PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
These Terms and Conditions for Access to and Use of the Alibaba Cloud Technical Support Service IM Module (the “Terms”) describe the terms and conditions applicable to (i) your access and use of Alibaba Cloud Technical Support Service (“Technical Support Service”) through a platform (currently located at URL: ailink.gts.work) (“Ticketing Platform”) and any ancillary products and service provided by us (collectively, the “Services”), and (ii) your integration of the Ticketing Platform into a third-party platform (the “Integration”). These Terms is an Additional Agreement as defined in the Alibaba Cloud International Website Product Terms of Service and the Additional Terms and Conditions for Support Plan Services (the “Product Terms”) and is entered into by and between you which access and use the Service (referred to as “you”, “your” or “Customer” hereinafter) and the applicable Alibaba Cloud contracting entity (referred to as “we”, “our” or “Alibaba Cloud” hereinafter) in accordance with the Alibaba Cloud International Website Membership Agreement(“Membership Agreement”) and the Product Terms (each of Customer and Alibaba Cloud is referred to as “Party” and collectively “Parties”).
Prior to accessing, using and/or integrating the Ticketing Platform, you must carefully read and understand these Terms, together with all accompanying documentation, configuration guides, and related materials, including but not limited to clauses concerning limitation or exclusion of liability, governing law, and dispute resolution which require particular attention.
By completing the Integration in accordance with the configuration instructions or by actually using the Technical Support Service via a third-party platform, you irrevocably confirm that you have fully read, understood, and accepted all Terms herein, the Membership Agreement and the Product Terms; and you acknowledge that you have had a reasonable opportunity to review the said terms and, to the extent permitted by applicable law, waive any right to challenge the validity or enforceability of these Terms, or to seek its rescission, on the grounds of non-reading, lack of clarification from Alibaba Cloud, or for similar reasons.
This Service is available exclusively to Customers which are an enterprise organisation and have subscribed to an Alibaba Cloud Support Plan. For purposes of these Terms, the Customer represents and warrants to Alibaba Cloud, and shall ensure that each of the entities, individuals, and system administrators acting on its behalf, and end users authorised by the Customer to access the Service has represented and warranted to Alibaba Cloud, that: (i) they possess the necessary authority to bind the Customer; (ii) any actions taken—including online confirmation, configuration, setup, and management of the Service—are duly authorised by the Customer; and (iii) they have the capacity and authority to enter into and perform their obligations under these Terms.
Capitalized terms not defined herein shall have the same meaning given to them in the Product Terms. In the circumstance where there is any inconsistency between any of these Terms and the rest of the product terms in relation to your use of the Services, these Terms shall prevail.
1. SERVICE INTEGRATION
1.1 Compliance with Documentation
You shall strictly follow the official configuration guides and documentation provided by Alibaba Cloud to complete the Integration. You are solely responsible for ensuring compliance with the applicable terms of service, platform rules, and review policies of the relevant third-party service providers and third-party platform (including but not limited to those governing app registration, permissions, and content) during the Integration.
1.2 Provision of Credentials and Permissions
Where the Integration requires you to provide credentials, basic information, or grant specific application permissions to Alibaba Cloud, you shall fully understand the purpose and consequences of such disclosure or authorisation before proceeding. Alibaba Cloud shall use such information and
permissions solely for the purposes explicitly disclosed to you.
2. USE OF SERVICE
2.1 Service Dependencies and Limitations
You acknowledge and agree that the Service relies on the underlying capabilities of third-party platforms and your proper integration and configuration thereof. While Alibaba Cloud is committed to improving service quality and user experience, it does not guarantee the timeliness, stability, accuracy, completeness, or uninterrupted availability of the Service. You are responsible for selecting appropriate test environments and ensuring correct application configuration to maintain system stability.
You further acknowledge and agree that the Ticketing Platform integrates the instant messaging module (“IM Module”) provided by third-party service providers (e.g., Alibaba Cloud Computing Ltd. , DingTalk (China) Information Technology Co., Ltd., DingTalk Technology Co., Ltd., and their respective affiliates) (“IM Module Service Provider(s)”).
2.2 Data Collection and Use
Upon activation of the Service, Alibaba Cloud will collect and process the following information to deliver support: (a) Your enterprise identity as displayed on the third-party platform (including but not limited to company name, logo, icon, and identifier); and (b) Where applicable, the names, identifiers, and avatars of your employees, staff, members or representative who interact with the Service.
Additionally, during the provision of Service, Alibaba Cloud may collect and use chat history, logs, business data, and any other information you may provide to us. You are advised to exercise caution in selecting and configuring organisational members and to ensure adequate protection of business data and personal information. Alibaba Cloud shall only access and use such data for the sole purpose of delivering the Service.
We store all data generated or provided by you during the use of the Service on servers located within mainland China. We store this data for the duration necessary to provide the Service and fulfill our legal obligations. Data protection laws in China may differ from those in your own jurisdiction. By using the Service, you acknowledge and consent to this data storage location and the applicable legal framework.
Your data may be processed by us and transferred to:
(i) our affiliates: when necessary to provide and improve the Service; and (ii) third-party service providers: including IM Module Service Providers for messaging and communication features, through via APIs, information networks, and secure integrations, for processing. We process your data for the purposes of (i) providing and maintaining the Service; (ii) processing user accounts and
authentication; (iii) enabling messaging and communication features; (iv) complying with legal obligations; and (v) improving the Service performance and security, and until such purpose is achieved. We do not use your data for our own marketing or commercial purposes without explicit consent. We strive to take appropriate steps to ensure that an adequate level of protection is provided for your data. If you are located in a jurisdiction that grants you specific rights over your personal data (such as access, correct, delete your data; withdraw consent; request portability of
your data; and opt-out of non-essential processing), you may exercise these rights by contacting us at <dpo_intl@alibabacloud.com>. In particular, where your consent is the legal basis for processing your data as set out above, you have the right to withdraw that consent at any time. If you refuse to provide your consent or wish to withdraw your consent, you may not be able to use the Service or send and receive messages.
We implement appropriate technical and organizational measures to protect your data, including encryption in transit and at rest. However, no system is completely secure. We are not liable for unauthorized access due to circumstances beyond our reasonable control, security failure caused by
Customer’s misuse or negligence, unauthorized access to Customer-provided credentials, third-party breaches beyond our control.
We retain your data only so long as (i) necessary to provide the Service; (ii) required by applicable laws; (iii) required for the purpose of dispute resolution or enforcing agreement.
2.3 Message Synchronisation
Once the Service is activated, messages and notifications from your primary support group(s) and ticket-related groups associated with your Support Plan Services will be delivered via the third-party platform bot you have configured. If your Support Plan includes multiple such groups, this activation applies to all relevant groups automatically, without requiring separate
configuration.
3. DISCLAIMERS AND LIMITATION OF LIABILITY
3.1 “As Is” Basis
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALIBABA CLOUD SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALIBABA CLOUD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, VALIDITY, ACCURACY, RELIABILITY, STABILITY, COMPLETENESS, TIMELINESS OF TECHNOLOGY OR INFORMATION INVOLVED, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE ALIBABA CLOUD SERVICES BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIBABA CLOUD MAKES
NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY,
QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON
OR THROUGH THE ALIBABA CLOUD PLATFORM.
3.2 Customer Responsibilities and Indemnification
Alibaba Cloud may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall Alibaba Cloud and its affiliates be held liable for any such services or
products. You are solely responsible for (i) complying with third-party platform rules; (ii) safeguarding your API keys, credentials, and access tokens; and (iii) correctly configuring permissions on the third-party platform.
Alibaba Cloud shall not be liable for any failure or interruption of the Service resulting from: (i) your modification, leakage, or misconfiguration of credentials; (ii) your discontinuation of the third-party service; or (iii) changes by the third-party provider to its application configuration or service offerings.
If your negligence in managing credentials, or unauthorised use of third-party credentials, result in losses, third-party claims, complaints, regulatory actions, or litigation, you shall:
(i) bear full responsibility; (ii) indemnify and hold Alibaba Cloud harmless from all liabilities, damages, costs, and expenses (including but not limited to legal fees); and (iii) reimburse Alibaba Cloud for all losses incurred.
3.3 Prohibited Content and Conduct
You are solely responsible for all content you publish and all actions you undertake during the access and use of the Service and the Integration. You shall comply with all applicable laws and regulations. In the event your such conduct or content leads to losses, third-party claims, complaints, regulatory penalties, or enforcement actions, you shall indemnify Alibaba Cloud as set
forth in Clause 3.2.
3.4 Force Majeure and External Events
In no event shall Alibaba Cloud be liable for any failure or delay in performance, data loss, or system disruption caused by circumstances beyond its reasonable control, including but not limited to: (i) third-party platform failures; (ii) network, device, communication, or power outages; (iii)
cyberattacks, hacking, or security breaches; (iv) strikes, riots, civil unrest, fire, natural disasters, war; or (v) governmental actions, court orders, or regulatory mandates.
3.5 Alibaba Cloud shall not be liable for any special, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Services;
b) any defect in goods, samples, data, information or services purchased
or obtained from a third-party service provider through the Ticketing Platform;
c) unauthorized access by third parties to data or private information of you;
d) statements or conduct of any user of the Ticketing Platform; or
e) any other matter relating to the Services however arising, including negligence.
3.6 Save only for any warranties, representations, conditions and undertakings by Alibaba Cloud expressly set forth in these Terms, Alibaba Cloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
Notwithstanding anything in herein except this clause, the aggregate liability of Alibaba Cloud, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with the Services or the Ticketing Platform or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of (a) the amount of fees you have paid to Alibaba Cloud or its affiliates for the Services during the calendar year, or (b) USD100. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against Alibaba Cloud in respect of any of the matters referenced in this clause must be filed within one (1) year from the date the cause of action arose.
4. INTELLECTUAL PROPERTY
4.1 No Transfer of Rights
Except as expressly agreed in a separate written agreement signed by Alibaba Cloud, nothing in these Terms shall be construed as transferring, assigning, or licensing any intellectual property rights between the Parties.
You acknowledge and agree that all intellectual property rights in the Ticketing Platform, the Services, as well as any other materials licensed or provided to you by us under these Terms shall vest in Alibaba Cloud and be owned by Alibaba Cloud (and/or its licensors, as the case may be) (together, the “Alibaba Cloud IPRs”), and Customer shall have no rights in or to the Alibaba Cloud IPRs other than the right to use them in accordance with the terms of these Terms. For the avoidance of doubt, you may not create or develop any derivative works, improvements or enhancements based on the Alibaba Cloud IPRs.
4.2 Third-Party Platform Compliance
You are responsible for reviewing and complying with the intellectual property terms of the third-party platform. You warrant that your configuration and use of the Service will not cause Alibaba Cloud’s provision of the Service to infringe any third-party rights.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information
“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, visually, or in writing, including but not limited to: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) any information that a person exercising reasonable business judgment would understand to be confidential or proprietary; (iii) trade secrets, business, financial, and technical secrets; (iv) other confidential information including product information, product roadmaps, pricing, information comprised in or relating to the financial position and assets or liabilities, marketing and promotional strategies, business strategies, organisational arrangements, customer data, customer information, research and development materials; software, hardware, APIs, algorithms, formulas, designs, technical documentation, and system architectures.
Such information remains confidential regardless of format or medium, and irrespective of whether marked as confidential at the time of disclosure.
5.2 Obligations of Receiving Party
Each Party shall: (i) protect the Confidential Information with at least the same degree of care as it uses for its own confidential information; (ii) use the Confidential Information solely for purposes contemplated under these Terms, the Product Terms and the Membership Agreement, and (iii) limit access to employees with a strict need-to-know, who are bound by equivalent confidentiality obligations.
5.3 Exceptions
The confidentiality obligations shall not apply to information that: (i) was lawfully in the Receiving Party’s possession prior to disclosure;(ii) is or becomes generally available to the public through no fault of the Receiving Party and no breach of these Terms; (iii) is received from a third party not under confidentiality obligations; (iv) was rightfully in Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated pursuant to these Terms; (v) is independently developed by the Receiving Party without use of the Disclosing Party’s information; (vi) is required to be disclosed by law, regulation, or valid legal process (provided the Receiving Party gives prompt notice, where legally permissible, to allow the Disclosing Party to seek protective measures); or (vii) is disclosed (a) in response to a valid order by a court or
other governmental or regulatory body, (b) otherwise required by law, or (c) necessary to establish the rights of either Party under these Terms, shall not be considered to be a breach of these Terms by such Receiving Party; provided, however, that, if legally permitted, Receiving Party shall provide prompt prior written notice thereof to Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure; that, in the event that such protective order or other protection is denied and that Receiving Party is nonetheless legally compelled to disclose such information, Receiving Party shall limit the extent of such disclosure solely to the extent required by such order or law; and that Receiving Party shall use its reasonable best efforts to ensure that such disclosed information is treated strictly confidential by the recipients thereof.
5.4 Breach and Remedies
Both Parties shall use best efforts to prevent unauthorised disclosure. In the event of a breach, the Parties shall cooperate to mitigate harm. The breaching Party shall compensate the other for all direct losses proven to have arisen from such breach.
6. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms, including its formation, validity, interpretation, amendment, termination, and enforcement, shall be governed by and construed in accordance with the laws of Singapore, without regard to or application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event the parties fail to resolve any dispute arising hereunder through mutual negotiation, such dispute, controversy, difference 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 Singapore International Arbitration Centre (“SIAC”) under the arbitration rules of SIAC in force when the notice of arbitration is submitted, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The
arbitration proceedings shall be conducted in English.
7. MISCELLANEOUS
7.1 Entire Agreement
These Terms, together with the Product Terms, service specifications, operational documentation, and configuration guides referenced herein, constitutes the entire agreement between the Parties. In the event of inconsistency, these Terms shall prevail against service specifications and operational documentation.
7.2 Amendments
You acknowledge and agree that Alibaba Cloud may amend these Terms and related policies at any time by posting the relevant amended and restated Terms on the Ticketing Platform or notification upon your login to your Alibaba Cloud account. Unless prohibited by mandatory law or regulation, amended terms shall take effect on the date specified in the notice or, if none, immediately upon publication. By continuing to use the Services and the Ticketing Platform after the posting of the amended and restated Terms, you accept and agree that the amended Terms shall apply to you. If you object to any change, your sole remedy is to discontinue use of the Service.
7.3 Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, unenforceable, or in violation of any applicable law or regulation in Singapore, such provision shall be severed from these Terms to the minimum extent necessary. The remaining provisions shall continue in full force and effect, unless the severed provision is essential to the fundamental purpose of these Terms, in which case the parties shall negotiate in good faith to replace the severed provision with a valid and enforceable provision that achieves the original commercial intent. For the avoidance of doubt, the severance of any provision shall not relieve either party of its obligations under the remaining provisions of these Terms.