End User License Agreement
Latest update: 24 Oct, 2025
This End User License Agreement ("this Agreement") is a legally binding agreement between you (an individual or an individual acting on behalf of an entity purchasing or acquiring the services, hereinafter collectively referred to as "you" or "the Licensee") and LangGenius, Inc., a company established under the State of Delaware, with its principal place of business at 440 N. Wolfe Road, Sunnyvale, CA 94085, ("the Licensor") regarding the services referred to in this Agreement. Before installing or using the software, please read this Agreement carefully. By installing, using the software, you confirm your acceptance of the terms and conditions set forth in this Agreement and agree to be bound by them. If you do not agree to the terms of this Agreement, do not access or use the services and return the services to the place of purchase to apply for a refund.
I. Definitions
"Services" refers to the commercial version program of the Dify Enterprise Edition software provided by the Licensor, as well as the corresponding documentation, materials, electronic documents. It also includes any upgrades, modified versions, updates, supplementary content provided by the Licensor and their copies.
"Vendor" refers to the Licensor's partners who are authorize to resell the services and offer support therefor.
"Device" refers to any computer, server, mobile device (such as a smartphone or tablet), or other hardware device with data processing capabilities that the end user is authorized to use and access the services on, excluding public cloud infrastructure.
"Internal Network" refers to the private and proprietary network resources that can only be accessed by the employees and individual users of a specific company or other commercial entity, excluding any part of the Internet or other publicly accessible network communities.
"Fees" refer to all payments that the end - user should pay to the Licensor or Vendor for obtaining the right to use the software according to this EULA.
"Third - Party Services" refers to services, data, or other materials provided by third parties included in the software.
"License Term" refers to the period during which the Licensee obtains the right to use the software according to this Agreement, which can be a fixed - term or perpetual term, subject to the specific provisions of the order or this Agreement.
"Confidential Information" refers to all non - public information related to the services, including but not limited to the software's source code, algorithms, technical documentation, business plans, customer information, license fee information, etc., as well as any other confidential information obtained by one party from the other party during the conclusion and performance of this EULA.
"Termination" refers to the situation where this EULA no longer has legal effect due to expiration, early termination, or other reasons.
II. License Grant
The Licensor grants the Licensee a limited, nonexclusive, nontransferable, and nonsublicensable license to privately deploy and use the services solely within the Licensee’s Internal Network environment, subject to strict compliance with the terms and conditions of this Agreement.
The Licensee may access and use the services on device within the internal network, but it must ensure that the number of uses does not exceed the number of licenses purchased. If the purchased services are licensed by the number of devices, the number of devices on which the services is used shall not exceed the licensed number of devices.
The Licensee is entitled to create a reasonable number of backup copies of the services solely for archival and disaster recovery purposes. Backup copies shall not be used for any other purpose and must be securely stored to prevent unauthorized access or use. Backup copies may only be used when the primary copy is unavailable, and use of the backup must cease once the primary copy is restored to normal operation.
If the services contain open - source components, the Licensee shall comply with the provisions of the corresponding open - source agreements. The use, modification, and distribution of open - source components shall meet the requirements of the open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make every effort to assist the Licensee in resolving problems related to open - source components.
III. License Restrictions
The Licensee shall not reverse - engineer, decompile, disassemble, translate, localize, or attempt to derive the source code of the services. The Licensee shall not separate the components of the services for SaaS, nor shall it unpack, embed, or repackage the services for distribution. The Licensee shall not delete or change any trademarks, copyright notices, labels, or other ownership markings in the services.
The Licensee shall not lease, license, transfer, timeshare, host, lend, sublicense, distribute, rent, or otherwise dispose of the services or any related licenses to third parties without the Licensor’s prior written consent. Any permitted transfer requires the transferee to agree in writing to be bound by this Agreement’s terms and conditions. The Licensee shall not, and shall not permit any other to, sell, rent, license, distribute, transfer, time-share, host, lend, license or sublicense the services or related licenses, grant third parties the right to use the services or related licenses, distribute or lease the services, or transfer the services or related licenses to any third party, without the prior written consent of the Licensor. When obtaining the Licensor's written consent for transfer, the transferee must agree in writing to be bound by the terms and conditions of this Agreement, and all copies must include the original copyright information.
The Licensee shall not use the services for any illegal activities, nor shall it use the services to infringe on the intellectual property rights, privacy, or other legal rights of third parties. The Licensee shall not use the services to engage in activities that may damage the reputation or interests of the Licensor.
The Licensee shall not modify, adapt, create derivative works of the services, nor shall it build similar or competitive products or services. The Licensee shall not use macros or other automated technologies to expand the services' functions, unless prior written consent from the Licensor is obtained. If the Licensee conducts customized development based on the services, the ownership of the intellectual property rights of the development results shall be determined according to a separate agreement signed by both parties. If there is no separate agreement, the intellectual property rights shall belong to the Licensor.
The Licensee shall not access or use the services directly or indirectly in a manner that violates the applicable end - user agreement.
The Licensee shall not use the services to abuse, interfere with or otherwise disrupt the services provided by the Licensor, nor shall the Licensee interfere with the Licensee’s own accounts, host privileges, or the privileges or services of any other user whether intentionally or through negligence.
If the user deploys both the open - source version and the commercial version simultaneously, the user must ensure that the modification and distribution of the open - source version comply with its open - source agreement, and shall not merge the code, functions, or documentation of the commercial version into the open - source version.
The Licensor reserves the right, but does not undertake the obligation, to monitor, investigate, and take appropriate action against any party using the services in violation of applicable laws or this Agreement, including restricting the Licensee's functionality of the services through remote commands. The Licensor shall use commercially reasonable efforts to provide the Licensee with relevant notification; however, should it be determined that the Licensee's actions may jeopardize the operation of the services or other users, the Licensor may, without prior notice, restrict or terminate the Licensee's access to relevant functionalities through remote commands.
IV. Software Use Specifications
The Licensee shall ensure that all personnel using the services have obtained proper authorization and comply with the terms and conditions of this Agreement. The Licensee shall be responsible for the actions of its authorized personnel when using the services. If an authorized person violates this Agreement, the Licensee shall bear the corresponding liability.
During the use of the services, the Licensee shall comply with all applicable laws and regulations, including but not limited to laws and regulations on data protection, privacy protection, and export control. The Licensee shall be solely responsible for any liability arising from its violation of laws and regulations.
The services may contain third - party software or links to third - party services. When using these third - party contents, the Licensee shall comply with the relevant terms and conditions of the third parties. The Licensor shall not be responsible for the quality, security, or legality of third - party software or services. The Licensor shall not be liable for any problems or losses incurred by the Licensee due to the use of third - party contents.
The Licensee shall properly keep the services license key and shall not disclose it to any third party. If the license key is lost or stolen, the Licensee shall immediately notify the Licensor and take measures as required by the Licensor, such as changing the key. The Licensee shall be responsible for any problems arising from the leakage of the license key due to its improper storage.
The Licensor may engage a third-party auditing tool to remotely scan the Licensee’s servers each year. The Licensee must open the specified ports and retain operational logs for at least 180 days. The Licensor shall select a third-party auditing tool with good reputation and professional qualifications. The tool shall be capable of performing comprehensive scanning and detection of the Licensee’s servers and accurately identifying the deployment and usage of the services. The choice of the auditing tool shall be communicated to the Licensee in advance and obtain the Licensee’s approval.
If a non-compliant deployment is found, the Licensee shall pay historical fees equal to twice the license fee. During the audit, the Licensor shall ensure that the operation of the auditing tool complies with applicable laws, regulations, and security standards, and shall not disclose the Licensee’s trade secrets or private data. After the audit is completed, the Licensor shall provide the Licensee with an audit report, which shall include the audit results, identified issues, and remediation recommendations. The time period for calculating the historical fees to be paid upon discovery of a non-compliant deployment shall run from the date the services were first deployed and used to the date the non-compliant deployment was discovered.
V. Intellectual Property Rights
All intellectual property rights of the services, including but not limited to copyrights, trademark rights, patent rights, and trade secrets, belong to the Licensor. The Licensee only obtains the use license expressly granted in this Agreement and does not obtain the ownership of the services.
The Licensee acknowledges that the services are protected by copyright laws and international copyright treaties. The Licensee shall not infringe on the intellectual property rights of the services. If the Licensee discovers any act of infringing on the intellectual property rights of the services, it shall promptly notify the Licensor and assist the Licensor in taking measures to stop the infringement.
The Licensee owns all data and content generated during its use of the services ("User Content"). The Licensor's use of User Content shall comply with relevant laws, regulations, and the provisions of this Agreement, and shall protect the Licensee's privacy and data security. In the event that any such content violates applicable laws, regulations, or provisions of this Agreement, the Licensor shall have the right to conduct investigations and take any measures deemed necessary, including but not limited to issuing warnings, suspending or terminating services or software access, deactivating accounts or end-user profiles, and implementing other reasonable measures.
VI. Confidentiality Clause
Both parties shall keep confidential the confidential information (such as trade secrets, technical secrets, and user data) of the other party known during the performance of this Agreement. Without the prior written consent of the other party, neither party shall disclose such information to any third party or use it for any purpose other than this Agreement. Confidential information includes but is not limited to the services' algorithms, design documents, user lists, and business plans.
The confidentiality period of this clause shall arise from the effective date of the agreement. After the expiration of the confidentiality period, both parties shall still be obliged to keep the confidential information confidential until the confidential information no longer has confidentiality. If disclosure of confidential information is required by law or judicial procedures, the disclosing party shall notify the other party before disclosure and make every effort to assist the other party in protecting the confidential information.
VII. Term and Termination
This Agreement is effective as of the date of your acceptance and will continue in effect for the duration of your use, unless terminated in accordance with Section [VII] of this Agreement.
If the Licensee violates any term of this Agreement, the Licensor has the right to immediately terminate this Agreement upon written notice to the Licensee. The Licensee shall immediately stop using the services and destroy all related software copies and documents upon receiving the termination notice. If the Licensee fails to stop using or destroying within the specified time, the Licensor has the right to take legal measures to hold it liable.
If the Licensee goes bankrupt, is liquidated, is insolvent, or undergoes other similar legal procedures, the Licensor has the right to immediately terminate this Agreement and has the right to require the Licensee to immediately stop using the services and destroy all related software copies and documents. In such a case, the Licensee shall cooperate with the Licensor's requirements; otherwise, the Licensor has the right to take legal means to protect its rights and interests.
After the termination of this Agreement, all rights and obligations of both parties under this Agreement shall immediately terminate, except for the confidentiality clause, intellectual property rights clause, dispute resolution clause, etc. Both parties still need to abide by the provisions of these clauses.
VIII. Limited Warranty and Disclaimer of Warranty
The Licensor warrants that during the License Term, under normal use, the services will generally conform to the descriptions and regulations in the relevant documents. If the services malfunctions or have defects, the Licensor will provide technical support and maintenance services within a reasonable time to ensure that the services resume normal operation. The specific content and method of technical support and maintenance services shall be determined by the Licensor, and the Licensee shall cooperate with the Licensor in relevant operations.
The Licensor shall not be liable for services malfunctions or defects caused by the Licensee's failure to access, operate, or maintain the services in accordance with the services' instructions, or by the combination of the services used by the Licensee with third - party software, hardware, or services not approved by the Licensor. The Licensee shall ensure that the use environment meets the requirements of the services and use the services in accordance with the instructions. If problems occur due to its own reasons, the Licensee shall bear the consequences.
Except for the warranties expressly provided in this Agreement, the Licensor and its Vendors make no other express or implied warranties regarding the services, including but not limited to warranties of the services' suitability, accuracy, completeness, non - infringement, freedom from viruses, and absence of errors. The Licensee shall bear the risks of using the services on its own, and the Licensor makes no commitment regarding the use effect or result of the services.
If the services contain open - source components, the Licensor provides no warranties for the open - source components. The Licensee shall bear the risks of using open - source components on its own. The use of open - source components shall comply with the provisions of the corresponding open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make effort to assist the Licensee in resolving problems related to open - source components.
IX. Limitation of Liability
Under no circumstances shall the Licensor, its affiliates, or its Vendors be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to data loss, business interruption, loss of profits, loss of business opportunities, etc.) caused by the use or inability to use the services, even if the Licensor has been informed of the possibility of such damages. The Licensee shall bear the risks of using the services on its own, and the Licensor shall not be liable for compensation for losses caused by problems of the services.
The total liability of the Licensor to the Licensee (whether based on contract, tort, negligence, or other reasons) shall not exceed the total amount of license fees paid by the Licensee for the services under any circumstances. If the Licensee makes a claim against the Licensor due to problems of the services, the compensation amount of the Licensor shall be limited to the license fees paid by the Licensee.
In some jurisdictions, the exclusion or limitation of liability for indirect, special, incidental, or consequential damages is not allowed. In these jurisdictions, the limitations and exclusions of the Licensor's liability in this clause shall only be applicable to the extent permitted by law. If the law requires the Licensor to assume certain liabilities, the scope of the Licensor's liability will be adjusted according to the law, but still within a reasonable range.
X. Indemnification Clause
The Licensee agrees to indemnify and hold harmless the Licensor, its affiliates, Vendors, and licensors from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensee's violation of this Agreement, use of the services to infringe on the intellectual property rights or other legal rights of third parties, or other improper acts of the Licensee. If the Licensor suffers losses due to the actions of the Licensee, the Licensee shall be responsible for compensating all losses of the Licensor.
The Licensor agrees to indemnify and hold harmless the Licensee from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensor's violation of this Agreement, the services' infringement of the intellectual property rights or other legal rights of third parties. If the Licensee suffers losses due to the actions of the Licensor, the Licensor shall be responsible for compensating all losses of the Licensee.
In the event of any indemnification incident, the damaged party shall promptly notify the other party and cooperate with the other party in the investigation and handling. Without the prior written consent of the other party, the damaged party shall not resolve any claim or assume any liability on its own. If the damaged party's self - handling leads to an expansion of the losses of the other party, it shall bear the corresponding liability for compensation.
The cumulative indemnification liability of the Licensor shall not exceed the actual fees paid by the Licensee in the past 12 months. The actual fees paid in the past 12 months only refer to the services license fees paid by the Licensee, excluding other fees (such as service fees). If the Licensee has made multiple payments of license fees in the past 12 months, the actual fees shall be calculated on a cumulative basis.
XI. Updates and Upgrades
Regarding software updates and upgrades, the Licensor will make arrangements according to the development of the software and market demands. The Licensee shall install software updates and upgrade versions in a timely manner to ensure the normal use and security of the services. The Licensor shall not be liable for software problems caused by the Licensee's failure to install updates and upgrade versions in a timely manner.
The Licensee shall, at the Licensor’s request, provide necessary information and assistance so that the Licensor can deliver technical support and maintenance services. If the Licensee fails to provide the necessary information or assistance and as a result technical support or maintenance cannot be performed properly, the Licensor shall not be held liable.
Regarding updates and upgrades to the services, the Licensor will arrange them in accordance with the development of the service and market demand. The Licensee shall promptly install updated and upgraded versions of the services to ensure normal operation and security. If any issues with the services arise because the Licensee failed to update or upgrade the services in a timely manner, the Licensor shall not be held liable.
XII. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located.
If a dispute arises between the two parties during the performance of this Agreement, the two parties shall first attempt to resolve it through friendly consultations. If the consultations fail, either party shall have the right to submit the dispute to a court with jurisdiction for litigation. During the dispute resolution period, the two parties shall continue to perform the other provisions of this Agreement that are not related to the dispute.
During the litigation, the Licensor has the right to limit the functions of the Licensee's services to only data export through remote instructions. Before the operation, the Licensor shall send a written notice to the Licensee, and the notice content shall include the reasons for the limitation, the limitation time, the limitation scope, and other information. Based on valid judgment of the court, if the Licensee wins the case, the Licensor shall restore the normal use rights of the Licensee's services within 10 working days; if the Licensee loses the case, the Licensor has the right to decide whether to continue to limit the functions of the Licensee's services or take other measures according to the litigation result.
XIII. Other Provisions
This Agreement constitutes the entire agreement between the two parties regarding the use of the services and supersedes all previous oral or written agreements, letters of intent, memorandums of understanding, etc. regarding the use of the services between the two parties. The terms of this Agreement shall be final. In case of any inconsistency between any previous agreements of the two parties and this Agreement, this Agreement shall prevail.
Any modification or supplement to this Agreement shall be subject to the written consultation and consent of both parties, and a relevant written agreement shall be signed. Without the prior written consent of both parties, neither party shall unilaterally modify the terms of this Agreement.
If any provision of this Agreement is determined to be invalid or unenforceable, it shall not affect the validity and enforceability of the other provisions. The invalid or unenforceable provision shall be adjusted or replaced in accordance with the law to ensure the realization of the purpose of this Agreement.
The headings of this Agreement are solely for the convenience of reading and shall not affect the interpretation and enforcement of the provisions of this Agreement. When interpreting the provisions of this Agreement, it shall be understood based on the specific content and context of the provisions, and shall not be restricted by the headings.
This Agreement shall be binding on and inure to the benefit of both parties and their respective successors and assigns. If a party transfers its rights and obligations under this Agreement to a third party, it shall first obtain the prior written consent of the other party, and the transferee shall accept the terms and conditions of this Agreement.
This End User License Agreement ("this Agreement") is a legally binding agreement between you (an individual or an individual acting on behalf of an entity purchasing or acquiring the services, hereinafter collectively referred to as "you" or "the Licensee") and LangGenius, Inc., a company established under the State of Delaware, with its principal place of business at 440 N. Wolfe Road, Sunnyvale, CA 94085, ("the Licensor") regarding the services referred to in this Agreement. Before installing or using the software, please read this Agreement carefully. By installing, using the software, you confirm your acceptance of the terms and conditions set forth in this Agreement and agree to be bound by them. If you do not agree to the terms of this Agreement, do not access or use the services and return the services to the place of purchase to apply for a refund.
I. Definitions
"Services" refers to the commercial version program of the Dify Enterprise Edition software provided by the Licensor, as well as the corresponding documentation, materials, electronic documents. It also includes any upgrades, modified versions, updates, supplementary content provided by the Licensor and their copies.
"Vendor" refers to the Licensor's partners who are authorize to resell the services and offer support therefor.
"Device" refers to any computer, server, mobile device (such as a smartphone or tablet), or other hardware device with data processing capabilities that the end user is authorized to use and access the services on, excluding public cloud infrastructure.
"Internal Network" refers to the private and proprietary network resources that can only be accessed by the employees and individual users of a specific company or other commercial entity, excluding any part of the Internet or other publicly accessible network communities.
"Fees" refer to all payments that the end - user should pay to the Licensor or Vendor for obtaining the right to use the software according to this EULA.
"Third - Party Services" refers to services, data, or other materials provided by third parties included in the software.
"License Term" refers to the period during which the Licensee obtains the right to use the software according to this Agreement, which can be a fixed - term or perpetual term, subject to the specific provisions of the order or this Agreement.
"Confidential Information" refers to all non - public information related to the services, including but not limited to the software's source code, algorithms, technical documentation, business plans, customer information, license fee information, etc., as well as any other confidential information obtained by one party from the other party during the conclusion and performance of this EULA.
"Termination" refers to the situation where this EULA no longer has legal effect due to expiration, early termination, or other reasons.
II. License Grant
The Licensor grants the Licensee a limited, nonexclusive, nontransferable, and nonsublicensable license to privately deploy and use the services solely within the Licensee’s Internal Network environment, subject to strict compliance with the terms and conditions of this Agreement.
The Licensee may access and use the services on device within the internal network, but it must ensure that the number of uses does not exceed the number of licenses purchased. If the purchased services are licensed by the number of devices, the number of devices on which the services is used shall not exceed the licensed number of devices.
The Licensee is entitled to create a reasonable number of backup copies of the services solely for archival and disaster recovery purposes. Backup copies shall not be used for any other purpose and must be securely stored to prevent unauthorized access or use. Backup copies may only be used when the primary copy is unavailable, and use of the backup must cease once the primary copy is restored to normal operation.
If the services contain open - source components, the Licensee shall comply with the provisions of the corresponding open - source agreements. The use, modification, and distribution of open - source components shall meet the requirements of the open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make every effort to assist the Licensee in resolving problems related to open - source components.
III. License Restrictions
The Licensee shall not reverse - engineer, decompile, disassemble, translate, localize, or attempt to derive the source code of the services. The Licensee shall not separate the components of the services for SaaS, nor shall it unpack, embed, or repackage the services for distribution. The Licensee shall not delete or change any trademarks, copyright notices, labels, or other ownership markings in the services.
The Licensee shall not lease, license, transfer, timeshare, host, lend, sublicense, distribute, rent, or otherwise dispose of the services or any related licenses to third parties without the Licensor’s prior written consent. Any permitted transfer requires the transferee to agree in writing to be bound by this Agreement’s terms and conditions. The Licensee shall not, and shall not permit any other to, sell, rent, license, distribute, transfer, time-share, host, lend, license or sublicense the services or related licenses, grant third parties the right to use the services or related licenses, distribute or lease the services, or transfer the services or related licenses to any third party, without the prior written consent of the Licensor. When obtaining the Licensor's written consent for transfer, the transferee must agree in writing to be bound by the terms and conditions of this Agreement, and all copies must include the original copyright information.
The Licensee shall not use the services for any illegal activities, nor shall it use the services to infringe on the intellectual property rights, privacy, or other legal rights of third parties. The Licensee shall not use the services to engage in activities that may damage the reputation or interests of the Licensor.
The Licensee shall not modify, adapt, create derivative works of the services, nor shall it build similar or competitive products or services. The Licensee shall not use macros or other automated technologies to expand the services' functions, unless prior written consent from the Licensor is obtained. If the Licensee conducts customized development based on the services, the ownership of the intellectual property rights of the development results shall be determined according to a separate agreement signed by both parties. If there is no separate agreement, the intellectual property rights shall belong to the Licensor.
The Licensee shall not access or use the services directly or indirectly in a manner that violates the applicable end - user agreement.
The Licensee shall not use the services to abuse, interfere with or otherwise disrupt the services provided by the Licensor, nor shall the Licensee interfere with the Licensee’s own accounts, host privileges, or the privileges or services of any other user whether intentionally or through negligence.
If the user deploys both the open - source version and the commercial version simultaneously, the user must ensure that the modification and distribution of the open - source version comply with its open - source agreement, and shall not merge the code, functions, or documentation of the commercial version into the open - source version.
The Licensor reserves the right, but does not undertake the obligation, to monitor, investigate, and take appropriate action against any party using the services in violation of applicable laws or this Agreement, including restricting the Licensee's functionality of the services through remote commands. The Licensor shall use commercially reasonable efforts to provide the Licensee with relevant notification; however, should it be determined that the Licensee's actions may jeopardize the operation of the services or other users, the Licensor may, without prior notice, restrict or terminate the Licensee's access to relevant functionalities through remote commands.
IV. Software Use Specifications
The Licensee shall ensure that all personnel using the services have obtained proper authorization and comply with the terms and conditions of this Agreement. The Licensee shall be responsible for the actions of its authorized personnel when using the services. If an authorized person violates this Agreement, the Licensee shall bear the corresponding liability.
During the use of the services, the Licensee shall comply with all applicable laws and regulations, including but not limited to laws and regulations on data protection, privacy protection, and export control. The Licensee shall be solely responsible for any liability arising from its violation of laws and regulations.
The services may contain third - party software or links to third - party services. When using these third - party contents, the Licensee shall comply with the relevant terms and conditions of the third parties. The Licensor shall not be responsible for the quality, security, or legality of third - party software or services. The Licensor shall not be liable for any problems or losses incurred by the Licensee due to the use of third - party contents.
The Licensee shall properly keep the services license key and shall not disclose it to any third party. If the license key is lost or stolen, the Licensee shall immediately notify the Licensor and take measures as required by the Licensor, such as changing the key. The Licensee shall be responsible for any problems arising from the leakage of the license key due to its improper storage.
The Licensor may engage a third-party auditing tool to remotely scan the Licensee’s servers each year. The Licensee must open the specified ports and retain operational logs for at least 180 days. The Licensor shall select a third-party auditing tool with good reputation and professional qualifications. The tool shall be capable of performing comprehensive scanning and detection of the Licensee’s servers and accurately identifying the deployment and usage of the services. The choice of the auditing tool shall be communicated to the Licensee in advance and obtain the Licensee’s approval.
If a non-compliant deployment is found, the Licensee shall pay historical fees equal to twice the license fee. During the audit, the Licensor shall ensure that the operation of the auditing tool complies with applicable laws, regulations, and security standards, and shall not disclose the Licensee’s trade secrets or private data. After the audit is completed, the Licensor shall provide the Licensee with an audit report, which shall include the audit results, identified issues, and remediation recommendations. The time period for calculating the historical fees to be paid upon discovery of a non-compliant deployment shall run from the date the services were first deployed and used to the date the non-compliant deployment was discovered.
V. Intellectual Property Rights
All intellectual property rights of the services, including but not limited to copyrights, trademark rights, patent rights, and trade secrets, belong to the Licensor. The Licensee only obtains the use license expressly granted in this Agreement and does not obtain the ownership of the services.
The Licensee acknowledges that the services are protected by copyright laws and international copyright treaties. The Licensee shall not infringe on the intellectual property rights of the services. If the Licensee discovers any act of infringing on the intellectual property rights of the services, it shall promptly notify the Licensor and assist the Licensor in taking measures to stop the infringement.
The Licensee owns all data and content generated during its use of the services ("User Content"). The Licensor's use of User Content shall comply with relevant laws, regulations, and the provisions of this Agreement, and shall protect the Licensee's privacy and data security. In the event that any such content violates applicable laws, regulations, or provisions of this Agreement, the Licensor shall have the right to conduct investigations and take any measures deemed necessary, including but not limited to issuing warnings, suspending or terminating services or software access, deactivating accounts or end-user profiles, and implementing other reasonable measures.
VI. Confidentiality Clause
Both parties shall keep confidential the confidential information (such as trade secrets, technical secrets, and user data) of the other party known during the performance of this Agreement. Without the prior written consent of the other party, neither party shall disclose such information to any third party or use it for any purpose other than this Agreement. Confidential information includes but is not limited to the services' algorithms, design documents, user lists, and business plans.
The confidentiality period of this clause shall arise from the effective date of the agreement. After the expiration of the confidentiality period, both parties shall still be obliged to keep the confidential information confidential until the confidential information no longer has confidentiality. If disclosure of confidential information is required by law or judicial procedures, the disclosing party shall notify the other party before disclosure and make every effort to assist the other party in protecting the confidential information.
VII. Term and Termination
This Agreement is effective as of the date of your acceptance and will continue in effect for the duration of your use, unless terminated in accordance with Section [VII] of this Agreement.
If the Licensee violates any term of this Agreement, the Licensor has the right to immediately terminate this Agreement upon written notice to the Licensee. The Licensee shall immediately stop using the services and destroy all related software copies and documents upon receiving the termination notice. If the Licensee fails to stop using or destroying within the specified time, the Licensor has the right to take legal measures to hold it liable.
If the Licensee goes bankrupt, is liquidated, is insolvent, or undergoes other similar legal procedures, the Licensor has the right to immediately terminate this Agreement and has the right to require the Licensee to immediately stop using the services and destroy all related software copies and documents. In such a case, the Licensee shall cooperate with the Licensor's requirements; otherwise, the Licensor has the right to take legal means to protect its rights and interests.
After the termination of this Agreement, all rights and obligations of both parties under this Agreement shall immediately terminate, except for the confidentiality clause, intellectual property rights clause, dispute resolution clause, etc. Both parties still need to abide by the provisions of these clauses.
VIII. Limited Warranty and Disclaimer of Warranty
The Licensor warrants that during the License Term, under normal use, the services will generally conform to the descriptions and regulations in the relevant documents. If the services malfunctions or have defects, the Licensor will provide technical support and maintenance services within a reasonable time to ensure that the services resume normal operation. The specific content and method of technical support and maintenance services shall be determined by the Licensor, and the Licensee shall cooperate with the Licensor in relevant operations.
The Licensor shall not be liable for services malfunctions or defects caused by the Licensee's failure to access, operate, or maintain the services in accordance with the services' instructions, or by the combination of the services used by the Licensee with third - party software, hardware, or services not approved by the Licensor. The Licensee shall ensure that the use environment meets the requirements of the services and use the services in accordance with the instructions. If problems occur due to its own reasons, the Licensee shall bear the consequences.
Except for the warranties expressly provided in this Agreement, the Licensor and its Vendors make no other express or implied warranties regarding the services, including but not limited to warranties of the services' suitability, accuracy, completeness, non - infringement, freedom from viruses, and absence of errors. The Licensee shall bear the risks of using the services on its own, and the Licensor makes no commitment regarding the use effect or result of the services.
If the services contain open - source components, the Licensor provides no warranties for the open - source components. The Licensee shall bear the risks of using open - source components on its own. The use of open - source components shall comply with the provisions of the corresponding open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make effort to assist the Licensee in resolving problems related to open - source components.
IX. Limitation of Liability
Under no circumstances shall the Licensor, its affiliates, or its Vendors be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to data loss, business interruption, loss of profits, loss of business opportunities, etc.) caused by the use or inability to use the services, even if the Licensor has been informed of the possibility of such damages. The Licensee shall bear the risks of using the services on its own, and the Licensor shall not be liable for compensation for losses caused by problems of the services.
The total liability of the Licensor to the Licensee (whether based on contract, tort, negligence, or other reasons) shall not exceed the total amount of license fees paid by the Licensee for the services under any circumstances. If the Licensee makes a claim against the Licensor due to problems of the services, the compensation amount of the Licensor shall be limited to the license fees paid by the Licensee.
In some jurisdictions, the exclusion or limitation of liability for indirect, special, incidental, or consequential damages is not allowed. In these jurisdictions, the limitations and exclusions of the Licensor's liability in this clause shall only be applicable to the extent permitted by law. If the law requires the Licensor to assume certain liabilities, the scope of the Licensor's liability will be adjusted according to the law, but still within a reasonable range.
X. Indemnification Clause
The Licensee agrees to indemnify and hold harmless the Licensor, its affiliates, Vendors, and licensors from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensee's violation of this Agreement, use of the services to infringe on the intellectual property rights or other legal rights of third parties, or other improper acts of the Licensee. If the Licensor suffers losses due to the actions of the Licensee, the Licensee shall be responsible for compensating all losses of the Licensor.
The Licensor agrees to indemnify and hold harmless the Licensee from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensor's violation of this Agreement, the services' infringement of the intellectual property rights or other legal rights of third parties. If the Licensee suffers losses due to the actions of the Licensor, the Licensor shall be responsible for compensating all losses of the Licensee.
In the event of any indemnification incident, the damaged party shall promptly notify the other party and cooperate with the other party in the investigation and handling. Without the prior written consent of the other party, the damaged party shall not resolve any claim or assume any liability on its own. If the damaged party's self - handling leads to an expansion of the losses of the other party, it shall bear the corresponding liability for compensation.
The cumulative indemnification liability of the Licensor shall not exceed the actual fees paid by the Licensee in the past 12 months. The actual fees paid in the past 12 months only refer to the services license fees paid by the Licensee, excluding other fees (such as service fees). If the Licensee has made multiple payments of license fees in the past 12 months, the actual fees shall be calculated on a cumulative basis.
XI. Updates and Upgrades
Regarding software updates and upgrades, the Licensor will make arrangements according to the development of the software and market demands. The Licensee shall install software updates and upgrade versions in a timely manner to ensure the normal use and security of the services. The Licensor shall not be liable for software problems caused by the Licensee's failure to install updates and upgrade versions in a timely manner.
The Licensee shall, at the Licensor’s request, provide necessary information and assistance so that the Licensor can deliver technical support and maintenance services. If the Licensee fails to provide the necessary information or assistance and as a result technical support or maintenance cannot be performed properly, the Licensor shall not be held liable.
Regarding updates and upgrades to the services, the Licensor will arrange them in accordance with the development of the service and market demand. The Licensee shall promptly install updated and upgraded versions of the services to ensure normal operation and security. If any issues with the services arise because the Licensee failed to update or upgrade the services in a timely manner, the Licensor shall not be held liable.
XII. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located.
If a dispute arises between the two parties during the performance of this Agreement, the two parties shall first attempt to resolve it through friendly consultations. If the consultations fail, either party shall have the right to submit the dispute to a court with jurisdiction for litigation. During the dispute resolution period, the two parties shall continue to perform the other provisions of this Agreement that are not related to the dispute.
During the litigation, the Licensor has the right to limit the functions of the Licensee's services to only data export through remote instructions. Before the operation, the Licensor shall send a written notice to the Licensee, and the notice content shall include the reasons for the limitation, the limitation time, the limitation scope, and other information. Based on valid judgment of the court, if the Licensee wins the case, the Licensor shall restore the normal use rights of the Licensee's services within 10 working days; if the Licensee loses the case, the Licensor has the right to decide whether to continue to limit the functions of the Licensee's services or take other measures according to the litigation result.
XIII. Other Provisions
This Agreement constitutes the entire agreement between the two parties regarding the use of the services and supersedes all previous oral or written agreements, letters of intent, memorandums of understanding, etc. regarding the use of the services between the two parties. The terms of this Agreement shall be final. In case of any inconsistency between any previous agreements of the two parties and this Agreement, this Agreement shall prevail.
Any modification or supplement to this Agreement shall be subject to the written consultation and consent of both parties, and a relevant written agreement shall be signed. Without the prior written consent of both parties, neither party shall unilaterally modify the terms of this Agreement.
If any provision of this Agreement is determined to be invalid or unenforceable, it shall not affect the validity and enforceability of the other provisions. The invalid or unenforceable provision shall be adjusted or replaced in accordance with the law to ensure the realization of the purpose of this Agreement.
The headings of this Agreement are solely for the convenience of reading and shall not affect the interpretation and enforcement of the provisions of this Agreement. When interpreting the provisions of this Agreement, it shall be understood based on the specific content and context of the provisions, and shall not be restricted by the headings.
This Agreement shall be binding on and inure to the benefit of both parties and their respective successors and assigns. If a party transfers its rights and obligations under this Agreement to a third party, it shall first obtain the prior written consent of the other party, and the transferee shall accept the terms and conditions of this Agreement.
This End User License Agreement ("this Agreement") is a legally binding agreement between you (an individual or an individual acting on behalf of an entity purchasing or acquiring the services, hereinafter collectively referred to as "you" or "the Licensee") and LangGenius, Inc., a company established under the State of Delaware, with its principal place of business at 440 N. Wolfe Road, Sunnyvale, CA 94085, ("the Licensor") regarding the services referred to in this Agreement. Before installing or using the software, please read this Agreement carefully. By installing, using the software, you confirm your acceptance of the terms and conditions set forth in this Agreement and agree to be bound by them. If you do not agree to the terms of this Agreement, do not access or use the services and return the services to the place of purchase to apply for a refund.
I. Definitions
"Services" refers to the commercial version program of the Dify Enterprise Edition software provided by the Licensor, as well as the corresponding documentation, materials, electronic documents. It also includes any upgrades, modified versions, updates, supplementary content provided by the Licensor and their copies.
"Vendor" refers to the Licensor's partners who are authorize to resell the services and offer support therefor.
"Device" refers to any computer, server, mobile device (such as a smartphone or tablet), or other hardware device with data processing capabilities that the end user is authorized to use and access the services on, excluding public cloud infrastructure.
"Internal Network" refers to the private and proprietary network resources that can only be accessed by the employees and individual users of a specific company or other commercial entity, excluding any part of the Internet or other publicly accessible network communities.
"Fees" refer to all payments that the end - user should pay to the Licensor or Vendor for obtaining the right to use the software according to this EULA.
"Third - Party Services" refers to services, data, or other materials provided by third parties included in the software.
"License Term" refers to the period during which the Licensee obtains the right to use the software according to this Agreement, which can be a fixed - term or perpetual term, subject to the specific provisions of the order or this Agreement.
"Confidential Information" refers to all non - public information related to the services, including but not limited to the software's source code, algorithms, technical documentation, business plans, customer information, license fee information, etc., as well as any other confidential information obtained by one party from the other party during the conclusion and performance of this EULA.
"Termination" refers to the situation where this EULA no longer has legal effect due to expiration, early termination, or other reasons.
II. License Grant
The Licensor grants the Licensee a limited, nonexclusive, nontransferable, and nonsublicensable license to privately deploy and use the services solely within the Licensee’s Internal Network environment, subject to strict compliance with the terms and conditions of this Agreement.
The Licensee may access and use the services on device within the internal network, but it must ensure that the number of uses does not exceed the number of licenses purchased. If the purchased services are licensed by the number of devices, the number of devices on which the services is used shall not exceed the licensed number of devices.
The Licensee is entitled to create a reasonable number of backup copies of the services solely for archival and disaster recovery purposes. Backup copies shall not be used for any other purpose and must be securely stored to prevent unauthorized access or use. Backup copies may only be used when the primary copy is unavailable, and use of the backup must cease once the primary copy is restored to normal operation.
If the services contain open - source components, the Licensee shall comply with the provisions of the corresponding open - source agreements. The use, modification, and distribution of open - source components shall meet the requirements of the open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make every effort to assist the Licensee in resolving problems related to open - source components.
III. License Restrictions
The Licensee shall not reverse - engineer, decompile, disassemble, translate, localize, or attempt to derive the source code of the services. The Licensee shall not separate the components of the services for SaaS, nor shall it unpack, embed, or repackage the services for distribution. The Licensee shall not delete or change any trademarks, copyright notices, labels, or other ownership markings in the services.
The Licensee shall not lease, license, transfer, timeshare, host, lend, sublicense, distribute, rent, or otherwise dispose of the services or any related licenses to third parties without the Licensor’s prior written consent. Any permitted transfer requires the transferee to agree in writing to be bound by this Agreement’s terms and conditions. The Licensee shall not, and shall not permit any other to, sell, rent, license, distribute, transfer, time-share, host, lend, license or sublicense the services or related licenses, grant third parties the right to use the services or related licenses, distribute or lease the services, or transfer the services or related licenses to any third party, without the prior written consent of the Licensor. When obtaining the Licensor's written consent for transfer, the transferee must agree in writing to be bound by the terms and conditions of this Agreement, and all copies must include the original copyright information.
The Licensee shall not use the services for any illegal activities, nor shall it use the services to infringe on the intellectual property rights, privacy, or other legal rights of third parties. The Licensee shall not use the services to engage in activities that may damage the reputation or interests of the Licensor.
The Licensee shall not modify, adapt, create derivative works of the services, nor shall it build similar or competitive products or services. The Licensee shall not use macros or other automated technologies to expand the services' functions, unless prior written consent from the Licensor is obtained. If the Licensee conducts customized development based on the services, the ownership of the intellectual property rights of the development results shall be determined according to a separate agreement signed by both parties. If there is no separate agreement, the intellectual property rights shall belong to the Licensor.
The Licensee shall not access or use the services directly or indirectly in a manner that violates the applicable end - user agreement.
The Licensee shall not use the services to abuse, interfere with or otherwise disrupt the services provided by the Licensor, nor shall the Licensee interfere with the Licensee’s own accounts, host privileges, or the privileges or services of any other user whether intentionally or through negligence.
If the user deploys both the open - source version and the commercial version simultaneously, the user must ensure that the modification and distribution of the open - source version comply with its open - source agreement, and shall not merge the code, functions, or documentation of the commercial version into the open - source version.
The Licensor reserves the right, but does not undertake the obligation, to monitor, investigate, and take appropriate action against any party using the services in violation of applicable laws or this Agreement, including restricting the Licensee's functionality of the services through remote commands. The Licensor shall use commercially reasonable efforts to provide the Licensee with relevant notification; however, should it be determined that the Licensee's actions may jeopardize the operation of the services or other users, the Licensor may, without prior notice, restrict or terminate the Licensee's access to relevant functionalities through remote commands.
IV. Software Use Specifications
The Licensee shall ensure that all personnel using the services have obtained proper authorization and comply with the terms and conditions of this Agreement. The Licensee shall be responsible for the actions of its authorized personnel when using the services. If an authorized person violates this Agreement, the Licensee shall bear the corresponding liability.
During the use of the services, the Licensee shall comply with all applicable laws and regulations, including but not limited to laws and regulations on data protection, privacy protection, and export control. The Licensee shall be solely responsible for any liability arising from its violation of laws and regulations.
The services may contain third - party software or links to third - party services. When using these third - party contents, the Licensee shall comply with the relevant terms and conditions of the third parties. The Licensor shall not be responsible for the quality, security, or legality of third - party software or services. The Licensor shall not be liable for any problems or losses incurred by the Licensee due to the use of third - party contents.
The Licensee shall properly keep the services license key and shall not disclose it to any third party. If the license key is lost or stolen, the Licensee shall immediately notify the Licensor and take measures as required by the Licensor, such as changing the key. The Licensee shall be responsible for any problems arising from the leakage of the license key due to its improper storage.
The Licensor may engage a third-party auditing tool to remotely scan the Licensee’s servers each year. The Licensee must open the specified ports and retain operational logs for at least 180 days. The Licensor shall select a third-party auditing tool with good reputation and professional qualifications. The tool shall be capable of performing comprehensive scanning and detection of the Licensee’s servers and accurately identifying the deployment and usage of the services. The choice of the auditing tool shall be communicated to the Licensee in advance and obtain the Licensee’s approval.
If a non-compliant deployment is found, the Licensee shall pay historical fees equal to twice the license fee. During the audit, the Licensor shall ensure that the operation of the auditing tool complies with applicable laws, regulations, and security standards, and shall not disclose the Licensee’s trade secrets or private data. After the audit is completed, the Licensor shall provide the Licensee with an audit report, which shall include the audit results, identified issues, and remediation recommendations. The time period for calculating the historical fees to be paid upon discovery of a non-compliant deployment shall run from the date the services were first deployed and used to the date the non-compliant deployment was discovered.
V. Intellectual Property Rights
All intellectual property rights of the services, including but not limited to copyrights, trademark rights, patent rights, and trade secrets, belong to the Licensor. The Licensee only obtains the use license expressly granted in this Agreement and does not obtain the ownership of the services.
The Licensee acknowledges that the services are protected by copyright laws and international copyright treaties. The Licensee shall not infringe on the intellectual property rights of the services. If the Licensee discovers any act of infringing on the intellectual property rights of the services, it shall promptly notify the Licensor and assist the Licensor in taking measures to stop the infringement.
The Licensee owns all data and content generated during its use of the services ("User Content"). The Licensor's use of User Content shall comply with relevant laws, regulations, and the provisions of this Agreement, and shall protect the Licensee's privacy and data security. In the event that any such content violates applicable laws, regulations, or provisions of this Agreement, the Licensor shall have the right to conduct investigations and take any measures deemed necessary, including but not limited to issuing warnings, suspending or terminating services or software access, deactivating accounts or end-user profiles, and implementing other reasonable measures.
VI. Confidentiality Clause
Both parties shall keep confidential the confidential information (such as trade secrets, technical secrets, and user data) of the other party known during the performance of this Agreement. Without the prior written consent of the other party, neither party shall disclose such information to any third party or use it for any purpose other than this Agreement. Confidential information includes but is not limited to the services' algorithms, design documents, user lists, and business plans.
The confidentiality period of this clause shall arise from the effective date of the agreement. After the expiration of the confidentiality period, both parties shall still be obliged to keep the confidential information confidential until the confidential information no longer has confidentiality. If disclosure of confidential information is required by law or judicial procedures, the disclosing party shall notify the other party before disclosure and make every effort to assist the other party in protecting the confidential information.
VII. Term and Termination
This Agreement is effective as of the date of your acceptance and will continue in effect for the duration of your use, unless terminated in accordance with Section [VII] of this Agreement.
If the Licensee violates any term of this Agreement, the Licensor has the right to immediately terminate this Agreement upon written notice to the Licensee. The Licensee shall immediately stop using the services and destroy all related software copies and documents upon receiving the termination notice. If the Licensee fails to stop using or destroying within the specified time, the Licensor has the right to take legal measures to hold it liable.
If the Licensee goes bankrupt, is liquidated, is insolvent, or undergoes other similar legal procedures, the Licensor has the right to immediately terminate this Agreement and has the right to require the Licensee to immediately stop using the services and destroy all related software copies and documents. In such a case, the Licensee shall cooperate with the Licensor's requirements; otherwise, the Licensor has the right to take legal means to protect its rights and interests.
After the termination of this Agreement, all rights and obligations of both parties under this Agreement shall immediately terminate, except for the confidentiality clause, intellectual property rights clause, dispute resolution clause, etc. Both parties still need to abide by the provisions of these clauses.
VIII. Limited Warranty and Disclaimer of Warranty
The Licensor warrants that during the License Term, under normal use, the services will generally conform to the descriptions and regulations in the relevant documents. If the services malfunctions or have defects, the Licensor will provide technical support and maintenance services within a reasonable time to ensure that the services resume normal operation. The specific content and method of technical support and maintenance services shall be determined by the Licensor, and the Licensee shall cooperate with the Licensor in relevant operations.
The Licensor shall not be liable for services malfunctions or defects caused by the Licensee's failure to access, operate, or maintain the services in accordance with the services' instructions, or by the combination of the services used by the Licensee with third - party software, hardware, or services not approved by the Licensor. The Licensee shall ensure that the use environment meets the requirements of the services and use the services in accordance with the instructions. If problems occur due to its own reasons, the Licensee shall bear the consequences.
Except for the warranties expressly provided in this Agreement, the Licensor and its Vendors make no other express or implied warranties regarding the services, including but not limited to warranties of the services' suitability, accuracy, completeness, non - infringement, freedom from viruses, and absence of errors. The Licensee shall bear the risks of using the services on its own, and the Licensor makes no commitment regarding the use effect or result of the services.
If the services contain open - source components, the Licensor provides no warranties for the open - source components. The Licensee shall bear the risks of using open - source components on its own. The use of open - source components shall comply with the provisions of the corresponding open - source agreements. The Licensor shall not be liable for any issues arising from open - source components but will make effort to assist the Licensee in resolving problems related to open - source components.
IX. Limitation of Liability
Under no circumstances shall the Licensor, its affiliates, or its Vendors be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to data loss, business interruption, loss of profits, loss of business opportunities, etc.) caused by the use or inability to use the services, even if the Licensor has been informed of the possibility of such damages. The Licensee shall bear the risks of using the services on its own, and the Licensor shall not be liable for compensation for losses caused by problems of the services.
The total liability of the Licensor to the Licensee (whether based on contract, tort, negligence, or other reasons) shall not exceed the total amount of license fees paid by the Licensee for the services under any circumstances. If the Licensee makes a claim against the Licensor due to problems of the services, the compensation amount of the Licensor shall be limited to the license fees paid by the Licensee.
In some jurisdictions, the exclusion or limitation of liability for indirect, special, incidental, or consequential damages is not allowed. In these jurisdictions, the limitations and exclusions of the Licensor's liability in this clause shall only be applicable to the extent permitted by law. If the law requires the Licensor to assume certain liabilities, the scope of the Licensor's liability will be adjusted according to the law, but still within a reasonable range.
X. Indemnification Clause
The Licensee agrees to indemnify and hold harmless the Licensor, its affiliates, Vendors, and licensors from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensee's violation of this Agreement, use of the services to infringe on the intellectual property rights or other legal rights of third parties, or other improper acts of the Licensee. If the Licensor suffers losses due to the actions of the Licensee, the Licensee shall be responsible for compensating all losses of the Licensor.
The Licensor agrees to indemnify and hold harmless the Licensee from any claims, losses, liabilities, damages, or expenses (including but not limited to reasonable attorney's fees and litigation costs) arising from the Licensor's violation of this Agreement, the services' infringement of the intellectual property rights or other legal rights of third parties. If the Licensee suffers losses due to the actions of the Licensor, the Licensor shall be responsible for compensating all losses of the Licensee.
In the event of any indemnification incident, the damaged party shall promptly notify the other party and cooperate with the other party in the investigation and handling. Without the prior written consent of the other party, the damaged party shall not resolve any claim or assume any liability on its own. If the damaged party's self - handling leads to an expansion of the losses of the other party, it shall bear the corresponding liability for compensation.
The cumulative indemnification liability of the Licensor shall not exceed the actual fees paid by the Licensee in the past 12 months. The actual fees paid in the past 12 months only refer to the services license fees paid by the Licensee, excluding other fees (such as service fees). If the Licensee has made multiple payments of license fees in the past 12 months, the actual fees shall be calculated on a cumulative basis.
XI. Updates and Upgrades
Regarding software updates and upgrades, the Licensor will make arrangements according to the development of the software and market demands. The Licensee shall install software updates and upgrade versions in a timely manner to ensure the normal use and security of the services. The Licensor shall not be liable for software problems caused by the Licensee's failure to install updates and upgrade versions in a timely manner.
The Licensee shall, at the Licensor’s request, provide necessary information and assistance so that the Licensor can deliver technical support and maintenance services. If the Licensee fails to provide the necessary information or assistance and as a result technical support or maintenance cannot be performed properly, the Licensor shall not be held liable.
Regarding updates and upgrades to the services, the Licensor will arrange them in accordance with the development of the service and market demand. The Licensee shall promptly install updated and upgraded versions of the services to ensure normal operation and security. If any issues with the services arise because the Licensee failed to update or upgrade the services in a timely manner, the Licensor shall not be held liable.
XII. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located.
If a dispute arises between the two parties during the performance of this Agreement, the two parties shall first attempt to resolve it through friendly consultations. If the consultations fail, either party shall have the right to submit the dispute to a court with jurisdiction for litigation. During the dispute resolution period, the two parties shall continue to perform the other provisions of this Agreement that are not related to the dispute.
During the litigation, the Licensor has the right to limit the functions of the Licensee's services to only data export through remote instructions. Before the operation, the Licensor shall send a written notice to the Licensee, and the notice content shall include the reasons for the limitation, the limitation time, the limitation scope, and other information. Based on valid judgment of the court, if the Licensee wins the case, the Licensor shall restore the normal use rights of the Licensee's services within 10 working days; if the Licensee loses the case, the Licensor has the right to decide whether to continue to limit the functions of the Licensee's services or take other measures according to the litigation result.
XIII. Other Provisions
This Agreement constitutes the entire agreement between the two parties regarding the use of the services and supersedes all previous oral or written agreements, letters of intent, memorandums of understanding, etc. regarding the use of the services between the two parties. The terms of this Agreement shall be final. In case of any inconsistency between any previous agreements of the two parties and this Agreement, this Agreement shall prevail.
Any modification or supplement to this Agreement shall be subject to the written consultation and consent of both parties, and a relevant written agreement shall be signed. Without the prior written consent of both parties, neither party shall unilaterally modify the terms of this Agreement.
If any provision of this Agreement is determined to be invalid or unenforceable, it shall not affect the validity and enforceability of the other provisions. The invalid or unenforceable provision shall be adjusted or replaced in accordance with the law to ensure the realization of the purpose of this Agreement.
The headings of this Agreement are solely for the convenience of reading and shall not affect the interpretation and enforcement of the provisions of this Agreement. When interpreting the provisions of this Agreement, it shall be understood based on the specific content and context of the provisions, and shall not be restricted by the headings.
This Agreement shall be binding on and inure to the benefit of both parties and their respective successors and assigns. If a party transfers its rights and obligations under this Agreement to a third party, it shall first obtain the prior written consent of the other party, and the transferee shall accept the terms and conditions of this Agreement.
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow