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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 | Your continued use of our Service automatically constitutes your acceptance of these updated Terms. | 1 | Your continued use of our Service automatically constitutes your acceptance of these updated Terms. |
| 2 | 2 | ||
| 3 | Welcome to |
3 | Welcome to . Please read these Dify Terms of Service (the “Terms”) carefully. They govern your access to and use of Dify’s services available at after logging into your Dify account (as defined below) and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the “Service”). |
| 4 | 4 | ||
| 5 | LangGenius, Inc. is a Delaware corporation, and in these Terms, we will reference ourselves as |
5 | LangGenius, Inc. is a Delaware corporation, and in these Terms, we will reference ourselves as “Dify”, “we” or “us”. |
| 6 | 6 | ||
| 7 | “You” |
7 | “You” or “Your” means you or the entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such employer or entity. |
| 8 | 8 | ||
| 9 | The Terms of Service, including any exhibits or attachments referenced here |
9 | These Terms of Service, including any exhibits or attachments referenced herein, together with each accepted Order Form referenced herein or subsequently signed by Dify and Customer, constitute this “Agreement.” |
| 10 | 10 | ||
| 11 | This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Dify terminates it (this period, the “Term”). Please read these Terms carefully before using the Services. | 11 | This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Dify terminates it (this period, the “Term”). Please read these Terms carefully before using the Services. |
| 12 | Definitions | 12 | Definitions |
| 13 | “LangGenius” means LangGenius, Inc., a Delaware corporation. | 13 | “LangGenius” means LangGenius, Inc., a Delaware corporation. |
| 14 | “Service”means the |
14 | “Service” means the cloud-based software-as-a-service platform and related services provided by LangGenius under the Dify brand, including the website, hosted application, APIs, documentation, and related features made available at . The Service is provided “as is” without any express or implied warranties. |
| 15 | “Dify |
15 | “Dify” means LangGenius, Inc., doing business as Dify, unless the context refers specifically to the Service. |
| 16 | “Customer” |
16 | “Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, such company or legal entity and its Affiliates (for so long as they remain Affiliates) that have registered for the service. |
| 17 | “Account Information” |
17 | “Account Information” means information about your Dify account and information that you and your users provide to Dify in connection with (i) the creation or administration of your Dify account; or (ii) Dify’s maintenance of your Dify account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information. |
| 18 | “Beta Release” |
18 | “Beta Release” means any alpha, beta, developmental, test, experimental, preview, or early-access releases of the Service or other Dify products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status. |
| 19 | “Third-Party Services” |
19 | “Third-Party Services” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service. |
| 20 | “Affiliate” |
20 | “Affiliate” means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management. |
| 21 | “Documentation” |
21 | “Documentation” means Dify-provided user documentation relating to the Service found in our help center, as may be updated by Dify from time to time. Documentation does not include any content published on any other site, community, or page. |
| 22 | “Feedback” |
22 | “Feedback” means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the Service, a Beta Release, or any other products, services, or business of Dify. |
| 23 | “Fees” |
23 | “Fees” mean the fees applicable to your use of the Service in accordance with the applicable package as included in our pricing notice included in the Service or on Dify’s website or, if applicable, as set forth in a Dify order form. |
| 24 | “Taxes” |
24 | “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign. |
| 25 | “Subscription Term” |
25 | “Subscription Term” means the period during which you have agreed to subscribe to the Service. |
| 26 | “Content” |
26 | “Content” means any data, information, or material created, uploaded, shared, or stored by the user through the Service, including AI applications created by the user through Dify, whether such application is provided in the form of an API or accessible via a link. |
| 27 | “AI Application” |
27 | “AI Application” means a software capability built by the user through the Service provided by Dify, incorporating artificial intelligence, machine learning, or similar technologies. |
| 28 | “Customer Data”means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the |
28 | “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Service. |
| 29 | “High-Risk Activity” |
29 | “High-Risk Activity” has the meaning as set forth in the EU AI Act. |
| 30 | Services and Support | 30 | Services and Support |
| 31 | 2.1 Service | 31 | 2.1 Service |
| 32 | 32 | ||
| 33 | 2.1.1 LangGenius (and its Affiliates, as applicable) will make the Services available to you, including those described in the applicable |
33 | 2.1.1 LangGenius (and its Affiliates, as applicable) will make the Services available to you, including those described in the applicable service terms. |
| 34 | 34 | ||
| 35 | 2.1.2 You may use your Dify |
35 | 2.1.2 You may use your Dify account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation. |
| 36 | 36 | ||
| 37 | 2.1.3 You should not use or access the Service in violation of this Agreement. Further, you will not and will not permit anyone else to: (i) |
37 | 2.1.3 You should not use or access the Service in violation of this Agreement. Further, you will not and will not permit anyone else to: (i) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to Dify; (ii) copy, modify, create derivative works of or remove proprietary notices from the Service; (iii) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions; (iv) use the Service to develop a product or Service competitive to Dify; or (v) otherwise use the Service outside of the scope of the rights expressly granted herein. |
| 38 | 38 | ||
| 39 | 2.1.4 You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing. | 39 | 2.1.4 You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing. |
| 40 | 40 | ||
| 41 | 2.1.5 You acknowledge that (i) you are exclusively responsible for and control the content and distribution of any applications |
41 | 2.1.5 You acknowledge that (i) you are exclusively responsible for and control the content and distribution of any applications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such applications are made or initiated only as a result of your actions. You further warrant that all applications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, before you make or initiate any application through the Service. |
| 42 | 42 | ||
| 43 | 2.1.6 You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable law; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions. | 43 | 2.1.6 You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable law; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions. |
| 44 | 44 | ||
| 45 | 2.1.7 You understand and agree that any information obtained through using Dify |
45 | 2.1.7 You understand and agree that any information obtained through using Dify is at your sole risk. Do not rely on factual assertions in output without independent fact-checking. Do not rely on designs, workflows/processes, or code in output without independent review of functionality and suitability for your needs. No such information, suggestions, or output obtained by you from Dify or through Dify shall create any warranty not expressly made herein. |
| 46 | 46 | ||
| 47 | 2.1.8 You may not use Dify |
47 | 2.1.8 You may not use Dify: (1) to mislead any person that output from the Service was solely human-generated; (2) in a manner that violates any technical documentation, usage guidelines, or parameters; (3) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (4) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party. |
| 48 | 48 | ||
| 49 | 2.1.9 We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Data. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Data immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Data. | 49 | 2.1.9 We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Data. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Data immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Data. |
| 50 | 50 | ||
| 51 | 2.1.10 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Dify |
51 | 2.1.10 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Dify may monitor Customer’s use of the Service and collect and compile data and information related to Customer’s use of the Service to be used by Dify in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Dify and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Dify. You acknowledge that Dify may compile Aggregated Statistics based on Customer Data input into the Service. You agree that Dify may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information. |
| 52 | 2.2 Access to Users | 52 | 2.2 Access to Users |
| 53 | 53 | ||
| 54 | 2.2.1 In order to access and use the Services, you must create a username and password and provide us with the information required during the registration process. You must provide complete and accurate information during the registration process and agree to update your information to ensure its accuracy. You are responsible for (a) always ensuring the security of your account credentials, and (b) not disclosing your account credentials to anyone else or allowing anyone else to access your account at any time. If you believe that someone has accessed your account without authorization or if your account information is lost or stolen, you must contact us immediately. Upon your proper registration and subject to these Terms, Dify |
54 | 2.2.1 In order to access and use the Services, you must create a username and password and provide us with the information required during the registration process. You must provide complete and accurate information during the registration process and agree to update your information to ensure its accuracy. You are responsible for (a) always ensuring the security of your account credentials, and (b) not disclosing your account credentials to anyone else or allowing anyone else to access your account at any time. If you believe that someone has accessed your account without authorization or if your account information is lost or stolen, you must contact us immediately. Upon your proper registration and subject to these Terms, Dify will make the Service available during the applicable Term. |
| 55 | 55 | ||
| 56 | 2.2.2 To set up and use your Dify |
56 | 2.2.2 To set up and use your Dify account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Dify account credentials. You agree to immediately notify Dify of any suspected or actual unauthorized use of your Dify account. You agree that you will be responsible and liable for all uses of the Service under your Dify account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Dify will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Dify account or your Third-Party Login credentials. |
| 57 | 57 | ||
| 58 | 2.2.3 If you sign an agreement on behalf of an entity, the entity has management control over all applications related to that organization. You or the entity are solely responsible for your application and all content published under it. | 58 | 2.2.3 If you sign an agreement on behalf of an entity, the entity has management control over all applications related to that organization. You or the entity are solely responsible for your application and all content published under it. |
| 59 | 59 | ||
| 60 | 2.2.4 When using our Services, you are responsible for the security of the application you create. Although we may provide tools to help you maintain the security of your application, we cannot guarantee the effectiveness of these tools. You are responsible for all content published under your user account, even if you did not publish the content. We are not responsible for any losses or damages caused by your failure to protect your application. | 60 | 2.2.4 When using our Services, you are responsible for the security of the application you create. Although we may provide tools to help you maintain the security of your application, we cannot guarantee the effectiveness of these tools. You are responsible for all content published under your user account, even if you did not publish the content. We are not responsible for any losses or damages caused by your failure to protect your application. |
| 61 | 2.3 Service Modifications and Updates | 61 | 2.3 Service Modifications and Updates |
| 62 | 62 | ||
| 63 | Dify |
63 | Dify may modify the Services and Dify technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Dify will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Dify technology that you are using. Dify is not obligated to provide any updates. However, if Dify makes an update available, you must fully install the update by the date or within the time period stated in Dify’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice. |
| 64 | 2.4 Beta Services | 64 | 2.4 Beta Services |
| 65 | 65 | ||
| 66 | From time to time, Dify |
66 | From time to time, Dify may invite Customer and Users to discuss or evaluate certain pre-release or beta releases on a trial basis (collectively “Beta Releases”) of the Service. Customer may accept or decline any such evaluation or trial. Beta Releases designated by Dify as “beta,” “pilot,” “non-production evaluation,” “design partner,” or other similar designations are solely for Customer’s internal evaluation purposes. If Customer opts into Beta Releases, Customer agrees to participate in usage and other testing and provide feedback about the Beta Releases, as reasonably requested by Dify. Beta Releases are not considered the Service under this Agreement, and may not be supported and may be subject to additional terms as outlined in an Order Form. Dify may discontinue Beta Releases at any time and may never make Beta Releases generally available. Dify will not be liable for any damages or harm arising out of or in connection with Beta Releases. Beta Releases are provided on an “AS IS” basis without express or implied warranty and indemnity. Dify will have no liability for, and Customer hereby releases Dify from any liability or damage arising out of or in connection with any Beta Releases. |
| 67 | 2.5 Third-Party Services | 67 | 2.5 Third-Party Services |
| 68 | 68 | ||
| 69 | The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. These Third-Party Services are provided for your convenience only and Dify |
69 | The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. These Third-Party Services are provided for your convenience only and Dify does not approve, endorse, or recommend any Third-Party Services (or any products or other services associated therewith) to you. Your access and use of any Third-Party Service is at your own risk, and Dify is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. Dify disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not governed by this Agreement or Dify’s Privacy Policy. |
| 70 | 70 | ||
| 71 | Your use of any Third-Party Service, including those linked from |
71 | Your use of any Third-Party Service, including those linked from , is subject to that Third-Party Service’s own terms of use and privacy policies (if any). You acknowledge and agree that your account information regarding your use of a Third-Party Service integration through your Dify account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Customer Data will be transmitted to and from your Dify account to one or more Third-Party Service(s) you’ve linked with your Dify account. We may also share your Customer Data with a specific Third-Party Service that you linked to your Dify account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service. |
| 72 | 2.6 Support | 72 | 2.6 Support |
| 73 | 73 | ||
| 74 | Dify |
74 | Dify may provide support through resources and documentation made available on and in the Documentation, but is not obligated to provide individualized support unless otherwise agreed in writing. |
| 75 | Fees and Payment | 75 | Fees and Payment |
| 76 | 3.1 Service |
76 | 3.1 Service Fees |
| 77 | 77 | ||
| 78 | 3.1.1 Some Service features may only be accessed and used after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED |
78 | 3.1.1 Some Service features may only be accessed and used after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES. |
| 79 | 79 | ||
| 80 | 3.1.2 The Fees are stated on the Dify |
80 | 3.1.2 The Fees are stated on the Dify pricing page, unless you and Dify otherwise agree in writing. Dify may revise the Fees at any time. If Dify revises the Fees for a Service that you are currently using, Dify will notify you at least 30 days before the revised Fees apply to you. All payment obligations are non-cancelable, and Fees paid are non-refundable. |
| 81 | 81 | ||
| 82 | 3.1.3 The Customer is responsible for keeping all information in their billing account up to date. The Customer can access and update their billing account information through |
82 | 3.1.3 The Customer is responsible for keeping all information in their billing account up to date. The Customer can access and update their billing account information through and may change their payment method at any time. If the Customer instructs Dify to stop using the previously designated payment method and fails to provide an alternative, Dify may immediately suspend the Customer’s access to the Service. Any changes made by the Customer to their billing account will not impact charges that Dify has already submitted to the Customer’s billing account before Dify could reasonably implement the requested changes. |
| 83 | 83 | ||
| 84 | 3.1.4 Your Subscription Term begins once you register for your Dify |
84 | 3.1.4 Your Subscription Term begins once you register for your Dify account and is the billing cycle that you selected for your Dify account, or, if you are purchasing the Service under a Dify order form, then the Subscription Term listed on your order form. |
| 85 | 85 | ||
| 86 | 3.1.5 Unless you downgrade or cancel your subscription prior to your renewal date, your subscription will automatically renew for another subscription term on the same plan (or if no longer available, a successor plan) and for a period equal to your then-current subscription term.All renewals are subject to the applicable Service continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service. | 86 | 3.1.5 Unless you downgrade or cancel your subscription prior to your renewal date, your subscription will automatically renew for another subscription term on the same plan (or if no longer available, a successor plan) and for a period equal to your then-current subscription term. All renewals are subject to the applicable Service continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service. |
| 87 | 3.2 Taxes | 87 | 3.2 Taxes |
| 88 | 88 | ||
| 89 | Fees are exclusive of Taxes, levies, or duties. You are responsible for any Taxes other than Dify |
89 | Fees are exclusive of Taxes, levies, or duties. You are responsible for any Taxes other than Dify’s income tax. If Dify has the legal obligation to pay or collect Taxes for which you are responsible under this section, Dify will invoice you, and you will pay that amount unless you provide Dify with a valid tax exemption certificate authorized by the appropriate taxing authority. |
| 90 | 3.3 Refund and Cancellation Policy | 90 | 3.3 Refund and Cancellation Policy |
| 91 | 91 | ||
| 92 | 3.3.1 General Policy. Except as expressly stated in these Terms or as required by applicable law, all Fees are non-refundable, and all payment obligations are non-cancelable. Fees are charged in exchange for access to the Service and the availability of the features, capacity, and usage entitlements included in the applicable plan during the applicable Subscription Term. | 92 | 3.3.1 General Policy. Except as expressly stated in these Terms or as required by applicable law, all Fees are non-refundable, and all payment obligations are non-cancelable. Fees are charged in exchange for access to the Service and the availability of the features, capacity, and usage entitlements included in the applicable plan during the applicable Subscription Term. |
| 93 | 93 | ||
| 94 | 3.3.2 Non-Usage and Unused Entitlements. You acknowledge that the Service is a tool-based platform and that value may be provided through account access, feature availability, application creation, configuration, publication, API access, WebApp access, integrations, collaboration features, and other platform capabilities, regardless of whether measurable usage-based resources have been consumed. Non-use, low use, inactivity, failure to log in, dissatisfaction with outputs, results, workflows, or use cases, or failure to consume included credits, tokens, compute capacity, storage, vector database resources, seats, quotas, or other usage entitlements does not entitle you to any refund, credit, extension, set-off, carry-over, or reduction of Fees. | 94 | 3.3.2 Non-Usage and Unused Entitlements. You acknowledge that the Service is a tool-based platform and that value may be provided through account access, feature availability, application creation, configuration, publication, API access, WebApp access, integrations, collaboration features, and other platform capabilities, regardless of whether measurable usage-based resources have been consumed. Non-use, low use, inactivity, failure to log in, dissatisfaction with outputs, results, workflows, or use cases, or failure to consume included credits, tokens, compute capacity, storage, vector database resources, seats, quotas, or other usage entitlements does not entitle you to any refund, credit, extension, set-off, carry-over, or reduction of Fees. |
| 95 | 95 | ||
| 96 | 3.3.3 Credits, Quotas, and Usage Entitlements. Any credits, quotas, usage limits, capacity, resources, or other entitlements included in or purchased for use with the Service are not cash, have no cash value, are not refundable, transferable, redeemable, or exchangeable, and, unless expressly stated in the applicable plan or order, do not roll over after the applicable billing period or Subscription Term. | 96 | 3.3.3 Credits, Quotas, and Usage Entitlements. Any credits, quotas, usage limits, capacity, resources, or other entitlements included in or purchased for use with the Service are not cash, have no cash value, are not refundable, transferable, redeemable, or exchangeable, and, unless expressly stated in the applicable plan or order, do not roll over after the applicable billing period or Subscription Term. |
| 97 | 97 | ||
| 98 | 3.3.4 Cancellation. You may cancel your subscription renewal through your billing settings or by contacting Dify through the support or billing channel designated by Dify. Cancellation stops future renewals only and will take effect at the end of the then-current Subscription Term. Unless required by applicable law or expressly approved by Dify in writing, cancellation does not entitle you to any refund, prorated refund, credit, set-off, or reduction of Fees for the then-current Subscription Term. You will continue to have access to the paid Service until the end of the then-current Subscription Term, unless your access is suspended or terminated in accordance with these Terms. | 98 | 3.3.4 Cancellation. You may cancel your subscription renewal through your billing settings or by contacting Dify through the support or billing channel designated by Dify. Cancellation stops future renewals only and will take effect at the end of the then-current Subscription Term. Unless required by applicable law or expressly approved by Dify in writing, cancellation does not entitle you to any refund, prorated refund, credit, set-off, or reduction of Fees for the then-current Subscription Term. You will continue to have access to the paid Service until the end of the then-current Subscription Term, unless your access is suspended or terminated in accordance with these Terms. |
| 99 | 99 | ||
| 100 | 3.3.5 Automatic Renewal Authorization. By purchasing a paid subscription, you authorize Dify and its payment processor to charge your payment method for the initial Fees and recurring renewal Fees, together with applicable Taxes, according to the billing cycle you selected, until you cancel your subscription before the applicable renewal date. Your failure to use the Service, access your account, or consume included usage entitlements does not constitute cancellation of your subscription. | 100 | 3.3.5 Automatic Renewal Authorization. By purchasing a paid subscription, you authorize Dify and its payment processor to charge your payment method for the initial Fees and recurring renewal Fees, together with applicable Taxes, according to the billing cycle you selected, until you cancel your subscription before the applicable renewal date. Your failure to use the Service, access your account, or consume included usage entitlements does not constitute cancellation of your subscription. |
| 101 | 101 | ||
| 102 | 3.3.6 Refund Exceptions. Dify may provide a refund or credit only where: |
102 | 3.3.6 Refund Exceptions. Dify may provide a refund or credit only where: |
| 103 | (a) required by applicable law; |
103 | |
| 104 | (b) Dify determines that there has been a duplicate charge, billing error, or other payment processing error; |
104 | (a) required by applicable law; |
| 105 | (c) Dify terminates the paid Service without cause before the end of the then-current Subscription Term; or |
105 | |
| 106 | (b) Dify determines that there has been a duplicate charge, billing error, or other payment processing error; | ||
| 107 | |||
| 108 | (c) Dify terminates the paid Service without cause before the end of the then-current Subscription Term; or | ||
| 109 | |||
| 106 | (d) you terminate the affected paid Service due to Dify’s uncured material breach in accordance with these Terms. | 110 | (d) you terminate the affected paid Service due to Dify’s uncured material breach in accordance with these Terms. |
| 107 | 111 | ||
| 108 | Any refund under subsections (c) or (d) will be limited to the prepaid, unused portion of the Fees for the affected Service, excluding usage-based charges, payment processing fees, and Taxes, unless otherwise required by applicable law. | 112 | Any refund under subsections (c) or (d) will be limited to the prepaid, unused portion of the Fees for the affected Service, excluding usage-based charges, payment processing fees, and Taxes, unless otherwise required by applicable law. |
| 109 | 113 | ||
| 110 | 3.3.7 Refund Request Procedure. If you believe you are entitled to a refund or credit under this Section, you must contact Dify through the designated support or billing channel and provide your account email, invoice number, transaction details, and the basis for your request. Dify may require additional information to verify the request. Submitting a payment dispute, chargeback, bank reversal, or payment-provider claim does not constitute cancellation of your subscription. | 114 | 3.3.7 Refund Request Procedure. If you believe you are entitled to a refund or credit under this Section, you must contact Dify through the designated support or billing channel and provide your account email, invoice number, transaction details, and the basis for your request. Dify may require additional information to verify the request. Submitting a payment dispute, chargeback, bank reversal, or payment-provider claim does not constitute cancellation of your subscription. |
| 111 | 115 | ||
| 112 | 3.3.8 Suspension or Termination for Cause. No refund, credit, or extension will be provided for any account or Service that is suspended or terminated for cause, including for violation of these Terms, non-payment, abuse of the Service, illegal or prohibited use, circumvention of usage restrictions, security risks, fraud, chargeback abuse, or other conduct that Dify reasonably determines may harm Dify, the Service, other users, or any third party. | 116 | 3.3.8 Suspension or Termination for Cause. No refund, credit, or extension will be provided for any account or Service that is suspended or terminated for cause, including for violation of these Terms, non-payment, abuse of the Service, illegal or prohibited use, circumvention of usage restrictions, security risks, fraud, chargeback abuse, or other conduct that Dify reasonably determines may harm Dify, the Service, other users, or any third party. |
| 113 | 117 | ||
| 114 | 3.3.9 No Double Recovery. If a refund, credit, chargeback, bank reversal, payment-provider adjustment, or other recovery is issued or initiated in connection with a charge, you are not entitled to duplicate recovery for the same charge. Dify may withhold, deduct, reverse, or offset any refund or credit to the extent a dispute, chargeback, bank reversal, or similar claim has been initiated or resolved in your favor. | 118 | 3.3.9 No Double Recovery. If a refund, credit, chargeback, bank reversal, payment-provider adjustment, or other recovery is issued or initiated in connection with a charge, you are not entitled to duplicate recovery for the same charge. Dify may withhold, deduct, reverse, or offset any refund or credit to the extent a dispute, chargeback, bank reversal, or similar claim has been initiated or resolved in your favor. |
| 115 | 119 | ||
| 116 | 3.3.10 Mandatory Legal Rights. Nothing in this Section limits any non-waivable rights you may have under applicable law. | 120 | 3.3.10 Mandatory Legal Rights. Nothing in this Section limits any non-waivable rights you may have under applicable law. |
| 117 | Privacy and Data Use | 121 | Privacy and Data Use |
| 118 | 4.1 Privacy Policies | 122 | 4.1 Privacy Policies |
| 119 | 123 | ||
| 120 | If Customer creates an application using the Service that is capable of collecting and processing personal data, then Customer is responsible for makingavailable a Privacy Policy that complies with applicable law. Dify |
124 | If Customer creates an application using the Service that is capable of collecting and processing personal data, then Customer is responsible for making available a Privacy Policy that complies with applicable law. Dify’s Privacy Policy explains how and for what purposes Dify collects, uses, retains, discloses and safeguards the Personal Data you provide to Dify. |
| 121 | 4.2 Disclosures | 125 | 4.2 Disclosures |
| 122 | 126 | ||
| 123 | When you provide Personal Data to Dify |
127 | When you provide Personal Data to Dify, or authorize Dify to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable Dify to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Dify’s Privacy Policy describe. You will determine the content of the notices you provide to your customers. |
| 124 | 4.3 Customer Data |
128 | 4.3 Customer Data and the Service |
| 125 | 129 | ||
| 126 | You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Content in the Service, you hereby grant Dify a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Dify |
130 | You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Content in the Service, you hereby grant Dify a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Dify account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law. |
| 127 | 131 | ||
| 128 | You shall be solely responsible for the accuracy, quality, content, and legality of Customer Data, and any actions triggered by Customer Data. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Data through the Service and for any actions triggered by Customer Data on the Service, and to otherwise use, process, and/or store Customer Data on the Service used or stored; and (ii) Customer Data, and its transmission, processing, storage, and use as you authorize in these Terms or through your Dify |
132 | You shall be solely responsible for the accuracy, quality, content, and legality of Customer Data, and any actions triggered by Customer Data. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Data through the Service and for any actions triggered by Customer Data on the Service, and to otherwise use, process, and/or store Customer Data on the Service used or stored; and (ii) Customer Data, and its transmission, processing, storage, and use as you authorize in these Terms or through your Dify account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service. |
| 129 | Proprietary Rights and Improving the Service | 133 | Proprietary Rights and Improving the Service |
| 130 | 134 | ||
| 131 | 5.1 The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained. | 135 | 5.1 The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained. |
| 132 | 136 | ||
| 133 | 5.2 Dify |
137 | 5.2 Dify logo and all Dify product names are trademarks and/or service marks of Dify and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any Dify or third-party trademark without the applicable prior written consent of Dify or the owner of the third-party trademark. |
| 134 | 138 | ||
| 135 | 5.3 We shall have the right to use Customer |
139 | 5.3 We shall have the right to use Customer’s name and logo factually on our website and in communications with existing or potential customers. Customer may opt out of such use at any time by written notice to cloud@dify.ai with the subject line “Customer Logo Use Opt-Out Notice,” including Customer’s legal name, account email, and objection. Any press release, case study, or other marketing use beyond name and logo inclusion shall require Customer’s prior written consent. |
| 136 | Disclaimer and Limitations on Liability | 140 | Disclaimer and Limitations on Liability |
| 137 | 141 | ||
| 138 | The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. | 142 | The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. |
| 139 | 6.1 Disclaimer | 143 | 6.1 Disclaimer |
| 140 | 144 | ||
| 141 | 6.1.1 Dify |
145 | 6.1.1 Dify provides the Services and Dify technology on an “AS IS” and “AS AVAILABLE” basis. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Dify does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, the Dify technology, Dify data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Dify is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Dify account, or your Dify account’s Customer Data, or your failure to use or implement anti-fraud or data security measures. Further, Dify is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Dify data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service; (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Dify data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent, or illegal conduct. |
| 142 | 6.2 Limitations on Liability | 146 | 6.2 Limitations on Liability |
| 143 | 147 | ||
| 144 | 6.2.1 Indirect Damages. To the maximum extent permitted by Law, Dify |
148 | 6.2.1 Indirect Damages. To the maximum extent permitted by Law, Dify will not be liable to you or your Affiliates in relation to this Agreement or the Service during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or Dify have been advised of their possibility. |
| 145 | 149 | ||
| 146 | 6.2.2 General Damages. To the maximum extent permitted by Law, Dify |
150 | 6.2.2 General Damages. To the maximum extent permitted by Law, Dify will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the total amount of Fees you paid to Dify during the 3-month period immediately preceding the event giving rise to the liability. |
| 147 | 151 | ||
| 148 | 6.2.3 |
152 | 6.2.3 Applicability. The parties agree that the waivers and limitations specified in this Section 6.2 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. |
| 149 | Term and Termination | 153 | Term and Termination |
| 150 | 7.1 Termination | 154 | 7.1 Termination |
| 151 | 155 | ||
| 152 | 7.1.1 Your Termination. |
156 | 7.1.1 Your Termination. You may terminate this Agreement at any time by deleting your Dify account. You must open the account information tab in your account settings, click “delete account”, and cease using the Services. This includes requesting the deletion of your Dify account via email. If you request account deletion via email, we will use the email address associated with the account as the target for deletion. If you use the Services again after termination, this Agreement will reapply, with the effective date being the first day you use the Services again. For the avoidance of doubt, the following actions do not constitute termination of your Dify account: (i) requesting cancellation of your Dify account via chat or phone; (ii) revoking or suspending any form of payment provided to Dify for paying your Dify account fees; or (iii) any cancellation or termination confirmation from any party other than Dify. |
| 153 | 157 | ||
| 154 | 7.1.2Dify |
158 | 7.1.2 Dify Termination. Dify reserves the right to terminate this Agreement (or any part) or close or suspend your Dify account at any time for any or no reason (including if any event listed in Section 7.2(a)–(g) of these Terms occurs) upon notice to you. In addition, Dify reserves the right to terminate this Agreement (or relevant part) for cause if Dify exercises its right to suspend Services (including under Section 7.2 of these Terms) and does not reinstate the suspended Services within 30 days. We will not refund or reimburse you if we terminate your Dify account for cause, including (without limitation) for a violation of this Agreement. |
| 155 | 159 | ||
| 156 | 7.1.3 Termination for Material Breach. |
160 | 7.1.3 Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services. |
| 157 | 161 | ||
| 158 | 7.1.4 Effect of Termination. |
162 | 7.1.4 Effect of Termination. Once you delete your Dify account, neither your Dify account nor your Customer Data can be restored or recovered in any way. If you do not log in to your Dify account for twenty-four (24) or more months, we reserve the right to designate your Dify account as “inactive” and delete the Dify account and/or all data associated with it. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability. |
| 159 | 163 | ||
| 160 | 7.1.5 Effect on Other Agreements. |
164 | 7.1.5 Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates. |
| 161 | 7.2 Suspension | 165 | 7.2 Suspension |
| 162 | 166 | ||
| 163 | Dify |
167 | Dify may immediately suspend providing any or all Services to you, and your access to the Dify technology, if: |
| 164 | 168 | ||
| 165 | (a) Dify |
169 | (a) Dify believes it will violate any Law or Governmental Authority requirement; |
| 166 | 170 | ||
| 167 | (b) a Governmental Authority requires or directs Dify |
171 | (b) a Governmental Authority requires or directs Dify to do so; |
| 168 | 172 | ||
| 169 | (c) you do not update in a timely manner your implementation of the Services or Dify |
173 | (c) you do not update in a timely manner your implementation of the Services or Dify technology to the latest production version Dify recommends or requires; |
| 170 | 174 | ||
| 171 | (d) you do not respond in a timely manner to Dify |
175 | (d) you do not respond in a timely manner to Dify’s request for User Information or do not provide Dify adequate time to verify and process updated User Information; |
| 172 | 176 | ||
| 173 | (e) you breach this Agreement or any other agreement between the parties; | 177 | (e) you breach this Agreement or any other agreement between the parties; |
| 174 | 178 | ||
| 175 | (f) Dify |
179 | (f) Dify believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Dify; or |
| 176 | 180 | ||
| 177 | (g) Dify |
181 | (g) Dify believes that your use of the Services (i) is or may be harmful to Dify or any third party; (ii) degrades, or may degrade, the security, stability or reliability of the Dify services, Dify technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (iii) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; (iv) is or may be unlawful. |
| 178 | Confidential Information | 182 | Confidential Information |
| 179 | 183 | ||
| 180 | 8.1 Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled “Confidential”, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. | 184 | 8.1 Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled “Confidential”, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. |
| 181 | 185 | ||
| 182 | 8.2 The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided |
186 | 8.2 The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided that they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms. |
| 183 | 187 | ||
| 184 | 8.3 The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced. | 188 | 8.3 The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced. |
| 185 | Global Availability | 189 | Global Availability |
| 186 | 190 | ||
| 187 | LangGenius operates and controls the |
191 | LangGenius operates and controls the from its office located in California, United States. If you use from jurisdictions outside of California, United States, you are responsible for ensuring compliance with all applicable local laws and regulations in respective jurisdictions. LangGenius expressly disclaims any representation or warranty regarding the global appropriateness, availability, or legality of its products and services. |
| 188 | Force Majeure and Disclaimer | 192 | Force Majeure and Disclaimer |
| 189 | 193 | ||
| 190 | You understand and agree that in the process of using this Service, you may encounter the following situations that may cause service interruptions. In any of the following situations, LangGenius will be exempt from liability for any losses incurred |
194 | You understand and agree that in the process of using this Service, you may encounter the following situations that may cause service interruptions. In any of the following situations, LangGenius will be exempt from liability for any losses incurred by you: |
| 191 | 195 | ||
| 192 | a. Force majeure, including but not limited to natural disasters, government actions, policy adjustments or promulgation of laws or regulations, strikes, riots and other unforeseeable, unavoidable and insurmountable objective conditions; | 196 | a. Force majeure, including but not limited to natural disasters, government actions, policy adjustments or promulgation of laws or regulations, strikes, riots and other unforeseeable, unavoidable and insurmountable objective conditions; |
| 193 | 197 | ||
| 194 | b. Limitations caused by the development level and operational strategy of the LLM (Large Language Model) technology provider, or losses caused by changes and adjustments of the technology provider; | 198 | b. Limitations caused by the development level and operational strategy of the LLM (Large Language Model) technology provider, or losses caused by changes and adjustments of the technology provider; |
| 195 | 199 | ||
| 196 | c. The behavior or negligence of the basic operator, including but not limited to technical adjustments of the telecommunications department, damage to telecommunications or power lines by others, and installation, modification and maintenance of telecommunications networks or power resources by telecommunications or power departments; | 200 | c. The behavior or negligence of the basic operator, including but not limited to technical adjustments of the telecommunications department, damage to telecommunications or power lines by others, and installation, modification and maintenance of telecommunications networks or power resources by telecommunications or power departments; |
| 197 | 201 | ||
| 198 | d. Network security incidents, such as computer viruses, Trojan horses or other malicious programs, or hacker attacks; | 202 | d. Network security incidents, such as computer viruses, Trojan horses or other malicious programs, or hacker attacks; |
| 199 | 203 | ||
| 200 | e. Your improper operation or failure of your computer software, system, hardware and communication lines; | 204 | e. Your improper operation or failure of your computer software, system, hardware and communication lines; |
| 201 | 205 | ||
| 202 | f. Service interruption caused by occasional blocking of the operator’s backbone path, or during server configuration or user program installation when the access speed is reduced; | 206 | f. Service interruption caused by occasional blocking of the operator’s backbone path, or during server configuration or user program installation when the access speed is reduced; |
| 203 | 207 | ||
| 204 | g. Service interruption caused by measures taken in accordance with regulatory requirements of the competent authority, such as prohibitions or similar notices issued by the competent authority involving your account, service or equipment; | 208 | g. Service interruption caused by measures taken in accordance with regulatory requirements of the competent authority, such as prohibitions or similar notices issued by the competent authority involving your account, service or equipment; |
| 205 | 209 | ||
| 206 | h. Other situations that LangGenius cannot intentionally cause, control or reasonably foresee. | 210 | h. Other situations that LangGenius cannot intentionally cause, control or reasonably foresee. |
| 207 | 211 | ||
| 208 | In the event of any force majeure events mentioned above, the obligations of both parties under this agreement shall be suspended within the scope and duration of the force majeure events. Neither party shall be liable for such force majeure events. The party claiming force majeure shall notify the other party of the force majeure event within fifteen (15) days after the occurrence of the force majeure event, and shall provide the other party with written proof of the confirmed force majeure event. Relevant departments shall make efforts to minimize the impact of force majeure events. In the event of force majeure events, both parties shall immediately consult to resolve the issue. | 212 | In the event of any force majeure events mentioned above, the obligations of both parties under this agreement shall be suspended within the scope and duration of the force majeure events. Neither party shall be liable for such force majeure events. The party claiming force majeure shall notify the other party of the force majeure event within fifteen (15) days after the occurrence of the force majeure event, and shall provide the other party with written proof of the confirmed force majeure event. Relevant departments shall make efforts to minimize the impact of force majeure events. In the event of force majeure events, both parties shall immediately consult to resolve the issue. |
| 209 | 213 | ||
| 210 | In any case, force majeure events will not exempt you from your payment obligations. | 214 | In any case, force majeure events will not exempt you from your payment obligations. |
| 211 | Applicable Law and Dispute Resolution | 215 | Applicable Law and Dispute Resolution |
| 212 | 216 | ||
| 213 | 11.1 These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. | 217 | 11.1 These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. |
| 214 | 218 | ||
| 215 | 11.2 If any dispute, controversy, difference or claim arising out of or relating to this Agreement |
219 | 11.2 If any dispute, controversy, difference, or claim arising out of or relating to this Agreement arises, any party may notify the other party of such dispute in writing. The parties shall negotiate and seek to resolve such dispute within fourteen (14) Business Days after the delivery of such notice. If the parties fail to resolve such dispute within the aforesaid period, any party may submit such disputes to the exclusive jurisdiction of a court of competent jurisdiction located in San Francisco, California, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. |
| 216 | Notices | 220 | Notices |
| 217 | 221 | ||
| 218 | 12.1 Dify |
222 | 12.1 Dify Notice to You: Dify may provide you with notices through the or by electronic mail to your email address on record in your Dify account. You are responsible for ensuring that your contact information is both current and accurate in your Dify account. |
| 219 | 223 | ||
| 220 | 12.2 Your Notice to Dify |
224 | 12.2 Your Notice to Dify: If you have a dispute with Dify, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Dify at: 548 Market St PMB 60083, San Francisco, California 94104-5401 US. |
| 221 | Miscellaneous | 225 | Miscellaneous |
| 222 | 226 | ||
| 223 | 13.1You acknowledge and agree that you may not bring any claim against Dify |
227 | 13.1 You acknowledge and agree that you may not bring any claim against Dify as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Dify. |
| 224 | 228 | ||
| 225 | 13.2 Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. | 229 | 13.2 Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. |
| 226 | 230 | ||
| 227 | 13.3 Dify |
231 | 13.3 Dify reserves the right to revise these Terms from time to time by posting a modified version of the Terms including their effective date. If Dify makes material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms. |
| 228 | 232 | ||
| 229 | 13.4 If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms. | 233 | 13.4 If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms. |
| 230 | 234 | ||
| 231 | 13.5 These Terms do not create any right in favor of any third party. | 235 | 13.5 These Terms do not create any right in favor of any third party. |
| 232 | 236 | ||
| 233 | 13.6 These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable a Dify |
237 | 13.6 These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable a Dify order form), and such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Dify relating to the subject matter hereof. |