Company
Service Agreement on WPS 365
May 08, 2023（）
Thank you for choosing WPS 365 Cloud Service (hereinafter referred to as “Service”)! Please carefully read and understand all rights and restrictions in this Service Agreement on WPS 365 (“Agreement”).
For reference, you can now print or save the text of this Agreement locally from this page.
This Agreement is a legal agreement between you (and/or the organization you represent) and WPS Office regarding the registration, subscription, renewal, addition and use of the Service. If you register, subscribe, renew, add, or use the Service on behalf of an organization, you shall confirm that : a) you have been authorized by the organization which recognizes your behavior as itself, that is, you represent and warrant that you have the authority to bind such organization to the terms hereof; b) all users within the organization you represent (including administrators and members) are aware of and agree to comply with the terms hereof; c) the information you provide to WPS Office is real, accurate and valid. When using the Service, you, the organization you represent and all users within the organization (including administrators and members) must also comply with policies of the Service, other agreements (if any) entered into between WPS Office and you and/or the organization you represent in order to entitle you, the organization you represent and all users within the organization (including administrators and members) to use the Service or all the terms and conditions in any license document (if any) issued by WPS Office certifying that you and/or the organization you represent and/or all uses within the organization (including administrators and members) have the right to use the Service, as set out in the Portal by WPS Office, as well as WPS Office Online Service User Agreement(https://www.wps.com/legal/OnlineServiceUserAgreement) (collectively, “Service Policies”).
By registering or subscribing to the Service in the Portal, or by logging in to use the Service, you and the organization you represent accept and agree to be bound by the terms of this Agreement. If you and/or the organization you represent do not agree to all or part of the terms of this Agreement, please do not register or subscribe to the Service in the Portal, or log in and use the Service. In the event that you and/or the organization you represent violate(s) any provision of this Agreement, WPS Office has the right to terminate the provision of the Service in part or in whole to you and/or the organization you represent and to take any legal action against you and/or the organization you represent.
Normally, the Service is a chargeable service. If you and/or the organization you represent need to use the Service, you must pay WPS Office or WPS Office authorized distributors, agents, partners (“Distributors”) for the Service. But WPS Office does not guarantee that the Service will be remain available to subscription all the time, and WPS Office reserves the right to reject subscription request and close subscription channel. WPS Office may, from time to time, offer a free version service or free trail service of WPS 365 (the “Free Service”). You may use the Free Service only if you and/or the organization you represent meet the Service conditions of the Free Service and comply with applicable policies (as set out in the Portal) and are subject to this Agreement and the Service Policies. For the Free Service, WPS Office may provide limited or no customer support. WPS Office may change the Free Service policy or cease to provide Free Service without prior notice，but this will not affect your and/or your organization’s ability to extract and backup customer data in accordance with Agreement and the Service Policies .
The software (if any) and the services contained in the Service are protected by applicable copyright laws as well as international copyright treaties, conventions and other applicable laws and regulations. You and/or the organization you represent shall use the software (if any) and services contained in the Service in accordance with the actual licenses obtained by you and/or the organization you represent and the terms of this Agreement. Neither you nor the organization you represent may sell, sublease, or sublicense the software (if any) and any part or all of the services contained in the Service, except with the written consent of WPS Office.
I. Definitions
1. "WPS Office" refers to WPS Software Pte. Ltd. and its affiliated companies hereinafter referred to as “WPS Office” or “we”, “us”, “our”. For purpose of this Agreement, “affiliated company(-ies)” means any entity who, either directly or indirectly controls WPS Office, or who is under common control with WPS Office, or who is controlled by WPS Office. The term “control” shall mean direct or indirect ownership of at least fifty percent (50%) of voting interests or having the power to direct or cause the direction of the management and set the policies of an entity, whether such control is exercised by voting rights, contractual arrangement or otherwise. As to which company/companies each “WPS Office” referred to in this Agreement is, we will judge and determine according to your specific situation.
2. "Organization": refers to corporation and organizations that are legally established without legal personality and have certain property to bear legal liabilities, including but not limited to government agencies, enterprises and public institutions, partnerships, social organizations and other organizations who register, subscribe, renew, add the Service. Each organization subscribing to the Service will be assigned a unique organization ID, which corresponds to the name of the organization as its unique identity in the Service (referred to as “Organization Account” in this Agreement). The name of the organization should be consistent with its actual name. WPS Office reserves the right to disable, block, or cancel any organization name that does not conform to the actual registration status, in order to ensure real organizations could register with the Service under their own real names. When any organization name is ambiguous, we have the right to add note or mark it in other ways.
3. "The organization you represent": means the organization that authorizes you to register, subscribe, renew, add, and manage the use of the Service through management back-end on its behalf.
4. “Administrator”: refers to the user authorized by the organization to : a) register, subscribe, renew, add the Service; b) allocate the rights and interests under the Service to members and manage the use of the Service through management back-end.
5. “Member”: refers to the user allocated the rights and interests under the Service within the Organization Account by administrator.
6. "Specific user": refers to the organization that meets the conditions for the use of the Free Service(if any) as set forth in the Portal, and the one that has signed a purchase contract with WPS Office or a distributor authorized by WPS Office to use the Free Service. The scope of the Specific user is determined by WPS Office, which has the right to modify it at any time.
7. "Portal": refers to the website where you can register, subscribe, and log in the Service whose URL is 【https://www.wps.com】, or other websites operated by WPS Office where you can register, subscribe, and log in the Service.
8. “WPS 365” or “Service”: includes one or more online services and/or software (if any). Please refer to 【https://www.wps.com】for detailed information and operating environment requirements required to use the Service. The Service may have several service packages according to different service contents. Each Service package may be a paid or a free version. You and/or the organization you represent can learn the content and policy of each paid and free service package through the Portal.
9. "Software": refers to the license to use the software that may be provided to the user as part of the Service. We do not guarantee all service packages include the license to use the software. The specific service packages that include the license to use the software shall be subject to the Service Policies. If the service package purchased by the user include the license to use the software, the user may use the software only during the term of the Service and some functions of the software may be required to be used cooperatively with the Online Service.
10. "Online Service": means all of the Services included in the Service except the Software (if any). User may use the online services only during the term of the Service and some of these services may be required to be used in conjunction with the Software.
11. "Account": refers to the account that has right to use the Service, including: a) WPS Office Online Service Account; b) Partner account recognized by WPS Office; c) The organization account configured by the organization exclusively. Each account can only be used by one user: a) If the user registers for the WPS Office Online Service Account in his/her personal name, the user will obtain a personal account. The user can only enjoy the rights and interests under his/her personal account and access to the personal document storage capacity. b) If the user obtains the organization account through the partner account recognized by WPS Office or the assignment by the organization, the user can only have the rights and access to the document storage capacity assigned by the organization. We reserve the right to make adjustments accordingly. In addition to the WPS Office Online Service User Agreement published by WPS Office on https://www.wps.com/legal/OnlineServiceUserAgreement, the user shall also comply with all other requirements of this Agreement relating to account use when using account. The organization account includes administrator account and member account. Administrator account refers to account that has been authorized by the organization to have the rights of administrators. Please log in the administrator account to know the specific content of the administrator authority in management back-end. Member account refers to other accounts except the administrator account under the organization account that does not enjoy the administrator privileges.
12. "Customer data": refers to all data provided to us by the user during the use of the Service, including all documents, software or image files, etc. For the purpose of distinction, this Agreement collectively refers to all kinds of information provided by you when you register or are invited to join the organization account as customer basic information, which is a part of Customer Data.
13. "Service term": refers to the period during which the user has the right to use the Service. If you and/or the organization you represent obtain the Service through subscription, the minimum subscription period for the Service is subject to the instructions on the subscription page at that time. If you and/or the organization you represent meet the requirements of Specific User for the Free Service as set forth in the Service Portal and have/has registered for the Free Service through the Portal, the term of the Free Service will be subject to the instructions on the subscription page at that time. If there is no specific explanation, we usually set it as 1 year, but it could be any term else determined by WPS Office. WPS Office has right to determine if it will renew the Free Service for you and/or the organization you represent upon the expiration of the term and the renewal period based on market conditions. You and/or the organization you represent have the right to use the Free Service provided that you and/or the organization you represent still meet the conditions for using the Free Service for Specific User at the time you use it and that WPS Office agrees to provide the Free Service. If you and/or the organization you represent are specific users who have received a free version of the Service through a purchase contract for WPS Office products without buying the Service signed between WPS Office or its authorized distributor and you and/or the organization you represent, the term of the Service shall be subject to those agreed in such purchase contract.
14. "Privacy Policy": refers to the Privacy Policy published by WPS Office on https://www.wps.com/privacy-policy.
15. "Service fee": refers to the total amount paid by you and/or the organization you represent to WPS Office or its authorized distributors or agents for subscribing, renewing, or adding the Service. The Service fee is determined by us taking into account the Service package, service period and the number of service users that you and/or the organization you represent need to subscribe to. You understand and acknowledge that WPS Office has the right to adjust the rates of service fee when you and/or the organization you represent add(s) or renew(s) the Service, and publish them on the Portal. Fees paid by you and/or the organization you represent to WPS Office for the addition or renewal of the Service will be calculated and charged according to the rates published on the Portal at that time or those agreed upon in the Service purchase contract (if any). Any reference to “renew” or “renewal” in this Agreement shall mean ‘extend the period of the Service subscribed’ (the commencement date of the renewed service period shall be the day following the end date of the previous service period, i.e., the renewal period of the Service shall be calculated immediately following the Service period already subscribed). Any reference to “add” or “addition” means expand the number of users that can be allocated for using the Service for an organization account(the end date of the Service period for the number of users newly added must be the same as the end date of the Service period for the number of existing users under the account of the organization, i.e., the end date of the Service period for all users under the same organization account shall be the same).
16. "Terminal equipment": refers to the equipment used by the user to use the Service (including mobile phones, tablets, computers, etc.), which must meet the requirements for operating environment listed on the Portal for using the Service.
17. “You”, “user(s)”: refers to a natural person who has registered, subscribed, renewed, added, and used the Service on his/her own or on behalf of the organization as authorized and agreed to abide by this Agreement with full capacity for civil rights and the capacity of conduct appropriate to the civil act he/she is engaged in. For the avoidance of ambiguity，if you are authorized or designated by the organization to have management rights in the management back-end, register and manage the organization account of the Service on behalf of the organization, you will be considered as the administrator and enjoy administrator’s privileges. If you obtain the organization account assigned by the administrator, you will be considered as member and enjoy the member’s privileges assigned by the administrator.
18. "The number of users": refers to number of accounts that the organization account has the right to open to use the Service, that is, the number of users is equal to the sum of the number of administrator and member accounts under the organization account. The number of users shall be determined by WPS Office.
19. "Document storage space/capacity": refers to the virtual cloud storage capacity in the network, whose size is the cumulative size of documents，software, images and other data that can be stored in the space. Document storage space includes personal document storage space and organizational document storage space. Personal document storage space refers to the capacity enjoyed by a user after obtaining WPS Office Online Service in own name of the user, and the user has complete and independent management authority over personal document storage space. Organizational document storage space refers to the document storage capacity available under the organization account. “The average amount of document storage capacity per person obtained in the specific package of the Service subscribed by you and/or the organization you represent * the number of users in the organization account” is the total size of organizational document storage capacity. If the existing document storage capacity cannot meet the usage requirements of you and/or the organization you represent, you and/or the organization you represent can independently increase the size of the organizational document storage space based on the existing service package and in other ways (if any) provided in the Portal. The administrator account has segmental administrative authority over the document storage space and the documents stored therein.
20. “Service Area”: We only allow users to use the Service outside mainland China.
II. Use of the Service
1. Right to use. We provide the Service in accordance with this Agreement, authorize users in the service area to use the Service and download, install and use the software (if any) contained in the Service subscribed by you and/or the organization you represent, provided that you or the organization you represent has paid the Service fee to WPS Office or its legally authorized distributor (except for the Free Service, if any), and the user shall abide this Agreement and all Service Policies. All other rights not expressly authorized by this Agreement shall remain reserved by WPS Office, and the user shall obtain prior written permission from WPS Office for obtaining authorization of such rights. Failure by WPS Office to exercise any of the foregoing rights shall not constitute a waiver of such rights.
2. Restrictions. You and/or the organization you represent shall not reverse engineer any content of the Service in any form, such as decompile, disassembling and other forms, or circumvent, destroy the technical protection measures taken in the Service. The user may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism, including any that measures your use of the Service. You and/or the organization you represent may not, in any way, offer (including but not limited to, rent, lease, lend, resell, transfer or sublicense) the Service and the software (if any) contained in the Service to third parties other than the user, or rent, lease, lend, resell, transfer or sublicense any part of the software (if any) for any third party. The way in which you and/or the organization you represent access or use the Service shall not infringe upon our rights or those of any third party.
3. Customer data. Users shall be solely responsible for the content of customer data and shall ensure that they have the right to store customer data on our systems and share the customer data through the Service so that we do not infringe the rights of any third party or so as not to cause us to assume any obligation to users or any third party. We do not accept any obligations that may apply to customer data or your use of customer data under separate licenses or other agreements. If there is any violation of you, we have right to require you to assume responsibility, you and the organization you represent shall assume the joint responsibility. Users are also responsible for identifying whether customer data should be stored in a personal document storage capacity or a document storage capacity assigned to you by an organization account. All the responsibility and the loss caused by the storage mistake shall be borne by users. We recommend that users store individually owned customer data in their personal document storage capacity and that their customer data owned by the organization in the document storage capacity assigned to them by the corresponding organization. Users shall acknowledge that we tacitly approve that the customer data stored in the organizational document storage capacity belongs to the organization, and the customer data stored in the personal document storage capacity belongs to yourself. We will not interfere or change the storage location of the customer data of you and/or the organization you represent, however, the organization account has the right to change the management authority over the document storage capacity allocated to you at any time. Once such authority changes, you will lose control of the document storage space and all or part of the data stored therein. However, at any time, the control of the personal document storage capacity and all the data stored therein shall be solely owned by the user and the organization shall have no right to interfere. Therefore, if you register, subscribe, renew, or add the Service on behalf of your organization, or manage the Service through its management back-end, you should prompt the organization to require users within the organization to store the customer data it owns in the document storage space that the organization has assigned to them. Both the organization and the user agree that any disputes arising from customer data storage shall be resolved by the organization and the user themselves and have nothing to do with WPS Office.
4. Third-party products. The Service we provide may include third-party products and/or services. Use of third-party products and/or services will be subject to the relevant policies of the party entitled to such third-party products and/or services. When using third-party products and/or services, users shall pay attention to complying with the requirements of the agreements attached to the third-party products and/or services. Upon installing and using the third-party products and/or services, the user shall be deemed to have understood and agreed to abide by this Agreement and all the contents of the agreements attached to the third-party products and/or services.
5. Media elements. Users may use, copy, demonstrate and display (collectively “use”) media elements contained in the Service (including images, clip art sets, animations, sounds, music, video clips, templates, and other forms of content) in the files. However, such use shall not be deemed to acquire any intellectual property right of any media element and the user shall not: (1) Sell, license or distribute copies of any media element itself or products containing media elements; (2) grant its customers the right to further license or distribute media elements; (3) license or distribute media elements containing identifiable images of individuals, governments, logos, trademarks, or emblems for commercial purposes, or use such images in a way that indirectly promotes and associates with one's own products, entities, or activities; and (4) use media elements to produce something obscene or indecent. For media elements that are available on WPS.com or through WPS Office on other websites, the relevant website or software terms and conditions shall be followed.
6. Responsibility for the account. You and the organization you represent (if any) shall be responsible for all use of the Service in connection with the account in the organization account. Any behavior performed through your account (including the behavior of the administrator and the member account) shall be deemed to be the behavior of you and/or the organization you represent, and you and/or the organization you represent shall be responsible for any and all loss caused thereby. You are also responsible for maintaining the confidentiality of any non-public verification measure such as password, associated with your use of the Service. Please immediately notify our customer support team of any possible misuse of your account or verification measure or any security incident related to the Service. Upon your notification, WPS Office will take necessary steps to the reasonable extent, at which point WPS Office will require you and/or the organization you represent to provide and verify valid identity information consistent with your registration information.
7. Update. We may change the details of the Service from time to time.
8. Customer support. WPS Office will provide you with service support in accordance with the regulations in the Portal.
III. Use of software in the Service
The Service may require the use of certain software, such as a web browser, which you need to configure to work properly, and you and/or the organization you represent are required to abide by the terms of use of such software.
If the Service includes WPS Office Software, users shall abide by the following terms:
1. License terms of WPS Office Software
Users can only install and use the software for the purpose of using the Service, and in addition to this Agreement, users shall also abide by all the agreements attached to the software that must be agreed to by users at the time of installation and use. The user’s right to use the software commences with the activation of the Service and terminates with the termination of the user’s right to use the Service. Upon expiration of the Service term of the Service, the user shall uninstall all the software included in the Service. At that time, WPS Office may also disable all or part of the software function.
2. Update of WPS Office Software
For software licensed under the Service, if an updated version is available, we will replace the updated version of the software installation package in the Portal. Users may receive an update reminder when starting the software and may choose to install the updated version on all devices using the Service. If the user chooses not to upgrade, the use of some contents of the Service may be affected. Once the user chooses to update, the updated software must also comply with all the provisions of this Agreement and other agreements (if any) attached to the upgraded software.
3. Demands for networking
The WPS Office Software licensed under the Service supports offline use for a period of time, but still requires the user to connect to the Internet after the initial installation and activate the WPS Office Software through an account entitled to the Service, and users shall connect all devices installed with WPS Office Software to the Internet by logging into their account at least every 7 days. Failure to comply with this requirement will affect software functionality.
4. Third-party software components
The software may contain third-party software components. Unless otherwise specified in the software, WPS Office (instead of a third party) will license these components to users in accordance with its license terms and statements. However, you must also comply with the relevant license policies attached to such third-party software components.
IV. Security, privacy and data protection
Security. WPS Office actively takes reasonable technical and administrative measures to protect customer data from accidental loss or alteration, unauthorized disclosure or access, or illegal destruction.
Privacy Policy. We process user data in accordance with the Privacy Policy located at the URL https://www.wps.com/privacy-policy. For the personal information, trade secrets or other data that users will store in the Service, users shall guarantee that they have the ownership of such information or have obtained the authorization of the party entitled to such information to store it in the storage space under the Service.
Ownership of customer data. WPS Office will not acquire any other rights to customer data other than the right to receive customer data stored by users on the system (including the right to use and copy customer data within the system only for the purpose of such storage or to ensure your normal use of the Service).
Third-party request. We will not disclose customer data to third parties except with your and/or organization’s instruction or consent or in accordance with applicable laws and regulations or the mandatory requirements of judicial or administrative authorities. However, you and the organization you represent acknowledge that we have the right to disclose customer data to third parties without sending notice to you and the organization you represent in accordance with applicable laws and regulations or mandatory requirements of judicial or administrative authorities. If a third party contacts us with a complaint about your use of the Service (for example, alleging infringement by you and/or the organization you represent), we may have such third party contact you or the organization you represent directly and provide them with the basic information you and/or the organization you present provided to the WPS Office at the time of registration.
Other companies. We may engage third parties (including but not limited to our authorized distributors) to provide customer support on our behalf. Any of these companies shall only be allowed to access customer data in connection with the performance of the services we employ them to provide and will not use customer data for any other purpose.
Abidance by law. We will comply with all applicable laws (including applicable security violation notification laws) in the provision of the Service, except for any laws that apply to the industry of the organization you represent but are not normally applicable to information technology service providers. You and the organization you represent shall comply with all laws applicable to the use of your customer data and the Service.
You and/or the organization you represent understand and agree that any information produced, copied, published or disseminated by users through their use of the Service shall not contain any of the following prohibited contents. Or else, we have the right to immediately terminate the provision of the Service, maintain relevant records, and report to relevant regulatory authorities.
a. Defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable materials;
b. promoting sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
c. infringing any patent, trademark, trade secret, copyright or other intellectual property or other rights of any third-party;
d. infringing the legal rights (including the right of publicity and privacy) of others or containing any material that could give rise to any civil or criminal liability under applicable laws;
e. promoting any illegal activity, or advocating, promoting or assisting any unlawful act;
f. causing annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
g. impersonating any person, or misrepresenting your identity or affiliation with any person or organization;
h. being likely to deceive or give the impression that they emanate from or are endorsed by us, or any other person or entity.
You must provide basic customer information such as your true identity, true information of the organization you represent (if any) and contact information when you register for the Service. If the basic customer information is changed, it should be updated immediately on the portal website. We will contact you through the above information, and you guarantee that the information you provide is true, complete and valid, otherwise you and the organization you represent (if any) will be liable for all consequences.
V. Service purchasing
Whether the Service is available for subscription depends on the decision made by WPS Office based on the user market conditions at that time. WPS Office does not guarantee that it will be available for subscription, however, if it will, the following terms of subscription may apply. For the avoidance of ambiguity, we reaffirm our right to amend the terms of this Agreement, including the following subscription terms.
Subscription. You can place an order through the Portal to subscribe the Service. By submitting an order, you and the organization you represent (if any) agree(s) to the terms of the subscription described on the Portal. You can place multiple orders to realize multiple subscriptions according to this Agreement.
You can also purchase the Service through the WPS Office sales team or authorized distributors. Your use of the Service is subject to the relevant purchase contract and this Agreement. In case of any conflict between the purchase contract and this Agreement, the provisions of the purchase contract shall prevail. For the avoidance of ambiguity, if you or the organization you represent enter(s) into a purchase contract with an authorized distributor that involves WPS Office’s obligations and responsibilities, it shall be valid only after it has been approved by WPS Office.
Pricing and payment. Payables must be made in accordance with the pricing and payment method on the Portal for each subscription or in accordance with the terms of the agreement between you or the organization you represent and WPS Office or it authorized distributor. WPS Office has the right to adjust the price of the Service at any time, that is, if you or the organization you represent add(s) or renew(s) the subscription of the Service, the price of addition or renewal will be the same as the price listed on the Portal on the date you or the organization you represent add(s) or renew(s) the Service.
VI. Term, termination and suspension.
Term. This Agreement is valid for the same period of time as the user’s enjoyment of the Service.
Termination. This Agreement shall terminate in the event of termination of the Service term (including but not limited to non-renewal of the Service upon expiration, termination of the Service by WPS Office due to breach of this Agreement by you or your organization (if any), and application by you for early termination of the Service). If you are using the paid version of the Service, we will automatically convert your paid version of the Service to the free version if WPS Office is still providing the Free Service upon the expiration of the paid version. If you do not accept the automatic conversion, you must give us a valid notice of refusal 3 days prior to the expiry of the paid version service period. Upon expiration of the paid service term, your usage to the Service and this Agreement shall be terminated.
Renewal. We will send a renewal notice to the administrator before the Service expires (including but not limited to reminders through SMS or management back-end). If the user wants to continue using the Service after the end of the Service period, you must renew the subscription by notification prior to the end of the Service period.
Extraction and deletion of customer data. After the termination of the Service, we will make any customer data not deleted by the user available for retrieval by the user for at least a period of time (“retention period”). If you need us to delete customer data during the retention period, please contact us through the way specified in the Portal. If we do not receive your deletion notice, you and the organization you represent (if any) will be deemed to have approved the above retention. After the expiration of the retention period, we have no obligation to retain, export or return customer data, and we have the right to delete all customer data of users, including all cached or backup copies. We hereby make it clear in case of ambiguity that we have the right to determine the length of the retention period and set different retention periods for different users without receiving the notice of deleting customer data from you.
Cancellation of organization account. The administrator has the right to cancel the account of the organization by dissolving the enterprise. Once the administrator confirms the dissolution of the enterprise, all rights and interests of you and/or the organization you represent in subscribing to the Service will be deemed to be waived, all rights and interests you have as a result of joining the organization account will be repossessed, and all customer data you have stored in the organizational storage space under the Service will be erased and cannot be recovered.
Laws and regulations. We may change the Service or terminate this Agreement at any time if, according to the situation of development and government regulations or requirements, this Agreement or the Service may be in conflict with such regulations or requirements, and we shall not be liable for anything other than returning the Service fee corresponding to the remaining term of the Service upon termination of this Agreement.
Suspension. We can suspend the user’s use of the Service for: (1) Reasonable need to prevent unauthorized access to customer data; (2) your and/or your organization’s failure to respond to an alleged infringement claim within a reasonable time; (3) your or your organization’s failure to pay the amount payable in accordance with this Agreement; or (4) the fact that users fail to comply with the acceptable use policy or violate this Agreement or other provisions of applicable laws and regulations. The scope of application of the suspension is the minimum necessary part of the Service and will be applied only when a condition or need exists. We will give notice prior to suspension unless we reasonably believe that immediate suspension is necessary. If the user does not fully resolve the cause of the suspension within sixty (60) days after the suspension, we may terminate your services and delete all customer data without providing any retention period or refunding to you or assuming any liability.
VII. Changes to this Agreement
The terms of this Agreement may be subject to change from time to time (including but not limited to modification, alteration, replacement, deletion of the existing terms of this Agreement and addition of other terms by means of supplementary agreements). Once this Agreement is changed, the modified content of this Agreement (if other terms are added in the form of supplementary agreement, the supplementary agreement of such added terms, etc.) will also be updated to the page pointed to by the link of this Agreement displayed in the Portal (i.e., 【https://www.wps.com/legal/ServiceAgreementonWPS365】) and the updating time specified in this Agreement will be adjusted accordingly. Your continuous use of the Service after the content of this Agreement has been changed indicates that you and/or the organization you represent (if any) have/has agreed to the entire content of this Agreement as changed (including but not limited to supplementary agreements with additional terms, if any). If you and/or the organization you represent (if any) do not agree to the content changed by WPS Office, please stop using the Service immediately. If you and/or the organization you represent are users of the paid version of the Service, you shall contact WPS Office within ten(10) working days to refund you the Service fee corresponding to the remaining period of the Service. Except the refund, WPS Office disclaims any other obligation or liability to you and/or the organizations you represent (if any).
VIII. Statement
1. You and/or the organization you represent (if any) shall be liable for compensation, damages, and bear legal responsibility, including but are not limited to, reasonable attorneys’ fees and economic damages for WPS Office and its affiliates, its senior officers, agents, partners or other companions and employees when:
1) You, the organization you represent or your customer data (which are uploaded, transmitted or shared through the Service) infringes any rights and interests of others, resulting in any third party’s claim or demand.
2) A breach of this Agreement by you or the organization you represent (if any) results in any claim or demand by any third party.
You and/or the organization you represent (if any) shall be solely liable for any and all claims arising out of the foregoing situation, and agree to defend, indemnify, and hold harmless us and our affiliates, and our affiliates' employees, contractors, officers, and directors, from all liabilities, claims, and expenses, including attorney's fees and disbursements, that arise from use or misuse of the Service by you and/or the organization you represent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and/or the organization, in which event you and/or the organization will cooperate with us in asserting any available defenses.
2. Exemption of third-party behaviors
The provision of the Service may depend on services and resources (if any) provided by third parties other than WPS Office. Therefore, if your loss arising from using of the Service is caused by services or resources provided by a third party other than WPS Office, you shall only claim compensation from such third party. WPS Office will assist you wherever possible.
3. Limited warranty of WPS Office
1) This limited warranty supersedes and extinguishes any other warranty (if any), express or implied, in any document, package, or other data. WPS Office provides the Service only as is (including existing and future features and services (if any)), and only warrants that:
a) Products and services provided by WPS Office basically meet the requirements of official publication of WPS Office;
b) The related products and services provided by WPS Office are basically consistent with commitments officially announced by WPS Office;
c) WPS Office will endeavor to solve any problems encountered by WPS Office in the provision of products and services only to the extent commercially reasonable.
In no event shall WPS Office be liable for any consequences such as inability to serve, delay in service or data loss caused by improper use of this Service by you and/or the organization you represent, internet connection failures, terminal device failures, system failures, power failures, terminal device viruses, hacker attacks, network attacks, force majeure, governmental actions, court orders and other reasons which can not be attributed to WPS Office.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGULATION, WPS OFFICE SHALL NOT BE LIABLE FOR ANY PROFIT LOSS, BUSINESS LOSS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES ARISING FROM YOUR USE OR INABLITY TO USE THE SERVICE. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH HEREIN SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY (INCLUDING THE LIABLITY OF ALL OF OUR AFFILIATES) SHALL NOT EXCEED THE SERVICE FEE PAID BY YOU AND/OR THE ORGANIZATION YOU REPRESENT FOR SUBSCRIBE THE SERVICE.
4. Although other terms of this Agreement refer to the use of the Service by you to upload, publish, store, share, display, copy, and spread relevant content, etc., this does not constitute an acknowledgment or warranty by WPS Office that the Service shall be capable of uploading, publishing, storing, sharing, displaying, copying or spreading such content. The services and features contained in the Service are only those listed in the Portal and available to you at the time of actual use.
5. You understand and acknowledge that all or part of the services and software (including but not limited to data recovery tools, the same below) contained in the Service may come from other third-party partners, and such content may be canceled upon the termination of the cooperation agreement between WPS Office and relating third-party partner. You are clearly aware of the above uncertainties. Once the services and software are canceled due to the said termination, neither you nor other users will be able to use the services and software. Except for application for the termination of the Service and proportionate refund of paid service fee, you and/or the organization you represent (if any) may not require WPS Office to provide any other remedy with respect to this matter.
6. The font library and fonts provided in the online font application service included in the Service (if any) shall only be used by you for non-commercial purposes after you lawfully obtain usage of the Service. The use for commercial purpose includes but is not limited to: Use of fonts as visual design elements for the purpose of making direct or indirect profits, such as copying, distribution, exhibition, screening, information network communication (including but not limited to the design or usage of commercial advertisements, trademark, LOGO, package)etc., or copy, distribute, sell, rent, disseminate through information network, translate, offer to sell, provide, license, use or otherwise use them to or for the benefit of any third party.
7. You should understand that the fee you pay WPS Office for the Service does not include the cost for equipping hardware, software, bandwidth or data usage, etc. for using the Service and the related costs for accessing the Internet or mobile network; you need to prepare your own terminal equipment (such as computers, mobile phones, modems, etc.) for using the Service; when you use the Service, you will consume your terminal equipment, bandwidth, data and other resources; and you shall be solely liable for the relevant fees charged by third parties including network operators due to your use of the Service, such as hardware and software purchase fees, bandwidth costs, data traffic expenses, telephone bills, mobile phone SMS costs (if any), etc.
8. WPS Office does not promise that the Service, in whole or in part, can be installed, run and used by users on terminal devices of Windows/Linux/Mac/Android/iOS operating system platforms. You understand and acknowledge that some of the Services and software contained in the Service may only support the installation, operation and use on terminal devices of one or some of the aforementioned operating systems.
9. WPS Office strongly recommends using the Service when you are continuously connected to the Internet and logged into your account, otherwise some functions and services of the Service may not work normally.
10. In the event of any conflict between the provisions of the above paragraphs of Article VIII and other provisions of this Agreement, the provisions of the above paragraphs of Article VIII of this Agreement shall prevail.
IX. Sanctions and export controls
The “software”(if any) contained in the Service together with its relevant technologies, materials and services, and any purchase, licensing, download, installation and use thereof may be subject to economic sanctions and export control laws and regulations (collectively, “Trade Control Laws and Regulations”) imposed by China and other countries and regions. The “software” shall not be used for any purpose prohibited by relevant Trade Control Laws and Regulations, including but not limited to the proliferation of weapons of mass destruction, such as nuclear, chemical or biological weapons, and terrorist activities. The “software” shall not, under certain circumstances, be exported, re-exported, transferred or resold to entities, organizations or individuals that are prohibited or restricted from participating in trade activities by applicable Trade Control Laws and Regulations, or entities, organizations directly or indirectly, individually or jointly owned by such entities, organizations or individuals by more than 50% of the shares and the destination under sanction. By purchasing, downloading, installing and/or using the Service, you agree to all of the above terms, and you hereby state and warrant: 1) You will comply with all applicable Trade Control Laws and Regulations; 2) you are not any entity, organization or individual that is prohibited or restricted by any trade control law from participating in trade activities or any entity or organization that is directly or indirectly, individually or jointly held by such entity, organization or individual by 50% or more of the shares; 3) you are not located or residing in the sanctioned destination specified by Trade Control Laws and Regulations; 4) you will not use the Service for any purpose prohibited by all applicable Trade Control Laws and Regulations. Otherwise, the Service provided to you by WPS Office will automatically terminate upon your breach of any of the above statements or warranties, and you shall immediately notify WPS Office and stop using the Service. WPS Office has the right to discontinue services to you without any liability, refund or compensation, and to hold you fully responsible and indemnify WPS Office for any and all losses and damages it suffered as a result of your breach of any of the foregoing statements or warranties.
X. Notice
1. All notices to you and/or the organization you represent (if any) can be sent via email or regular in-site letters or portal announcements.
2. The notice shall be deemed to have been delivered to the addressee on the date of sending or announcement. WPS Office will not be held responsible for any failure to receive notifications sent by WPS Office due to special reasons (including but not limited to: the contact email provided by you is invalid, or is equipped with email filtering and email blocking functions).
XI. Governing law and dispute resolution
1. This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to or application of the conflict of law rules or principles, and shall not apply the United Nations Convention on Contracts for the International Sales of Goods (CISG) either.
2. You and we agree that any dispute, claim or controversy arising out of or relating in any way to this Agreement, shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration which shall be conducted in accordance with the HKIAC's arbitration rules in effect at the time of applying for arbitration.
3. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your licenses. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement.
4. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
XII. Miscellaneous
1. The English version is the official version of this Agreement, and other language versions (if any) of this Agreement are provided for your reference only. Should there be any discrepancy between the English version and version of any other language, the English version shall prevail.
2. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without the prior written consent of WPS Office, and any attempt by you to do so, without such consent, will be void.
3. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
4. The failure by either party to enforce any provision hereof will not constitute a waiver of future enforcement of that or any other provision.
5. If any provision of this Agreement is held to be unenforceable or invalid, it will be executed to the fullest extent possible, whilst the other provisions shall remain in effect.
6. With respect to term “you” and “organization you represent”, when you represent an organization, difference between plural verb or singular verb used regarding the “you” and “organization you represent” shall be overlooked, also the term “you”, whether used together with “organization you represent” or not, shall includes “organization you represent”.
By now, you confirm that you have read and understood this Agreement and agree to use the Service subject to the terms and conditions.
