own. The use of open - source components shall comply with the provisions of the corresponding open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make effort to assist the Licensee in resolving problems related to open - source components.
90 IX. Limitation of Liability 36 IX. Limitation of Liability
91 37
92 Under no circumstances shall the Licensor, its affiliates, or its Vendors be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to data loss, business interruption, loss of profits, loss of business opportunities, etc.) caused by the use or inability to use the services, even if the Licensor has been informed of the possibility of such damages. The Licensee shall bear the risks of using the services on its own, and the Licensor shall not be liable for compensation for losses caused by problems of the services. 38 Under no circumstances shall the Licensor be liable for any indirect, special, incidental, punitive, or consequential damages. The total liability of the Licensor shall not exceed the total amount of license fees paid by the Licensee.
93
94 The total liability of the Licensor to the Licensee (whether based on contract, tort, negligence, or other reasons) shall not exceed the total amount of license fees paid by the Licensee for the services under any circumstances. If the Licensee makes a claim against the Licensor due to problems of the services, the compensation amount of the Licensor shall be limited to the license fees paid by the Licensee.
95
96 In some jurisdictions, the exclusion or limitation of liability for indirect, special, incidental, or consequential damages is not allowed. In these jurisdictions, the limitations and exclusions of the Licensor's liability in this clause shall only be applicable to the extent permitted by law. If the law requires the Licensor to assume certain liabilities, the scope of the Licensor's liability will be adjusted according to the law, but still within a reasonable range.
97 X. Indemnification Clause 39 X. Indemnification Clause
98 40
99 The Licensee agrees to indemnify and hold harmless the Licensor, its affiliates, Vendors, and licensors from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensee's violation of this Agreement, use of the services to infringe on the intellectual property rights or other legal rights of third parties, or other improper acts of the Licensee. If the Licensor suffers losses due to the actions of the Licensee, the Licensee shall be responsible for compensating all losses of the Licensor. 41 The Licensee agrees to indemnify and hold harmless the Licensor from claims arising from the Licensee’s violation of this Agreement or use of the services to infringe on third-party rights. The Licensor agrees to indemnify the Licensee from claims arising from the services’ infringement of third-party rights.
100
101 The Licensor agrees to indemnify and hold harmless the Licensee from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensor's violation of this Agreement, the services' infringement of the intellectual property rights or other legal rights of third parties. If the Licensee suffers losses due to the actions of the Licensor, the Licensor shall be responsible for compensating all losses of the Licensee.
102
103 In the event of any indemnification incident, the damaged party shall promptly notify the other party and cooperate with the other party in the investigation and handling. Without the prior written consent of the other party, the damaged party shall not resolve any claim or assume any liability on its own. If the damaged party's self - handling leads to an expansion of the losses of the other party, it shall bear the corresponding liability for compensation.
104
105 The cumulative indemnification liability of the Licensor shall not exceed the actual fees paid by the Licensee in the past 12 months. The actual fees paid in the past 12 months only refer to the services license fees paid by the Licensee, excluding other fees (such as service fees). If the Licensee has made multiple payments of license fees in the past 12 months, the actual fees shall be calculated on a cumulative basis.
106 XI. Updates and Upgrades 42 XI. Updates and Upgrades
107 43
108 Regarding software updates and upgrades, the Licensor will make arrangements according to the development of the software and market demands. The Licensee shall install software updates and upgrade versions in a timely manner to ensure the normal use and security of the services. The Licensor shall not be liable for software problems caused by the Licensee's failure to install updates and upgrade versions in a timely manner. 44 The Licensor will arrange updates and upgrades according to the development of the software and market demands. The Licensee shall install updates and upgrade versions in a timely manner to ensure normal use and security.
109
110 The Licensee shall, at the Licensor’s request, provide necessary information and assistance so that the Licensor can deliver technical support and maintenance services. If the Licensee fails to provide the necessary information or assistance and as a result technical support or maintenance cannot be performed properly, the Licensor shall not be held liable.
111
112 Regarding updates and upgrades to the  services, the Licensor will arrange them in accordance with the development of the service and market demand. The Licensee shall promptly install updated and upgraded versions of the services to ensure normal operation and security. If any issues with the services arise because the Licensee failed to update or upgrade the services in a timely manner, the Licensor shall not be held liable.
113 XII. Governing Law and Dispute Resolution 45 XII. Governing Law and Dispute Resolution
114 46
115 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located. 47 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located. Disputes shall first be resolved through friendly consultations; if consultations fail, either party may submit the dispute to a court with jurisdiction.
116
117 If a dispute arises between the two parties during the performance of this Agreement, the two parties shall first attempt to resolve it through friendly consultations. If the consultations fail, either party shall have the right to submit the dispute to a court with jurisdiction for litigation. During the dispute resolution period, the two parties shall continue to perform the other provisions of this Agreement that are not related to the dispute.
118
119 During the litigation, the Licensor has the right to limit the functions of the Licensee's services to only data export through remote instructions. Before the operation, the Licensor shall send a written notice to the Licensee, and the notice content shall include the reasons for the limitation, the limitation time, the limitation scope, and other information. Based on valid judgment of the court, if the Licensee wins the case, the Licensor shall restore the normal use rights of the Licensee's services within 10 working days; if the Licensee loses the case, the Licensor has the right to decide whether to continue to limit the functions of the Licensee's services or take other measures according to the litigation result.
120 XIII. Other Provisions 48 XIII. Other Provisions
121 49
122 This Agreement constitutes the entire agreement between the two parties regarding the use of the services and supersedes all previous oral or written agreements, letters of intent, memorandums of understanding, etc. regarding the use of the services between the two parties. The terms of this Agreement shall be final. In case of any inconsistency between any previous agreements of the two parties and this Agreement, this Agreement shall prevail. 50 This Agreement constitutes the entire agreement between the two parties regarding the use of the services and supersedes all previous oral or written agreements. Any modification shall require written consultation and consent of both parties.
123
124 Any modification or supplement to this Agreement shall be subject to the written consultation and consent of both parties, and a relevant written agreement shall be signed. Without the prior written consent of both parties, neither party shall unilaterally modify the terms of this Agreement.
125
126 If any provision of this Agreement is determined to be invalid or unenforceable, it shall not affect the validity and enforceability of the other provisions. The invalid or unenforceable provision shall be adjusted or replaced in accordance with the law to ensure the realization of the purpose of this Agreement.
127
128 The headings of this Agreement are solely for the convenience of reading and shall not affect the interpretation and enforcement of the provisions of this Agreement. When interpreting the provisions of this Agreement, it shall be understood based on the specific content and context of the provisions, and shall not be restricted by the headings.
129
130 This Agreement shall be binding on and inure to the benefit of both parties and their respective successors and assigns. If a party transfers its rights and obligations under this Agreement to a third party, it shall first obtain the prior written consent of the other party, and the transferee shall accept the terms and conditions of this Agreement.