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Global Search Configuration

Terms and Conditions

1. License Grant

1.1. The Licensor grants to the Customer a non-exclusive, non-transferable license to use the Licensed Product(s) solely for the Permitted Use. Access to the Licensed Product(s) will be through the Licensor’s web portal and, if so specified in the Order Confirmation Form (“OCF”), the Licensor’s application programming interface (“API”). If, and to the extent that access is through an API, the terms in Annex 1 will apply. The Customer will not acquire any ownership rights or intellectual property rights in the Licensed Product(s) by virtue of this Agreement.


1.2. The Licensor may discontinue the Licensed Product(s) (or any part or content thereof) at any time upon thirty (30) days’ prior written notice, and will refund a pro rata portion of the subscription fees due to the discontinuation of the Licensed Product(s) as a whole (which pro rata refund is the Licensor’s sole liability due to such discontinuation).


2. Access Limitation

2.1 Access to the Licensed Product(s) is only available to employees of the Customer entitled to access the Licensed Product(s) (“Authorised User(s)”) and may not be shared internally or externally other than in accordance with the Order Confirmation Form (“OCF”). The Customer shall comply with all laws and regulations applicable to its access to and use of the Licensed Product(s).


2.2 Licensor may monitor the Customer's use of the Licensed Product(s) to ensure its compliance with this Agreement.


3. Passwords

The Customer is solely responsible for the security of any passwords issued by the Licensor for accessing the Licensed Product(s). The Licensor may cancel or suspend such passwords in the event of a breach of this Agreement by the Customer.


4. Payment

4.1 Subscription fees are payable in accordance with the OCF.


4.2 Except as expressly provided in this Agreement, subscription fees are non-refundable.


4.3 The Customer must provide withholding tax certificates to the Licensor in relation to the payment of the subscription fees. If no withholding tax certificate is provided to the Licensor, the Customer must pay the full invoice amount with no deductions.


5. Warranty and Disclaimers

5.1 The Licensor cannot and does not warrant the accuracy or completeness of the information made available from the Licensed Product(s) (the “Content”).


5.2 In no circumstances will the Licensor be liable for any adverse consequences resulting from: (i) the inaccuracy or incompleteness of the Content; or (ii) any trading, investment, commercial or other decisions based on or made in reliance on the Content.


5.3 In the event the OCF permits the Customer to share the Content and/or information derived therefrom with third parties, the Customer will advise such third parties in writing of the content of clauses 5.1 and 5.2.


6. Term

6.1 This Agreement is in force during the term specified in the OCF unless earlier terminated as provided in this Agreement. This Agreement will automatically renew for successive periods of one (1) year (each, a “Renewal Term”) unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiry of the Agreement. Such renewal shall be on the same terms and conditions contained herein, except that the subscription fees payable for the Renewal Term shall be the standard rates then in effect for the Licensed Product(s).


6.2 The Licensor may, upon written notice, immediately terminate this Agreement if the Customer: (i) has breached this Agreement; and (ii) has not cured such breach within fifteen (15) days after receipt of written notice regarding such breach. The Licensor will not refund any portion of the subscription fees as a result of termination in accordance with this clause.


6.3 The Customer may, upon written notice, terminate this Agreement if the Licensor (i) materially fails to provide access to the Licensed Product(s), or the scope or quality of the Content has materially diminished; and (ii) has not cured such failure and/or deficiency within fifteen (15) days after receipt of written notice regarding such failure and/or deficiency. The Licensor will provide a refund of a pro rata portion of the subscription fees if the agreement is terminated in accordance with this clause. Such pro rata refund is the Licensor’s sole liability as a result of such purported failure and/or deficiency.


6.4. The Customer shall, within ten (10) days after expiry or termination of this Agreement, permanently delete the Licensed Product(s) and the Content from its information technology systems; provided, that one (1) backup copy may be retained to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of the Customer then in effect.


7. Indemnification

7.1 The Licensor agrees to indemnify the Customer against all claims, causes of action, judgments, damages, fines or expenses (including reasonable legal advisers’ fees) (collectively, “Losses”) arising from a third-party claim that Customer’s use of the Licensed Product(s) in accordance with the Permitted Use infringes such third party’s intellectual property rights.


7.2 The Customer agrees to indemnify the Licensor against Losses arising from a third-party claim relating to the Customer’s use of the Licensed Product(s) in violation of the Permitted Use and/or applicable law.


7.3 The indemnification obligations set out in this Clause 7 are contingent on the indemnified party giving written notice to the indemnifying party promptly upon becoming aware of any claim for which it seeks indemnification (an “Indemnity Claim”). The indemnified party shall provide the indemnifying party with reasonable non-monetary assistance in the defence of an Indemnity Claim. The indemnifying party may assume the defence of an Indemnity Claim with legal counsel of its choice, provided that such legal counsel is competent and reputable. No indemnity obligation shall exist with respect to an Indemnity Claim that arises from a non-indemnifying party’s gross negligence, wilful misconduct or breach of this Agreement.


8. Limitation of Liability

8.1 Except in the case of fraud or intentional breach and with respect to a party’s indemnification obligations herein, in no event will either party be liable for: (i) any special, indirect, incidental, consequential or punitive damages; or (ii) any loss of data, profit, goodwill, anticipated savings, revenue or business, whether based on contract, tort or other legal theory (such damages, collectively, the “Excluded Damages”), relating to this Agreement, the Licensed Product(s) and/or the Customer’s use of or inability to use the Licensed Product(s).


8.2 Except for claims relating to the Customer’s misuse of the Licensed Product(s), no action, claim or lawsuit relating to this Agreement may be filed later than three years from the date of expiry or termination of this Agreement.


9. Data Protection

Both the Licensor and the Customer shall comply with the laws and regulations related to the data protection in China during the term of this Agreement. The following clause, which outlines the parties’ respective rights and obligations with respect to data protection shall apply if Licensor is subject to the provisions of General Data Protection Regulation ((EU) 2016/679) (GDPR) or the UK Data Protection Act 2018, c.12 as a result of processing (as defined in the GDPR) Customer Data (as defined in such clause) pursuant hereto.

许可方和客户均应在本协议期限内遵守中国有关数据保护的法律法规。如果许可方因按本协议处理(处理定义见《通用数据保护条例》)客户数据(定义见 )而须适用《通用数据保护条例》((EU)2016/679)或《英国数据保护法案2018》的规定,则应适用 链接上列明的条款,该等条款规定了各方在数据保护上的各自权利和义务。

10. Miscellaneous

10.1 Any delay in performance of any obligation herein caused by conditions unforeseeable, unavoidable and beyond the reasonable control of either party (excluding payment obligations) will not constitute a breach hereof; provided, that the delaying party has taken reasonable measures to notify the affected party in writing of the delay and uses commercially reasonable efforts to perform in accordance with this Agreement notwithstanding such conditions.


10.2 Amendments of or waivers relating to this Agreement must be in writing signed by the parties.


10.3 No party may assign this Agreement without the prior written consent of the other party, except that the Licensor will be permitted, without the Customer’s consent, to assign this Agreement: (i) to any of its affiliates; (ii) in connection with a merger or consolidation involving the Licensor or a sale of all or substantially all of its assets; or (iii) in connection with a divestiture of any portion of its business or any applicable division to which this Agreement relates.

任何一方未事先取得另一方的书面同意不得转让本协议,但是许可方可以在无须取得客户同意的情况下向其任何关联方转让本协议,也可以在许可方发生并购或者出售全部或绝大部分资产时, 或者许可方剥离任意与本协议有关的资产或部门时,无须取得客户同意转让本协议。

10.4 If the Customer or any other company or entity that benefits from this Agreement (together, the “Licensees”) merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Licensee (“Transfer”), the Customer shall promptly notify the Licensor in writing of such Transfer and:

(a) this Agreement shall remain in full force and effect following the Transfer;

(b) the Licensor may offer the Customer a revised subscription fee for the Licensed Product(s) based on, amongst other things, the increased benefit the Customer receives from the Licensed Product(s) due to the enlarged size and nature of Customer’s business following the Transfer (“Extension Fee”); and

(c) unless and until the Customer pays the Extension Fee, no employee, contractor or other personnel of the relevant third party will access, use or benefit in any way from the Licensed Product(s) or will be deemed to be an Authorised User(s) .


(a) 本协议应在权益变动发生后仍然全面有效;

(b) 许可方可以依据客户业务在权益变动后在规模和性质上发生增长从而客户通 过许可产品获得的利益有所提升等情况,对全部许可产品许可费进行调整 (简称“调整后费用”);以及

(c) 在客户支付调整后费用之前,相关第三方的任何员工、承包商或其他人员均 不得使用许可产品、不得以任何方式通过许可产品获益、也不得视作为授权 使用人。

10.5 This Agreement is governed by the laws of People’s Republic of China, excluding its rules of choice of law. Any dispute relating to this Agreement must be brought to arbitration in Beijing with the China International Economic and Trade Arbitration Commission (“CIETAC”) according to CIETAC’s arbitration rules then in force (“Arbitration Rules”). The language of arbitration shall be English.
For disputes arising out of or relating to this Agreement, there shall be three (3) arbitrators. The Licensor on the one hand, and the Customer on the other hand, shall each select one arbitrator according to the Arbitration Rules. The third arbitrator who shall act as president of the arbitral panel shall be appointed in accordance with the Arbitration Rules.

本协议适用中国法律, 但不包括其法律冲突规范。与本协议相关的任何争议应提交位于北京的中国国际经济贸易仲裁委员会(“中国贸仲”)根据中国贸仲当时有效的仲裁规则(简称“仲裁规则”)进行仲裁。仲裁语言为英语。
10.6 If the Customer fails to pay the subscription fees (or any portion thereof) when due, the Customer will be responsible for reimbursing the Licensor for all reasonable costs and expenses (including but not limited to litigation costs, reasonable attorneys’ fees and collection agency fees) incurred by the Licensor in collecting such unpaid subscription fees.


10.7 This Agreement is written in both English and Chinese. The two language versions shall have equal validity and legal effect. Should there be any discrepancy between the two language versions, the version in English shall prevail.


10.8 The terms of the OCF shall govern in the event of any conflict with the terms of this Terms and Conditions.



Annex 1: API Specific Terms
附件1: API具体条款

1. This Annex 1 will only apply if the OCF permits the Customer access to the Licensed Product(s) through the API.
本附件 1 仅适用于订单确认表允许客户通过 API 访问许可产品的情况。

2. In addition to the license grant above, the Licensor grants to the Customer a non-exclusive, non-transferable license to use any user instruction manuals, guidelines and protocols (collectively, “API Documentation”), source code, executable application and/or other materials the Licensor makes available to the Customer along with the API (collectively, “API Materials”). The Customer will only use the API in accordance with the API Documentation, and the Customer will not acquire any ownership rights or intellectual property rights in the API and/or the API Materials by virtue of this Agreement.
除上述授予的许可外,许可方还授予客户非排他性、不可转让的许可,以使用任何用户说明手册、指南和协议(统称为“API 文档”)、源代码、可执行应用程序和/或许可方与 API 一起提供给客户的其他材料(统称为“API 材料”)。客户将仅按照 API 文档要求使用 API,并且客户不会凭借本协议获得 API 和/或 API 材料的任何所有权或知识产权。

3. The Customer will, at its cost and expense, be solely responsible for developing, operating, maintaining and repairing the applications, platforms and systems (collectively, “Customer Systems”) necessary to utilize and interact with the API. The Licensor has no liability or obligation whatsoever with respect to Customer Systems.
客户将自行承担费用与开支,自行负责开发、操作、维护和修复使用 API 并与之交互所需的应用程序、平台和系统(统称为“客户系统”)。

4. The Customer will, and will direct, instruct and cause all Authorized Users to, comply with and adhere to the API Documentation in connection with its access to and usage of the API.
客户会在访问和使用API时遵守API文档,同时指导、指示和促使所有授权用户在访问和使用 API 时遵守API 文档。
5. The Customer will not, and will direct, instruct and cause all Authorized Users not to: (i) alter, reverse engineer, decompile, disassemble or attempt to derive source code from the API; and (ii) use the API, the Content returned from usage thereof and/or other engines, software, tools, devices or robots, to “scrape”, “crawl”, “spider”, build databases or otherwise create copies of such Content, or keep cached copies of such Content longer than the term hereof.
客户不会,并将指导、指示和促使所有授权用户不去:(i) 更改、逆向工程、反编译、反汇编或试图从 API 派生源代码; (ii) 使用 API、使用其返回的内容和/或其他引擎、软件、工具、设备或机器人来“递归爬取”、“自动爬取”、“爬虫”、构建数据库或以其他方式创建此类内容的副本,或将此类内容的缓存副本保存的时间超过本协议期限。
6. In order to use the API, the Customer must obtain appropriate API credentials (an “API Key”) via registration on the Licensor’s website. The Licensor may cancel or suspend API Keys if the Customer breaches this Agreement.
为了使用 API,客户必须通过在许可方网站上的注册获得适当的 API 凭证(“API 密钥”)。如果客户违反本协议,许可方可以取消或暂停使用API 密钥。
7. The Licensor warrants that the API will achieve, in all material respects, the functionality described in the API Documentation.
许可方保证 API 将在所有重大方面实现 API 文档中描述的功能。
8. Notwithstanding anything herein to the contrary, the Customer will not be permitted to terminate this Agreement where its failure to access the Licensed Product(s) results from the inability of the Customer Systems to utilize or interact with the API.
尽管本协议有任何相反规定,如果因客户系统原因无法使用 API 或与 API 交互而导致其无法访问许可产品,则客户不被允许终止本协议。
9. In addition to the indemnity obligations described above, (i) the Licensor agrees to indemnify the Customer against all Losses arising from a third-party claim that the Customer’s use of the API and/or API Materials in accordance with the Permitted Use infringes upon such third party’s intellectual property rights; and (ii) the Customer agrees to indemnify the Licensor against all Losses arising from a third-party claim relating to the Customer’s use of the API and/or API Materials in violation of the Permitted Use and/or applicable law. The indemnities set out in this paragraph will be subject to the provisions of clause 7.3 of this Agreement.
除上述赔偿义务外,(i) 许可方同意赔偿客户因第三方索赔而造成的所有损失,即客户遵守许可使用条款的前提下因使用 API 和/或 API 材料而侵犯了第三方的知识产权; (ii) 客户同意赔偿许可方因客户违反许可使用条款和/或适用法律而在使用 API 和/或 API 材料时导致的第三方索赔引起的所有损失。本款规定的赔偿将受本协议第 7.3 条规定的约束。
10. The Licensor may make additions, changes and/or other modifications to the API (“API Modifications”) during the term hereof; provided, that API Modifications do not materially diminish the functionality of the API (as described in the API Documentation).
许可方可在本协议期限内对 API 进行添加、更改和/或其他修改(“API 修改”); 前提是 API 修改不会实质上削弱 API 的功能(如 API 文档中所述)。
11. The Licensor may from time to time obsolete a prior version of the API (“Prior API Version”) on at least two hundred seventy (270) days’ prior notice following the general availability of a new version thereto (“New API Version”). The Licensor will have no obligation or liability whatsoever (specifically including any support or maintenance obligations) to the Customer with respect to the Prior API Version upon expiration of such notice period, and the Customer’s right to access and use the Prior API Version will automatically terminate one hundred eighty (180) days after expiration of such notice period.
许可方可在新版本(“新 API 版本”)普遍可用后至少提前两百七十 (270) 天发出通知,不时淘汰 API 的先前版本(“API 旧版本”) 。在该通知期届满后,许可方将不对客户承担与先前 API 版本有关的任何义务或责任(特别包括任何支持或维护义务),并且客户访问和使用先前 API 版本的权利将在该通知期届满后一百八十 (180) 天自动终止。
12. The Customer will, at its cost and expense, be solely responsible for making any necessary additions, changes and/or modifications to the Customer Systems due to API Modifications and/or a New API Version.
客户将自行承担因 API 修改和/或新 API 版本而对客户系统进行任何必要的添加、更改和/或修改的费用和开支及相关责任。
13. In no event will either party be liable for Excluded Damages relating to the API, the API Materials and/or the Customer’s use of or inability to use the API and/or the API Materials.
在任何情况下,任何一方均不对与 API、API 材料和/或客户使用或无法使用 API 和/或 API 材料有关的除外损失负责。