WeCom SERVICE AGREEMENT

Last Updated: June 1, 2020

Welcome to WeCom!

PLEASE READ THESE TERMS CAREFULLY

YOUR USE OF WeCom IS SUBJECT TO THESE TERMS AND CONDITIONS OF THIS WeCom SERVICE AGREEMENT (THESE “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE WeCom AND/OR THE SERVICES.

THESE TERMS APPLY TO YOU IF YOU ARE A USER OF THE APPLICATION AND/OR SERVICES AND YOU ARE IN THE EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM OR SWITZERLAND. IF YOUR APPLICABLE JURISDICTION BELONGS TO ANY OF THE THESE CATEGORIES IN THE BELOW CHART, PLEASE REFER TO THE TERMS THAT APPLY TO YOU VIA THE CORRESPONDING LINKS LISTED BELOW.

Jurisdiction

Applicable WeCom Service Agreement

The People’s Republic of China (solely for this purpose, excluding Hong Kong, Macau and Taiwan)

WeCom Service Agreement (PRC Users)

Any jurisdiction other than the People’s Republic of China (solely for this purpose, excluding Hong Kong, Macau and Taiwan), the European Economic Area, the United Kingdom and Switzerland

WeCom Service Agreement (Global)

WHO WE ARE AND WHAT THESE TERMS DO

Any reference to “we”, “us” or “Service Provider” in these Terms means Tencent International Services Europe BV, a Dutch company located at 26.04 on the 26th floor of Amstelplein 54, 1096 BC Amsterdam, the Netherlands, unless you use WeCom in any jurisdiction specified in the table above, and any reference to “you” or “your” means you, as a user of the Services.  If you are an Admin User (as defined in Section 3), then “you” includes you and the Organization (as defined below).

These Terms govern your use of WeCom (which name may be updated by Service Provider from time to time), which includes the applications (including any web or mobile versions), software, features, office productivity tools, API development tools and other services which are provided by us through WeCom (collectively, the “Services”).

Please note that your access to the Services is limited to the access granted to you by the business, company, school, governmental unit and/or organizational group (each, an “Organization”) that invited you to use the Services.  Accordingly, you agree that your use of the Services will be solely for business, educational or professional purposes in connection with your employment, engagement or other affiliation with your Organization. For personal use purposes, please use WeChat instead.

PLEASE REVIEW THE TERMS SET OUT IN THE Additional Jurisdiction Specific Terms Addendum FOR TERMS THAT MAY APPLY TO YOUR USE OF THE SERVICES IN YOUR JURISDICTION IN ADDITION TO OR IN PLACE OF THESE TERMS (FOR EXAMPLE, IF YOU ARE A STUDENT OF A SCHOOL). 

ADDITIONAL TERMS AND POLICIES

We offer a diverse range of features through the Services, and there are additional terms and policies that are applicable to your use of the Services (“Additional Terms”). You agree to comply with these Terms and all Additional Terms are applicable to your use of the Services and all Additional Terms are incorporated by reference into these Terms.

WeCom POLICIES

Additional Terms include the following policies that apply to your use of the Services:

·       WeCom Acceptable Use Policy – sets out the rules applicable to your use of the Services and interactions with other users of the Services

·       Copyright Policy – sets out how we deal with intellectual property rights-related complaints

ADDITIONAL JURISDICTION-SPECIFIC TERMS

Additional Terms are also applicable to users within the jurisdictions set out in the Additional Jurisdiction Specific Terms Addendum. Access to the Services within jurisdictions where the content or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.

ADDITIONAL TERMS APPLICABLE TO CERTAIN FEATURES IN THE SERVICES

Some features of the Services have Additional Terms specific to their use. Additional Terms (in addition to these Terms) apply to your use of these features. These Additional Terms include:

·       VooV Meeting Service Agreement – governing your use of Meeting, which is powered by VooV Meeting

·       WeCom Verification Service Terms – governing your use of verification services of your Organization

·       WeCom API Terms – governing your use of WeCom API development services

·       WeChat Official Accounts Platform – User Agreement (International)   – governing your use of the WeChat Official Accounts Platform

·       WeChat Terms of Service – governing all your interactions (such as instant messaging, sending of User Content) with users in WeChat through use of the Services, and use of Mini Programs from the WeChat Mini Programs Platform which are made available for use via the Services

·       App Platform Terms - governing your use of the Services made available as apps downloaded from an app platform

1.         REQUIREMENTS FOR USING THE SERVICES

1.1           Age. You must comply with any minimum age restrictions set out in the WeCom Privacy Policy for your jurisdiction (“Minimum Age”) to create an Account. You shall not use the  Services if you are under the Minimum Age. 

1.2           If you are of the Minimum Age or over, but under the minimum legal age to enter into a contract in your jurisdiction, you must review these Terms with your parent or legal guardian to ensure that they read and agree to these Terms on your behalf. If you are the parent or legal guardian of a user of our Services and you have questions about these Terms, please contact us at WeCom_DP@tencent.com.

1.3           By creating an Account or otherwise using the Services, you represent that you are of minimum legal age in your jurisdiction to agree to these Terms, or that you are over the Minimum Age and your parents or legal guardian have read and agreed to these Terms on your behalf, and you understand and agree that we are relying upon that representation in allowing you to use the Services.

1.4           User Account. All users must create a WeChat Work account (an “Account”) to access and use the Services.

1.5           Source. The Services may be obtained only through our website at https://work.weixin.qq.com/ or through the App Store and Google Play.  If you download or otherwise obtain the Services from any source other than through the aforementioned channels, we cannot guarantee or warrant the authenticity and normal operation of the Services and we will not be held responsible for any loss caused by your use or installation of such Services.

2.              SERVICES

2.1           The Services comprise of professional office management tools including instant messaging, video meeting, live video streaming, office productivity (such as WeDoc, WeDrive and Enterprise Email), automation features and functionalities and WeCom API development services developed by us to help Organizations optimize their operations and management. Please visit the WeCom website for more information about the Services.

2.2           Certain features and parts of the Services may not be available in all languages or in all jurisdictions and we do not represent or warrant that the Services are customized for or available for use in any jurisdiction. If you use the Services, you understand that you do so on your own initiative and you shall be responsible for compliance of your use of the Services with any applicable laws.

2.3           Your access to the Services may be limited or restricted by your Organization, depending on the verification status of your Organization and depending on any limitations or restrictions imposed on your access by your Organization. 

2.4           We reserve the right to modify and/or set or change any usage limitations to any feature of the Services at any time and in our sole discretion.

3.              YOUR ACCOUNT

3.1    Account Types. You may register your Account either as an (i) Admin Account; or (ii) End User Account. If you create an Admin Account, you confirm that you are an authorized representative of the Organization with the authority to bind the Organization to these Terms and that you have the full authority to operate and administer such Admin Account on behalf of your Organization. Any user who registers an Admin Account shall be referred to as an “Admin User” for his or her Organization.  Each Organization may authorize and designate one or more individual(s) to create and maintain separate Admin Accounts for that Organization. The first Admin User who creates an Admin Account for an Organization will be designated as the “Super Admin” for that Organization.  All users other than Admin Users and the Super Admin are referred to as an “End User”.   



3.2           Creating an Account. To create an Account, you must provide either your WeChat ID (“WeChat ID”) or mobile number.  If you are an End User, you must use the WeChat ID, email address and/or mobile number by which the Admin User invited you or otherwise for your Organization.  In creating your Account, you agree (i) that you will enter all information accurately and will not provide any false information; (ii) to provide true, accurate, current and complete information as requested (the “Account Information”) and (iii) to promptly maintain and update such WeChat ID, mobile number and your Account Information (as applicable) to keep it true, accurate, up-to-date and complete at all times. If the Account Information you provided is untrue, inaccurate, misleading or outdated, we have the right to suspend or terminate your access to, or use of, your Account. By creating and using an Account, you agree to comply with the WeCom Acceptable Use Policy.

3.3    Admin Users.  Each Admin User has certain tools and controls over other End Users’ use and access of the Services, including access and controls over information the End Users submit through the Services.  For example, an Admin User may enable or disable an End User’s access to the Services, , facilitate internal communications and interactions between End Users through the Services, enable or disable third party integrations, manage End Users’ permissions, among other choices. The Organization is solely responsible for (a) informing End Users of all applicable policies and practices that are relevant to their use of the Services as an authorized user of the Organization; (b) any settings selected by such Organization’s Admin Users through the Services that may impact the End Users’ use of the Services and (c) to comply with all applicable laws in its relation to the End-Users,  including legislation regarding the monitoring and/or reviewing of (the content of) communications of their End Users. We have no liability with respect to the manner the Organization or its Admin Users choose to make the Services available to its End Users. 

3.4           Super Admin.  In addition to the tools and controls available to Admin Users, the Super Admin may use the WeChat Official Account Platform to manage other Admin Users and End Users as well as customize Account settings in accordance with the needs of the Organization.  The Super Admin may also submit the Organization for verification in accordance with the terms set forth in WeCom Q&A center and the WeCom Verification Service Terms and corresponding verification requirements.

3.5           You shall be solely responsible for your Account and Account Information.

a.     You, as the creator of your Account and Account Information, are solely responsible for your Account, Account Information and all activities conducted through your Account. You are not permitted to create offensive, or obscene, or otherwise unlawful Account Information, as determined by us in our sole reasonable discretion. If an Account violates any part of these Terms and such violation is not cured within a reasonable period of time after notification of such violation by us, we may temporarily, or permanently ban such an Account or change the Account Information associated with such Account. We may do so immediately without providing prior notice if necessary under the given circumstances to avoid risk or damage to the Services, our systems or other End Users.

b.     Please note that you are responsible for maintaining the confidentiality and security of your Account and password at all times, and you agree to notify us immediately if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. Unless you have observed all reasonably required confidentiality and security precautions regarding your Account and password: (i) you will be deemed as the person who uses the Account, and any acts made by the Account will be deemed as your acts, (ii) you are solely responsible for all activities and transactions that occur under your Account no matter who actually uses the Account, and (iii) we are not responsible for any misuse or use of your Account, including without limitation in the event that your password is stolen or revealed to a third party and/or used for transactions. We do not make any representations and warranties that any acts made under an Account are factually made by the person registered for such Account. Further, we are under no obligation to certify or prove any action made under an Account. You agree to immediately notify us of any misuse of your Account or any other breach of security in relation to the Services known to you. You agree to accept all risks of misuse of and unauthorized access to your Account and to hold us and our affiliates harmless from and against any misuse of your Account or your Account Information attributable to improper or unauthorized use by someone to whom you revealed your password or otherwise attributable to you or your negligence.

3.6           Your Account may be suspended or terminated.

a.     Please note that we reserve the right to discontinue the Services in accordance with Section 9 or to modify, adapt or update any Service (subject to these Terms) to generally further develop the Service. When making such changes we will duly consider your reasonable interests.

b.     If your Account is suspected to be involved in illegal or improper activities, you shall cooperate with the relevant personnel designated by us to solve the issue. You acknowledge that if permitted by applicable law and in accordance with our Privacy Policy, we may assess or monitor your account in order to determine whether your Account has been hacked, or whether any other improper or illegal acts exist.  For clarity, this would not include reviewing any content of your communications. You further acknowledge and agree that, if we determine that your Account is involved in any improper or illegal acts, we have the right to suspend or terminate your access to the Account and take remedial measures.

3.7           Retrieving your Account. If you request to retrieve your Account when your access to the Services is denied due to the loss of Account Information or forgotten password, you are required to provide certain information and verification documentation according to the account retrieval process published by us officially, and to ensure that all such information and documentation is legitimate, truthful and valid. Your Account may not be retrieved if inaccurate, false or non-compliant documentation provided by you fail to pass our security verification, and you are solely liable for any and all risks and losses arising therefrom.

3.8           Links to third party platforms. The Services may provide links or references to other websites or other platforms operated by third parties. These third party platforms are not governed by the Terms but by other agreements or policies that may differ from the Terms. In visiting any third party platforms, whether linked to the Services or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any third party platforms or any content in such platforms. We encourage you to review the terms of use of each third party platform visited before using those platforms.

4.              YOUR OBLIGATIONS

4.1           You may receive messages and announcements. You understand and agree that the Services may include service announcements and administrative messages of a non-marketing nature which are necessary for our provision and your orderly use of the Services .

4.2           You are responsible for your own device and connectivity.

a.     You are required to provide your own mobile phone device, tablet device, computer, network equipment and/or network resources for use of the Services, and to pay for all fees incurred as a result of having access to the Internet or cellular network. You agree that we are not responsible for any hardware, software or Internet access, quality, suitability or unavailability issues. We do not provide Internet access, and you are responsible for all fees relating to telephone and Internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining connectivity to the servers.

b.     You must ensure that your device meets the requirements for the installation and use of the Services. You are responsible for any failure to install the Services or any updates in accordance with our installation instructions, including any damage that may occur to the Services as a result in whole or in part.

c.     If you download the Services onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the device.

4.3           You are required to comply with the WeCom Acceptable Use Policy.

a.       By using the Services, you agree to comply with the WeCom Acceptable Use Policy. If you violate any provisions of the WeCom Acceptable Use Policy, we may suspend or terminate your access to the Services in accordance with the Terms.

4.4           You must comply with all applicable laws when using the Service.  If you are aware of any unlawful use of your Account or any Account security issues, please notify us immediately.

4.5           Reasonable Use. We expect that users will use the Services reasonably in accordance with the WeCom Acceptable Use Policy. If any user’s use of the Services exceeds such reasonable and normal usage, Service Provider may assess or monitor the usage of such user in line with our Privacy Policy and applicable laws. If Service Provider identifies any violating, abnormal or unreasonable use (at Service Provider's sole reasonable discretion), Service Provider shall have the right to take corresponding measures, including without limitation, restricting, suspending or terminating such user’s access to the Services, in part or in whole, in accordance with Section 9.

5.              LIMITED RIGHTS TO USE THE SERVICES

5.1           Limited Rights.

a.     Subject to your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferrable and non-sub-licensable right and license to:

i.       use the Services;

ii.      download and install the mobile app version of WeCom onto your device(s); and

iii.     receive and use any updates of the Services incorporating “patches” and corrections of errors as we may provide to you from time to time,

in each case solely for business, educational or professional purposes in connection with your employment, engagement or other affiliation with your Organization.

b.     Rights granted to you hereunder are revocable. The licence is only granted for the period in which you have a right to use the Services in accordance with the terms of this Agreement.  Any use of the Services other than as specifically authorized herein, without prior written permission from us, is strictly prohibited and will, at our election, terminate the rights granted to you by us herein, in accordance with Section 9. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except for the limited license granted under this Section 5.1, nothing in these Terms shall be construed as conferring to you any license to or rights in Intellectual Property Rights, whether by estoppel, implication or otherwise.

c.     You may not transfer the Services to someone else. We are giving you personally the right to use the Services as set out above. Except as expressly permitted by these Terms, you may not otherwise transfer or make available the Services to someone else, whether for money, for any other forms of consideration or for free. If you sell or gift any device on which the Services is installed, you must first remove the Services from the device.

6.              INTELLECTUAL PROPERTY RIGHTS

6.1           NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT, BETWEEN YOU AND US, ALL INTELLECTUAL PROPERTY RIGHTS IN THE SERVICES THROUGHOUT THE WORLD BELONG TO US AND THE RIGHTS IN THE SERVICES ARE LICENSED (NOT SOLD) TO YOU. YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS IN, OR TO, SERVICES OTHER THAN THE RIGHT TO USE THEM IN ACCORDANCE WITH THESE TERMS.Intellectual Property Rights” refer to any and all trademarks, service marks, trade names, trade dress, works of authorship and art, copyrights and copyrightable materials (including without limitation, titles, computer code, designs, catch phrases, locations, and any related documentation), music, lyrics, domain names, ideas, logos, submissions, writings, concepts, themes, places, moral rights, rights of publicity, packaging, personality and privacy rights, utility models, other industrial or intangible property rights of a similar nature, and all other forms of intellectual property rights recognized by applicable laws, treaties, and conventions, and all inventions, software, technology that are patentable in such matter, including patents, utility models, know-how and trade secrets, all grants and registration worldwide in connection with the foregoing and all other rights with respect thereto existing other than pursuant to grant or registration, all applications for any such grant or registration, all rights of priority under international conventions to make such application and the right to control their prosecution, and all amendments, constitutions, divisions and continuations of such applications, and all corrections, reissues, patents of addition, extensions and renewals of any such grant, registration or right.

6.2           If any of your User Content is reported or otherwise determined to be in violation of these Terms, the WeCom Acceptable Use Policy or other applicable terms, we have the right to delete, alter, move, remove, or transfer such User Content, with no liability of any kind to you, to the maximum extent permitted by applicable law. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on servers operated or controlled by or on behalf of us, including any data attributed to your Account.

6.3           Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and that all rights in and to your Account are and shall forever be owned by and inure to the benefit of us, to the maximum extent permitted by applicable law.

6.4           You acknowledge and agree that we own all technical and operational data that may be generated in connection with or arising from our provision of the Services and/or your use of the Services.

7.              User Content

7.1           Certain features of the Services may allow you to upload, share, submit, publish, live stream, transmit or otherwise make available (collectively “submit”) text, documents, files, photos, images, live video streams, announcements, message content, reports, recordings of videos, audio and/or voices (collectively “User Content”) for access by other End Users and Admin Users of your Organization.

7.2           Whenever you submit User Content to or through the Services, you must ensure that your User Content and your conduct comply with the WeCom Acceptable Use Policy.

7.3           You represent and warrant that you either own and/or have all necessary rights (including, if applicable, authorization from your Organization), including to the Intellectual Property Rights in any User Content, to submit such User Content.  You agree not to submit any User Content if submitting such content will infringe another person’s rights (including Intellectual Property Rights in any User Content).

7.4           By using the Services and whenever you submit User Content to or through the Services, you grant, or you will procure the grant to, us and our affiliates a limited license to copy, display, reproduce, host, store, backup, perform, transmit, stream, broadcast, distribute and publish your User Content worldwide but only to other End Users and Admin Users of your Organization, and to modify and adapt such User Content for technical purposes to operate the Services (e.g., making sure content is viewable on mobile devices, computers and other devices).  For clarity, our rights in such User Content are solely required to enable us to operate the Services.  We require this license to ensure that actions we take in operating the Services are not considered legal violations (for example, copyright laws could prevent us from processing, storing, backing-up and distributing certain User Content unless you give, or procure to give, us these rights).  This license in your User Content will end once you delete such User Content from the Services, unless users who have accessed the User Content have archived it, and provided that such User Content may be archived in our backup copies.  You agree that these rights and licenses are perpetual or for the entire duration of the legal protection of the rights concerned (unless terminated as set forth in the prior sentence), royalty free, transferable, and sub-licensable, and include a right for us to make such User Content available to, and pass these rights along to, service providers and others with whom Service Provider has contractual relationships related to the operation of the Services (e.g., cloud hosting providers), and to otherwise permit access to or disclose your User Content to the extent specifically set forth in the Privacy Policy.

7.5           We do not claim any ownership rights to your User Content. You acknowledge and agree that we are not the source of, do not verify or endorse, and are not responsible in any manner for User Content, that you are solely responsible to retain adequate back-ups of User Content, that you assume all risks associated with User Content and whenever you make available User Content through the Services, and that you have responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content. By using the Services, you agree that any User Content that you make available through the Services may be transmitted to and accessed by the recipients of your communication.

7.6           You acknowledge and agree that we and our affiliate companies may preserve content, including User Content, and may also disclose content, including User Content, if and as long as required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to, among other things:

·       comply with legal process, applicable laws, and lawful requests from government and/or law enforcement agency,

·       enforce these Terms,

·       respond to claims that any content violates the rights of third parties, or

·       protect our rights, property and/or the personal safety of our users and/or the public.

7.7           You understand that even if you delete your User Content from the Services, it may remain available to other users – for example, we may not be able to prevent any other users from storing or archiving any of your User Content that you have shared via the Services.

7.8           We reserve the right to block or remove, with or without notice to you, your User Content for any reason, including, if in our opinion your User Content violates the WeCom Acceptable Use Policy, or as may be required by applicable laws and regulations, or in accordance with the Copyright Policy.

7.9           We will take technical measures to prevent unauthorized disclosure of or access to User Content in accordance with the industry standards. Save as set forth herein or under applicable laws, we have no other obligations with respect to User Content.

8.              INTERRUPTION

8.1           We reserve the right to interrupt the availability of the Services or any part thereof from time to time on a regularly scheduled basis or otherwise with or without prior notice under the following circumstances:

a.     Maintenance, updates and fixation of server, network, software and/or hardware which are necessary to provide the access of the Services to you;

b.     force majeure (for any reasons beyond our control);

c.     in accordance with the order of governmental authorities or other in-charge authorities; and

d.     in order to comply with applicable laws.

8.2    You agree that we will not be liable for any interruption of the Services or any part thereof, delay or failure to perform resulting from any of the circumstances referred to in the preceding paragraph.

8.3    We have the right at any time to change and/or eliminate any aspect(s) of the Services (or any part thereof) as part of our further development of the Services. In doing so we will consider your reasonable interests.

9.              SUSPENSION AND TERMINATION

9.1           We may end your rights to use the Services if you do not comply with these Terms.

a.     If you violate these Terms, we may at our option and in our reasonable discretion issue warnings, temporarily suspend or permanently terminate your Account and/or access to the Services. We consider the severity of the violation and the number of infractions in making our determination.

b.     We may end your rights to use the Services at any time by contacting you if you have breached these Terms. If your breach of the Terms can be cured, we will give you a reasonable opportunity to do so.

c.     In the event your Account is terminated, you will have no further access to your Account. Any Accounts with unresolved disputes must be settled before we may allow you to register again to use the Services.

d.     If we end your rights to use the Services in the above circumstances:

i.    You must stop all activities authorized by these Terms, including your use of the Services, as applicable.

ii.   You must delete or uninstall the WeCom app from all devices in your possession.

iii.  We may cease to provide you with access to the Services.

9.2           Termination of Affiliation with Organization.  If you are no longer employed, engaged or otherwise affiliated with the Organization, an Admin User may terminate your Account and your right to access the Services.

9.3           We may terminate the Services permanently.

a.     We may end the Services and access to the Services permanently for you or for all users by providing reasonable notice. You understand and agree that we will not assume any obligations to you with respect to the Services for such permanent termination.

b.     You understand and agree that the Services and/or any items which are stated to be “permanent” or its equivalent shall be interpreted as a time period until the date announced by us when the Services will be terminated permanently.

9.4           Effect of termination.

a.     Termination of your Account also entails the termination of your access to the Services.

10.           EXPORT CONTROL

10.1         You agree not to engage in any activities in connection with these Terms that would breach sanctions or export control laws or risk placing Service Provider in breach of any sanctions or export control laws, or becoming a target of sanctions.

11.           CHANGES TO THESE TERMS

11.1         We may need to change or update these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. When we make any change to or update these Terms, we will use reasonable endeavours to notify you in advance and update the last updated date at the top of these Terms.  If the changes or updates materially affect your use of the Services, we will use reasonable endeavours to notify you of such changes or updates.

11.2         IF YOU DO NOT OBJECT TO THE CHANGES OR TERMINATE THE USE OF THE SERVICES PRIOR TO THEIR TAKING EFFECT, YOU ARE DEEMED TO HAVE ACCEPTED THE CHANGES. IF YOU OBJECT TO THE CHANGES, WE MAY TERMINATE YOUR USE OF THE SERVICES BY THE EFFECTIVE DATE OF THE CHANGE. In the notification of the change we will point to the consequence of your inactivity and to our right to terminate in case of your objection.

12.           CHANGES TO THE SERVICES

12.1         From time to time we may update the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. WE MAY ALSO ASK YOU AND YOU AGREE TO INSTALL UPDATES FOR THE SERVICES FOR THESE REASONS.

12.2         If you choose not to install such updates or if you opt out of automatic updates, you acknowledge and agree that you may not be able to continue using the Services.

12.3         We do not guarantee that we will provide any updates for the Services or that such updates will continue to support your device or system.  All updates to the Services are subject to these Terms, unless otherwise specified by us.

13.           SUPPORT FOR THE SERVICES AND HOW TO TELL US ABOUT PROBLEMS

13.1         Support. If you want to learn more about the Services or have any problems using it, please take a look at our support page or contact us via WeCom_DP@tencent.com.

13.2         Contacting us (including with complaints). If you think the Services is faulty or inaccurately described or wish to contact us for any other reason regarding the Services, please email our customer service team at:

Email Address

WeCom_DP@tencent.com

13.3         How we will communicate with you. If we have to contact you, we will do so using the contact details you have provided to us.

14.           YOUR PRIVACY

14.1         Please refer to the Privacy Policy for information on how we collect, process, store and use your personal data in connection with your use of the Services and for what purposes and your rights in relation to your personal data and how to exercise them. It is important that you read that information.

14.2         Please be aware that Internet transmissions are never completely private or secure and that, despite our commercially reasonable efforts, any message or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

15.           MONITORING & CIRCUMVENTION MEASURES

You understand and agree that when using the Services, this can and may involve software functions designed to detect circumvention measures or unauthorized and malicious programs. In this context, we may access, collect, monitor and/or remotely store information relating to hardware capacity, modifications related to our Services software, signatures, profiles or names of known unauthorized or malicious third party programs, files or processes that enable or facilitate circumvention of controls, unfair advantage or hacking of the Services. If unauthorized or malicious programs are detected by our Services, the user’s Account, Account Information and information about the unauthorized or malicious program or its use may be automatically communicated to us by the Services.

16.           ADVERTISING

16.1         Provided you give consent we may, either on our own or through a third party, send or display to you advertisements or other information (commercial or otherwise) by such means as SMS, e-mail or other electronic messaging, details of which (including without limitation the specific means to be adopted in sending or displaying such advertisements or information, and the frequency and contents of such advertising) will be determined by us.

17.           APP PLATFORM TERMS ALSO APPLY

The ways in which you can use the Services may also be controlled by the relevant platform provider’s rules and policies, or WeChat’s rules and policies if you registered your Account through WeChat. To the extent required by such rules and policies, those terms will prevail instead of these Terms where there are differences between the two. For details of the applicable platform rules and policies, please refer to the Additional Terms for App Platform.

18.           WARRANTIES, DAMAGES, LIMITATION OF LIABILITIES

Please refer to the Additional Jurisdiction Specific Terms Addendum as they may replace these exclusions and limitations for your jurisdiction (for example, if you are an End User who is a student using the Services for educational purposes, please refer to the Additional Jurisdiction Specific Terms Addendum).

18.1         Disclaimer of warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a.     THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING ALL INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, AVAILABLE, CURRENT OR ERROR-FREE.

b.     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET THE NEEDS OR REQUIREMENTS OF YOU AND/OR YOUR ORGANIZATION; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

c.     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHILE WE ATTEMPT TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TRANSMIT DATA IN A SECURE MANNER, OR FUNCTION PROPERLY. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d.     IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

e.     REFERENCE TO ANY APPLICATIONS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY US.

18.2         Our responsibility for loss or damage suffered by you.

a.     No exclusions or limitations in this Clause 18 or any other Clause in these Terms will exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for our gross negligence, death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, liability for fraud or fraudulent misrepresentation or for our willful misconduct.

b.     We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen.

c.     We are not liable for your damage that is avoidable. We will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by your failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us or for deletion of your Account due to any reasons as stipulated in these Terms.

d.     We are not liable for business losses  We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

e.     Limitations to the Services. The Services are intended for use by Organizations to facilitate communications and office automation purposes only. The Services do not offer any advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Services. Although we make reasonable efforts to update the information provided by the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

f.      Check that the Services are suitable for you. The Services have not been developed to specifically meet the requirements of any individual or specific business, school or organization. You use the Services entirely on your own initiative and you shall check whether the functions of the Services are suitable for you and/or your Organization.

g.     We are not responsible for events beyond our control. If we have to cancel or delay in providing the Services to you by any event beyond our control, then we will use commercially reasonable efforts to take steps to minimize the effect of the delay or cancellation, but you expressly acknowledge and agree that we have no obligation to you for any such delay or cancellation.

18.3         Limitation of liability.

EXCEPT TO THE EXTENT ANY LIABILITY CANNOT BE LIMITED BY LAWS AND REGULATIONS (INCLUDING AS SET OUT IN THE ADDITIONAL JURISDICTION-SPECIFIC TERMS ADDENDUM), INCLUDING LIABILITY FOR OUR GROSS NEGLIGENCE, FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR OUR WILFUL MISCONDUCT:

a.     AND EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, IN NO EVENT SHALL WE, AND OUR DIRECTORS, MEMBERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES OR AGENTS BE LIABLE FOR:

i.          ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES;

ii.         ANY LOSS ARISING FROM ANY CONTENT, PROGRAMS OR SERVICES PROVIDED BY ANY PARTY OTHER THAN US (OR OUR AFFILIATES); OR

iii.        ANY OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION:

A.       LOSS OF USE;

B.       LOSS OF INTERRUPTION OF BUSINESS;

C.      LOSS OF REVENUES;

D.      LOSS OF PROFITS;

E.       LOSS OF GOODWILL; OR

F.       LOSS OR DESTRUCTION OF CONTENT OR DATA,

WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, APPLICATIONS, SOFTWARE OR SERVICES.

b.     IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), APPLICATION LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE GREATER OF THE FOLLOWING AMOUNTS: (A) THE AMOUNT THAT YOU HAVE PAID TO US FOR THE USE OF THE SERVICES TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (B) USD100 (ONE HUNDRED US DOLLARS).

18.4         Your responsibility for loss or damage suffered by us. You agree to indemnify, defend and hold harmless us and our affiliate companies and our respective employees, directors, agents, contractors, partners and service providers from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability arising from: (a) your use of the Services; or (b) your breach of these Terms, including any violation of the rights of any third party.

19.           GOVERNING LAWS AND DISPUTE RESOLUTION

Except as set out in the Additional Jurisdiction Specific Terms Addendum, these Terms are governed by the laws of Hong Kong (excluding its conflict of law rules). If a dispute, controversy or claim arising from or in connection with the Terms or your use of the Services cannot be resolved within 30 days following the commencement of consultation or mediation, then you or we shall submit the dispute for arbitration by the Hong Kong International Arbitration Centre (“HKIAC”). Except for the right of either you or us to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, both you and we agree that any dispute, controversy or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. You and we shall each designate one arbitrator and the HKIAC Council shall appoint a person who is the third arbitrator to act as the presiding arbitrator of the arbitral tribunal. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding upon you and us.

20.           LOCAL REGULATIONS

We make no representation that the Services are available for use or permitted by law in any particular location. To the extent you choose to access the Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the country you reside in.

21.           THIRD PARTY CONTENT AND SERVICES

a.     No responsibility for third party content and services. Unless required by law, we are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any third party content and services submitted to, transmitted, displayed or made available on or through the Services. You acknowledge and agree that by using the Services, you may be exposed to third party content and services which may be inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any third party content and/or services on or accessible from the Services by you is at your own risk. Your use of the Services does not give you any rights in or to any third party content and/or services you may access or obtain in connection with your use of the Services.

b.     No warranty. We do not warrant the quality, reliability or suitability of any third party services, programs (including any Mini Programs as made available from the WeChat Mini Programs Platform via the Services) or websites provided, made available, advertised or linked through the Services and we will bear no responsibility for your use of or relationship with any such third parties services, programs or websites, including any payment obligations or fees that you may incur in your use of such third party services or websites.

c.     No commitment to review. We may review (but make no commitment to review unless required by law) content or third party programs or services made available through the Services to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party programs or services if we consider they may infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of the Services.

d.     Third party terms may apply. There may be, from time to time, third party content, programs and/or services on the Services that are subject to further terms from that third party for example, terms governing your use of any Mini Programs provided by a third party. You are solely responsible for reviewing and complying with any such third party terms and conditions.

e.     Third party content removal. We have the right to remove, at our sole discretion and without notice to you, any third party content, programs and/or services that are made available within the Services, in accordance with these Terms.

22.           THIRD PARTY AND OPEN SOURCE SOFTWARE

22.1         Third Party Software.

a.     You are solely responsible for any software (whether your own software or software supplied by third parties) used by you in connection with your use of the Services, including any third party software or services made available to you through the Services, such as Mini Programs made available to use via the Services and through the WeChat Mini Programs Platform (“Third Party Software”).

b.     Please note that we are not responsible for and are not liable for any damages or losses arising from your use of any Third Party Software and we do not endorse, support or guarantee the quality, reliability or suitability of any Third Party Software. You must comply with any terms and conditions applicable to all Third Party Software that you use.

c.     We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for technical support.

23.           Open Source Software. The Services may contain third party software that are subject to “open source” licenses (“Open Source Software”). Where we use such Open Source Software, please note that there may be provisions in the Open Source Software’s license that expressly override these Terms, in which case such provisions shall prevail to the extent of any conflict with these Terms.

24.           UNSOLICITED IDEAS

We value your feedback on the Services, but PLEASE DO NOT SUBMIT ANY CREATIVE IDEAS, SUGGESTIONS OR MATERIALS TO US (collectively, “Unsolicited Ideas”). These Terms are aimed at avoiding potential misunderstandings or disputes when the Services might seem similar to Unsolicited Ideas that people submit. If you submit Unsolicited Ideas to us, then you grant us a worldwide, perpetual, irrevocable, sub-licensable, transferable, assignable, non-exclusive, and royalty-free right and license to use, reproduce, distribute, adapt, modify, translate, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, and import your Unsolicited Ideas, including all copyrights, trademarks, trade secrets, patents, industrial rights, and all other Intellectual Property Rights and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including giving the Unsolicited Ideas to others, without any compensation to you. To the extent necessary, you agree that you undertake to execute and deliver any and all documents and perform any and all actions necessary or desirable to ensure that the rights to use the Unsolicited Ideas granted to us as specified above are valid, effective, and enforceable. To the maximum extent permitted under applicable laws, you waive and agree not to assert any moral or similar rights you may have in Unsolicited Ideas. You also give up any claim that any use by us or our licensees of your Unsolicited Ideas violates any of your rights, including moral rights, privacy rights, rights to publicity, proprietary or other rights, and rights to credit for the material or ideas set forth therein.

25.           MISCELLANEOUS

25.1         Interpretation. In these Terms (except where the context otherwise requires): (a) words in the singular shall include the plural and in the plural shall include the singular; (b) any words following the terms “including”, “include”, “in particular”, “such as”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (c) unless otherwise stated, a reference to “writing” includes email; (d) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (e) the Additional Terms form part of the Terms and shall have effect as if set out in full in the body of the Terms and any reference to these Terms includes the Additional Terms.

25.2         We may transfer the WeCom Service Agreement to someone else. We may transfer our rights and obligations under these Terms to another organization, including in connection with a merger, sale, reorganization, asset sale, change of control, or similar transaction.

25.3         You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we give our prior consent in writing.

25.4         No rights for third parties. A person other than you and us has no rights to rely on or enforce any term hereunder.

25.5         If a court finds part of the Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections, paragraphs or provisions will remain in full force and effect. If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid or be replaced by a valid and enforceable provision that is as close as possible to the initial provision and intention of the parties.

25.6         Even if we delay in enforcing the Terms, we can still enforce them later. Even if we delay in enforcing the Terms, we can still enforce them later, subject to applicable limitation periods. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking the Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

25.7         Headings for reference only. Headings are for reference only and have no legal effect respecting the scope, meaning or intent of any of the articles of the Terms.

25.8         Prevailing Language. We may translate these Terms into other languages. Unless otherwise specified in the Additional Jurisdiction-Specific Terms Addendum, the English language version of these Terms shall be controlling in all aspects and shall prevail in case of any inconsistency with any other language version (if any).

25.9         Entire Agreement. These Terms, together with any terms or document referenced or incorporated herein, constitute the whole legal agreement between you and us and govern your use of the Services and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing.


 

ADDITIONAL JURISDICTION-SPECIFIC TERMS

These Additional Jurisdiction-Specific Terms are incorporated by reference and form part of the Terms. These additional terms shall apply, supersede and override any conflicting provisions to the extent of any inconsistency in the main body of the Terms in relation to users of the Services located in the jurisdictions set out below.

 

Belgium.

 

·       Minimum Age.  If you are under the age of 16, you are not allowed to use the Services. If You are at least 16 years old but not yet 18 years old, you can register for an Account and use the Services after your parent, guardian or legal representative has consented to these Terms. We may at all times request written proof of such consent.

 

·       For the avoidance of doubt, nothing in the Terms shall be deemed to affect your legal rights under applicable mandatory laws that override the choice of law contained herein.

 

·       If required by Service Provider to provide a copy of ID documentation to verify your identity, please either redact the photograph and National Registration Number on your Belgian eID or residence permit, or provide another proof of identity (such as your driver’s license) which does not display your National Registration Number.

 

·       If and only to the extent you would inadvertently act as a consumer within the meaning of Belgian consumer law, Clause 19 of the WeCom SERVICE AGREEMENT shall be replaced as follows:

 

GOVERNING LAWS AND DISPUTE RESOLUTION

These Terms are governed by the laws of Hong Kong (excluding its conflict of law rules and without any prejudice to any applicable provisions of overriding mandatory Belgian consumer protection laws).

If you have any concern or would like to make a complaint, please contact our customer service team at WeCom_DP@tencent.com.

If a dispute, controversy or claim arises from or in connection with the Terms or your use of the Services, you and we will first attempt to resolve the dispute through mediation.

The European Union has implemented a platform for the resolution of dispute related to the purchase of goods and services online: https://ec.europa.eu/consumers/odr.

If a dispute, controversy or claim arising from or in connection with the Terms or your use of the Services cannot be resolved within 30 days following the commencement of the mediation attempt, then you or we shall submit the dispute before the Belgian courts.”

 

France.

 

If and only to the extent you act as a consumer or non-professional within the meaning of French consumer law, the following will apply:

 

·       Minimum Age. The minimum legal age to enter into a contract in France is eighteen (18) years. If you are under of the Minimum Age you must review these Terms with your parent or legal guardian to ensure that they read and agree to these Terms on your behalf. You may enter into this contract if you are of the Minimum Age only if you are emancipated to engage in business.

  • Information about us.

Tencent International Services Europe BV, a Dutch company located at 26.04 on the

26th floor, Amstelplein 54

1096 BC Amsterdam

The Netherlands

Email WeCom_DP@tencent.com

  • Right of withdrawal. You expressly acknowledge that, pursuant to Article L. 221-28 (1°) and (13°) of the French Consumer Code, the right of cancellation does not apply to Services provided to you or digital contents you may be provided with by us through WeCom.
  • Clause 18 of the WeCom SERVICE AGREEMENT should be replaced by the following:

18.      Liability. Nothing in these Terms is intended to exclude or limit the liability of us and our affiliate companies for: death or personal injury; fraud; fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.

To the extent permitted by French law, we and our affiliate companies shall not be liable for: (a) losses or damages that do not result from a breach of these Terms by us or our affiliates companies; (b) losses or damages arising from a force majeure event (within the meaning of Article 1218 of the French Civil Code); (c) losses or damages resulting from a breach by you of these Terms; (d) losses or damages resulting from any third party.

  • Clause 25.8 of the WeCom SERVICE AGREEMENT should be replaced by the following:

25.8      Prevailing Language. We may translate these Terms into other languages.  The French language version of these Terms shall be controlling in all aspects and shall prevail in case of any inconsistency with any other language version (if any).

  • Clause 19 of the WeCom SERVICE AGREEMENT should be replaced for the following:

“19.     GOVERNING LAWS AND DISPUTE RESOLUTION

Mediation and dispute resolution

These Terms are governed by the laws of France (excluding its conflict of law rules).

If you have any concern or would like to make a complaint, please contact our customer service team at WeCom_DP@tencent.com.

The European Union has implemented a platform for the resolution of dispute related to the purchase of goods and services online: https://ec.europa.eu/consumers/odr.

If a dispute, controversy or claim arising from or in connection with the Terms or your use of the Services cannot be resolved within 30 days following the commencement of consultation or mediation, then you or we shall submit the dispute before the French courts.

 

Germany.

 

·       Minimum Legal Age. The minimum legal age to enter into a contract in Germany without requiring consent of the parents or legal or legal guardian is eighteen (18) years.

 

 

·       Clause 19 of the WeCom SERVICE AGREEMENT shall be replaced by the following:

“19.     GOVERNING LAWS AND DISPUTE RESOLUTION

These Terms are governed by the laws of Germany (excluding its conflict of law rules).”

 

·       The following shall be added to Clause 25.2 of the WeCom SERVICE AGREEMENT:

 

“You may terminate the Agreement if we contractually assign it as a whole or our obligations under these Terms to another organization. We will seek your prior approval to the extent this is required under applicable data protection law.”

 

Italy.

 

·       Minimum Age. You must be at least 18 years of age to access the Services.  All references to Minimum Age in the main body of the Terms shall be deemed to be 18 years of age.

  • Clause 19 of the Terms should be replaced with the following:

“19.     GOVERNING LAWS AND DISPUTE RESOLUTION

These Terms are governed by the laws of Hong Kong (excluding its conflict of law rules). If a dispute, controversy or claim arising from or in connection with the Terms or your use of the Services cannot be resolved within 30 days following the commencement of consultation or mediation, then you or we shall submit the dispute for arbitration by the Hong Kong International Arbitration Centre (“HKIAC”). Except for the right of either you or us to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, both you and we agree that any dispute, controversy or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. You and we shall each designate one arbitrator and the HKIAC Council shall appoint a person who is the third arbitrator to act as the presiding arbitrator of the arbitral tribunal. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding upon you and us.

If the Organization (i) has less than ten employees, and (ii) achieves an annual turnover not exceeding two million euros, and there is a dispute, controversy or claim arising from or in connection with the Terms or its use of the Services, then such Organization or we shall submit the dispute before the Courts of the place where the Organization is established.”

 

Switzerland.

 

·       Minimum Age. You must be at least 18 years of age to enter into these Terms, or review these Terms with your parent or legal guardian.  All references to Minimum Age in the main body of these Terms shall be deemed to be 18 years of age.

·       Transfer of rights. Clause 25.3 shall read as follows: “You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we give our prior consent in text form (e-mail or similar sufficing)

 

United Kingdom.

 

·       Minimum Age. The minimum legal age to enter into a contract without requiring consent of the parents or legal or legal guardian is eighteen (18) years.

  • If you are an End User who is a student using the Services for educational purposes:
    • Limitation of Liability. Clause 18 or any other Clause of the Terms shall not exclude our liability to you:
      • to provide the Services with reasonable skill and care;
      • for information provided by us to you about the Services upon which you relied; and
      • for the Services to be provided within a reasonable time (where the timing is not specified),

PROVIDED THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), APPLICATION LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE GREATER OF THE FOLLOWING AMOUNTS: (A) THE AMOUNT THAT YOU HAVE PAID TO US FOR THE USE OF THE SERVICES; AND (B) USD100 (ONE HUNDRED US DOLLARS).

    • Governing Laws and Dispute Resolution.  If you do not wish to submit the dispute for arbitration by the HKIAC in accordance with Clause 19, you may bring you legal proceedings in the UK.  If you live in England, you can bring legal proceedings in the English courts. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts.

Alternatively, you may submit any dispute to the European Commission Online Dispute Resolution platform for online resolution, accessible at https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.

o   Entire Agreement.  Clause 25.9 of the Terms shall not apply.

 

 

 


 

WeCom VERIFICATION SERVICE TERMS

This WeCom Verification Service Terms (“Verification Service Terms”) are incorporated by reference and form part of the Terms. These additional terms shall apply if you apply to use the WeCom verification service (“Verification Service”) in relation to the WeCom account provided through the Services in respect to an Organisation.

 

1.       DEFINITIONS

1.1     WeCom verification service” means a service in which an Admin User may apply for company verification for his/her WeCom account if specific conditions are met. We will perform the verification work according to the User's application and the submitted data or information, and determine the verification result and information based on the actual situation.

1.2     Verification” means the account qualification verification to be performed by Tencent in respect of the User's account based on the data or information submitted by the User in the verification application, in accordance with the Terms and applicable laws and regulations.

1.3.    Account qualification verification” means the screening and authentication of data or information submitted by the User for verification of the entity's qualifications or rights it holds conducted by Tencent, as requested by the User, in accordance with these Terms and applicable laws and regulations.

1.4     Successful verification” means the successful result determined by Tencent after the screening and verification of the data or information submitted by a User and the complete verification performed by Tencent. For a verified user, Tencent will generate the User's verified account name, verified mark and verification information based on the qualification data submitted by the User, and enable the exclusive permissions for a verified company. In the event that a user fails to complete the annual verification or if the annual verification fails, the User is excluded from verified users.

1.5     System notification to users to adjust the application contents” means the conditions under which a User is requested by Tencent through system notifications to make adjustments or provide supplementary information, due to failure to meet conditions for a successful verification, during the verification application process.

1.6     Failed verification” means the failed result determined by Tencent after the screening and verification of the data submitted by a User and the complete verification performed by Tencent. This includes, but is not limited to, any of the following:

(a)     A user fails to satisfy the requirements for the account qualification verification after three system notifications from Tencent, for reasons attributable to the User;

(b)     Failed result for the account qualification verification; and

(c)      Other reasons that cause the verification failure.

1.7     Verification fee” means the fee generated from the verification of the data or information submitted by the User conducted by Tencent as requested by the User.

2.       OBLIGATIONS OF USERS

2.1     The User shall guarantee the truthfulness, legality, accuracy and validity of all data or information submitted to Tencent. If, in accordance with relevant laws or regulations, specific approval or filing is required for services or contents provided by the User, the User shall provide clear explanations and submit the relevant approval letters or filing certificates. Otherwise, Tencent is entitled to refuse or terminate the provision of such services and impose a penalty on the violating account under the Verification Service Terms and/or the Terms. You shall be liable to compensate for any damages suffered by Tencent in accordance with applicable laws.

2.2     The User may not use the verification service through any other channels that are not authorized by Tencent. Tencent shall not be liable for any failure in verification or prolonged verification process that is not attributable to Tencent.

2.3     The User understands and agrees that the data or information provided by the User is the important basis of the verification result. Any changes to data or information may affect the result of the verification. The User shall promptly apply for supplementary verification in the event of changes to the data or information. You shall be liable for compensation for any damages caused to and/or suffered by Tencent in accordance with applicable laws.

2.4     The User may be granted the exclusive permissions for a verified company after successful account qualification verification. When using the exclusive permissions, the User must abide by applicable laws, administrative regulations, this Verification Service Terms, and related Terms. If the User fails to do so, Tencent has the right to take measures, including but not limited to restricting or suspending the use of exclusive permissions for a verified company at any time, without prior notice, depending on the severity of the violation.

3.       RIGHTS AND OBLIGATIONS OF TENCENT

3.1     3.2          To maintain order in the Verification Service in accordance with applicable laws, Tencent has the right to establish different verification standards and requirements for specific verification of users based on related laws, regulations, and industry standards. Tencent shall also be entitled to modify related standards and requirements when necessary.

3.3     Tencent has the right to separately determine the verification result at its sole discretion, based on the data or information submitted by the User.

4.       WeCom VERIFICATION STANDARDS

4.1     Verification Process

4.1.1  The User shall submit related data or information as instructed by Tencent on the application page when applying for the Verification Service. You shall carefully read and agree to the Verification Service Terms when applying for the Verification Service. By accepting and using and/or providing data or information to the Verification Service, you will be deemed to have read and agreed to be bound by the Verification Service Terms.

4.1.2  After the User completes the online application and information submission processes, Tencent will carry out the verification within a commercially reasonable period. The User shall comply with verification requirements of Tencent, and the User has the right to check the verification progress at any time.

4.1.3  The User agrees that Tencent may, at its discretion, verify the data or information submitted by the User, and that after completing all verification processes, Tencent shall independently determine whether the verification is successful or fails, and enable the exclusive permissions for a verified company. The User shall cooperate actively in the process.

4.1.4  After the verification is complete, Tencent shall reply as follows:

(a)     The account qualification verification is successful. The User may be granted the additional permissions for a verified company; or

(b)     If the verification fails, Tencent will inform the User of the reason for the failure.

4.1.5  Verified users shall apply for annual verification in accordance with the following provisions:

(a)     The successful verification status of verified user accounts shall be retained for one year (starting from the date of the successful account verification). Users who desire to maintain the successful status of the account verification or retain the additional permissions for a verified company shall initiate and complete the annual verification within one year after the date of successful account verification. The annual verification procedures and standards are the same as those of the initial verification. In the event that the User fails to complete the annual verification or that the account qualification verification fails, the User's successful verification status shall be terminated, and the additional permissions for a verified company shall also be canceled.

(b)     The verified account name, verified account mark, and verification information of the User shall be retained for one year after successful verification (starting from the date of the successful verification of the account qualification). Users who desire to maintain the aforesaid information shall initiate and complete the annual verification within one year after the date of successful account verification. The annual verification procedures and standards are the same as those of the initial verification. In the event that the User fails to complete the annual verification or that the account qualification verification fails, the User can continue using the verified account name but the verified account mark, the verification information and the additional permissions for a verified company shall be canceled.

4.1.6  The User shall take the following measures promptly in the event of changes to the data or information provided to Tencent:

(a)     In the event of changes to the data or information used during the verification process, the User shall notify Tencent immediately and update the related data and information;

(b)     In the event of changes to the data or information after successful verification, the User shall promptly apply for a supplementary order to change the related data and information; or

(c)      In the event that Tencent discovers errors in the data or information after successful verification, the User shall promptly apply for a supplementary order to change the related data and information.

4.2     Verification Rules

4.2.1 The User understands and agrees that the Verification Service only covers the screening and verification of the data or information submitted by the User. Tencent will verify the data or information in a reasonable and prudent manner. However, Tencent shall not physically verify the User's true identity, qualifications and business operations and Tencent does not provide any guarantees in this respect.

4.2.2 Tencent retains the right to verify or consign a third-party verification agency to verify the content including but not limited to the following:

(a)     Whether the User has gained legal entity qualifications as well as corresponding rights or authorizations for the provision of services or content;

(b)     The identity of the operator of the account and whether the operator has been expressly authorized by the User; or

(c)      Other content deemed necessary by Tencent or the third-party verification agency.

The User shall provide supporting certificates with regard to the above content, and be liable for any inaccuracy in the truthfulness and illegality of the content.

4.3     Tencent  may generate the verified account name of the User based on the account qualification data submitted by the User and display the same.

4.4     The content of the verification information shall be established by Tencent in accordance with the verification, and shall be generated after the successful verification of the account. The verification information mainly includes valid certification information such as the entity's qualifications and rights. Tencent retains the right to adjust the content and format of the verification information in accordance with the Platform Operation Guidelines.

5.       LEGAL RESPONSIBILITIES

5.1     In the event that Tencent discovers or receives complaints from others regarding the User's violation of provisions hereof, Tencent retains the right to take actions on the non-compliant Account in accordance with the Terms, including but not limited to terminating qualification verification for the Service, ordering the User to provide supplementary qualification verification information, modify verification information, and apply for another verification, or forcibly modifying the account name or verification information, and cancellation of verification, depending on the severity of the violation.

5.2     You understand and agree that the User shall undertake full responsibility for any claim, request or loss asserted by a third party due to the User's violation of the Verification Service Terms or the related terms of service. You shall also be liable for compensation for any losses resulting therefrom to Tencent.

6.       MISCELLANEOUS

6.1     By continuing to use the Verification Service after changes to the terms and conditions of Verification Service Terms, you will be deemed to have accepted the amended Verification Service Terms. If you do not accept the amended Verification Service Terms, you shall discontinue using the Verification Service.

 

 


 

WeCom API TERMS

This WeCom API Terms (“API Terms”) are incorporated by reference and form part of the Terms. These API Terms shall apply to your use of the development tools, services and assets in relation to the WeCom account provided through the Services.

API DEVELOPMENT SERVICE PLATFORM

Service Provider provides the Admin User through the WeCom API service platform at https://work.weixin.qq.com/api/doc with various development tools and services to customize the Services accounts, settings and certain features of the Services for the needs of your Organization ("Development Services"). You must be an Admin User of your Organization in order to use the Development Services, and you must comply with these API Terms, the developer documents and other specifications and technologies provided to you via the Development Services.

If you violate any provisions of these API Terms, we may suspend or terminate your access to the Services without notice in accordance with the Terms.

PERMITTED USE OF THE DEVELOPMENT SERVICES

1.       You may only use the Development Services if:

a.   you are an Admin User of your Organization;

b.   you are authorized by your Organization to perform the customizations of the Services accounts, settings and features in relation to your Organization using the Development Services; and

c.   you will comply with all relevant laws and regulations, the technical specifications and standards, our requirements relating to technology and security, other requirements provided via development documents on the service platform, so as to ensure that relevant account will operate in a secure and stable manner.

2.       When you use Development Services to interact with other users through the Services using your Admin Account, you may only collect, store and use the data of other users or end users in accordance with the Privacy Policy and the following requirements:

a.   you must obtain the prior express consent from other users or end users, and you can only collect the user data that is necessary for the purpose of operation and feature implementation. Meanwhile, you shall inform other users or end users about why and what data is collected and how the collected data is used so as to guarantee the right to know and choose of other users and end users;

b.   you must implement all necessary security and protection measures for relevant user data that you collected to prevent these data from theft, leakage and unauthorized access;

 

c.    you shall only access the user data collected in the Organization structure established under the specific Admin Account for your Organization, and you shall neither use such user data outside your Organization nor for any other purposes, nor make available such user data to any third party in any way.

 

3.       Except as expressly provided under these API Terms, you may not use the Development Services for any other purpose, nor entrust or delegate to any third party to access or utilize the Development Services in any way, unless expressly authorized by us.

RESTRICTIONS RELATING TO THE DEVELOPMENT SERVICES

You may not, nor may you permit any other person to:

a.       remove, obscure or modify any copyright, trade mark or other proprietary rights notice, marks or indications found in or on the Services;

b.       use our or our affiliates’ URL address(es) and other technical APIs outside the Services in any way without our written permission;

c.       provide proxy authentication credentials for automatic login to access the Services by any other users;

d.       automatically redirect the browser window to another webpage;

e.       develop any form of network platform service through the use of your Account;

f.        infringe on the legitimate rights and interests of others, including but not limited to Intellectual Property Rights and other relevant rights and interests; or

g.       engage in other acts or provide content which may be considered by us to be deceptive, fraudulent, malicious, misleading or otherwise unlawful.

YOUR RESPONSIBILITY

a.       Once you stop using Development Services or we terminate your use of Development Services for any reason, you must immediately delete all data, including all backups thereof, obtained through your use of Development Services, and shall no longer use such data for any purpose;

b.       You shall take reasonable and secure technical measures for various data and information obtained through your use of Development Services to ensure the security thereof, and shall implement encryption measures or applying other security measures on your own; and

c.       You are solely responsible for all content generated from your use of Development Services, and you shall be liable for any loss arising therefrom that is caused to us, our affiliates or any third party.


 

APP PLATFORM TERMS

These App Platform Terms are incorporated by reference and form part of the Terms (i.e. WeCom Service Agreement). The ways in which you can use the Services made available as apps downloaded from an app platform may also be controlled by the relevant platform provider’s rules and policies. To the extent required by such rules and policies, these additional terms will apply instead to the extent of any inconsistency with the main body of the Terms.

Platform

Platform Terms

iOS APP Store

Your use of the Services made available as apps via the iOS App Store (“iOS Apps”) is subject to any policies promulgated by Apple, Inc. or its affiliates or subsidiaries (collectively, “Apple”) that apply to the use of such service, including the Apple Media Services Terms and Conditions available at https://www.apple.com/legal/internet-services/itunes/.

You acknowledge that:

·         to the extent any third party content is made available or accessible via the iOS Apps, the third party providing such content shall be solely responsible for such content;

·         Service Provider may from time to time adjust your visibility, status or rank on iOS Apps in accordance with these Terms;

·         Service Provider, not Apple, licenses or makes available the iOS Apps to you in accordance with these Terms and these Terms are between Service Provider and you, not Apple;

·         the license granted to you in the iOS Apps is limited to a non-transferable license to use the iOS Apps on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such iOS Apps may be accessed and used by other accounts associated with the purchaser via iOS Family Sharing or volume purchasing;

·         You and Service Provider acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Apps;

·         you shall be solely responsible for ensuring you use any account that you use to log into the Services in accordance with the policies applicable to such account;

·         Apple Inc. and its affiliates are not responsible or liable to you for content made available through the Services, and as between you and Apple, you, not Apple, are solely responsible for your use of the Services and the content thereof;

·         in the event of any failure of the iOS Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App(s) to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS Apps, and as between Service Provider and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Service Provider’s responsibility;

·         As between Service Provider and Apple, (A) Service Provider, not Apple, is responsible for addressing any of your claims or claims of any third party relating to the iOS App or your possession and/or use of that iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, (B) in the event of any third party claim that the iOS App or your possession and use of that iOS App infringes that third party’s intellectual property rights, Service Provider, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;

·         Service Provider does not grant you a right to use any intellectual property rights, including trademarks, of Apple Inc. or its affiliates. Your use of such intellectual property rights is granted (if applicable) in accordance with the Apple Media Services Terms and Conditions and any other policies made available by Apple Inc. or its affiliates from time to time in relation to use of the platform;

·         Service Provider may be required to change the Services, or these Terms, in order to comply with instructions of Apple. You agree that we are permitted to make such changes immediately and without notice and shall have no liability to you or others with respect to such changes; and

·         Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

Google Play

Your use of the Google Play Store is subject to any policies that apply to the use of such service, including the Google Play Terms of Service available at https://www.google.com/mobile/android/market-tos.html.

You acknowledge that:

·         you are above the minimum age for your country specified in the Google Play Terms of Service;

·         to the extent you are able to upload content or communications to the Services, you must not promote violence, or incite hatred against individuals or groups based on race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, or any other characteristic that is associated with systemic discrimination or marginalization;

·         we may remove or block access to your Account if we suspect that you have breached these Terms or the Google Play Terms of Service;

·         Service Provider, not Google Inc. nor any of its affiliates, licenses the Services to you in accordance with these terms;

·         you shall be solely responsible for ensuring you use any account that you use to log into the Services in accordance with the policies applicable to such account;

·         Google Inc. and its affiliates are not responsible or liable to you for content made available through the Services;

·         Service Provider does not grant you a right to use any intellectual property rights, including trademarks, of Google Inc. or its affiliates. Your use of such intellectual property rights is granted (if applicable) in accordance with the Google Play Terms of Service and any other policies made available by Google Inc. or its affiliates from time to time in relation to use of the platform; and

·         Service Provider may be required to change the Services, or these Terms, in order to comply with instructions of Google Inc. You agree that we are permitted to make such changes immediately and without notice and shall have no liability to you or others with respect to such changes.