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You warrant and represent to InfuseAI that you are able to enter into
2.1 Authorized User: Any of your current employees, consultants, or agents whom you authorize to access and use the Services. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses or uses the Services using any of your or your Authorized Users’ access credentials.
2.2 Beta Features: Any pre-release features, functionalities, or modules of the Platform that are made available to you to use and evaluate.
2.3 Billing Information: Any of your billing information, including, without limitation, bank account numbers, credit card or debit card numbers, account details, ACH information, and similar data.
2.4 Confidential Information: (i) With respect to InfuseAI, the Platform, the Website, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, your Data and any other non-public information or material regarding your legal or business affairs, financing, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of the Services.
2.5 Data: (i) Any data that you or your Authorized Users submit by using the Services and (ii) Any data on the Servers that you or your Authorized Users query, transform, process or otherwise access.
2.6 Derived Metadata: Data we have derived from the Data that provides information about the content or structure of the Data but does not contain the Data itself.
2.7 Destructive Elements: Computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the website or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the website to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operations.
2.8 Fees: Any Services Fees, and any other fees we charge for our products, services, or data
2.9 Sensitive Personal Information: Personal information, the loss of which would trigger a data breach notification requirement, and includes, but is not limited to, personally-identifiable Billing Information, financial information, health information, or country identification number (e.g. Social Insurance Number, Social Security Number, or other governmentally-issued identification number such as driver’s license or passport number).
2.10 Trial Period: Any period during which we provide you the Service on a trial basis.
3.1 Trial Period
If you register for a free trial, we will make one or more free subscription services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services, (b) the start date of any payable Services ordered by you or (c) termination by InfuseAI at our own discretion.
During the Trial Period, our representations and warranties herein shall not apply, and we will not be liable to you for damages of any kind related to the Services, including, without limitation, your use of, or inability to use, the Services. You are at your own risk during the Trial Period.
3.2 Beta Features
From time to time, we may invite you to try Beta Features. You may accept or decline any such trial at your own discretion. An important part of this beta process is getting real-world testing of the Beta Features before a general release. If you agree to participate in a beta trial, the following additional terms and conditions will apply:
- You agree to use and test the Beta Features and to provide timely feedback, comments, and suggestions to our team.
- You agree that we shall be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.
- Unless otherwise stated, any Beta Feature trial period will expire upon the date that a version of the Beta Feature becomes generally available or we elect to discontinue such Beta Feature.
- We may discontinue Beta Features at any time in our sole discretion with or without notice and may never make them generally available.
- YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THESE FREE TRIAL WITHOUT LIMITING THE FOREGOING, WE ARE PROVIDING THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THEIR PERFORMANCE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY PROBLEMS WITH THE SUBSCRIPTION SERVICES ATTRIBUTABLE TO THE INTERNET, FORCE MAJEURE OR YOUR OR ANY AUTHORIZED USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.
The Fees and any applicable taxes shall be paid by you before we can provide the Services. If we are required to pay any taxes on your behalf, you shall reimburse us upon receiving our notice.
You hereby agree to defend, indemnify, and hold harmless us and our officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any taxes and related costs, interest, and penalties paid or payable by us on your behalf.
You will keep your contact information, Billing Information, and credit card information (where applicable) up to date. Changes may be made on your billing page on the Website.
All Fees and taxes payable under the Services are non-cancelable, and all payments made are non-refundable.
We may suspend the Services immediately if any undisputed payment due to us is over thirty (30) days past due. If the Services are suspended for non-payment, we may charge a reactivation fee to reinstate them. You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur.
Upon termination or expiration of the Services, we will stop providing the Services and you will stop all access to and use of the Website. Upon written request, each Party shall either return to the other Party all documents, computer files, and other materials containing any of such other Party’s Confidential Information that are in its possession or control.
The following provisions will survive expiration or termination of the Services: Definitions, Beta Features, Fees and Payment, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and this provision.
A Party will (i) protect the confidentiality of the other Party’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the other Party’s Confidential Information for any purpose outside the scope of the Services; and (iii) not disclose the other Party’s Confidential Information to any party other than its employees, contractors, advisors, and agents, who are bound by obligations of confidentiality as restrictive as those set forth herein.
If a Party is legally compelled to disclose any of the other Party’s Confidential Information, to the extent permitted by applicable law, a prior written notice of such requirement shall be delivered to the other Party so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance.
7.1 Your Data
7.2 Sensitive Personal information
You agree to remove or anonymize all Sensitive Personal information before transferring or providing access to your personal information to us. We will not have any liability that may result from your disclosure of such information to us.
7.3 Data Security
We shall employ commercially reasonable physical, administrative, and technical safeguards to secure your Data provided by you or collected by us from unauthorized use or disclosure. Some of the Data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Without prior written agreement for such extra security measures, we shall have no obligation to do so or any liability in connection therewith
9.1 Restrictions on Use
You will not (and will not authorize, permit, or encourage any third party to), directly or indirectly: (i) allow anyone other than Authorized Users to access and use the Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (iii) modify, adapt, or translate the Services; (iv) make any copies of the Services; (v) resell, distribute, or sublicense the Services without our prior written permission in each instance, which we may withhold in our sole and absolute discretion; (vi) remove or modify any proprietary marking or restrictive legends placed on the Services; (vii) use the Services in violation of any applicable law or regulation, in order to build a competitive product or service, or for any purpose not specifically permitted in the Services; or (viii) introduce, post, upload, transmit, or otherwise make available to or from the Services.
9.3 Onboarding of Authorized Users
Authorized Users must log into the Website. During the initial registration, Authorized User will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), an email address, and perhaps certain additional information that will assist in authenticating the Authorized User’s identity when the person logs in in the future (“Unique Identifiers”). When creating the account, Authorized Users must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users’ Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website.
You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change Authorized Users’ Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason, with or without notice. We will not be liable for any loss or damage caused by any unauthorized use of an Authorized User’s account.
10.1 Mutual Representations and Warranties
Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into the Services; (ii) the execution, delivery, and performance of the Services and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, THE WEBSITE, ANY BETA FEATURES, ANY FREE TRIALS, THEIR COMPONENTS, THE DOCUMENTATION, THE SUPPORT SERVICES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES WHATSOEVER AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED,OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
We will defend, indemnify, and hold harmless you and your officers, directors, managers, members, and employees from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any third-party action, claim, or proceeding that the use of the Services infringes or misappropriates any third-party copyrights or trade secrets; provided, however, that the foregoing obligations shall be subject to your: (i) promptly notifying us of the claim; (ii) providing us, at our expense, with reasonable cooperation in the defense of the claim; and (iii) providing us with sole control over the defense and negotiations for a settlement or compromise, provided such settlement or compromise does not result in any liability for you or your officers, directors, managers, members or employees.
In the event that we reasonably determine that the Website is likely to be the subject of a claim of infringement or misappropriation of third-party rights, we shall have the right (but not the obligation), at our own expense and option, to: (i) procure for you the right to continue to use the Website as set forth hereunder; (ii) replace the infringing components of the Services with other components with the equivalent functionality; or (iii) suitably modify the Services so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate the applicable Services without further liability to you, and we shall refund to you an amount equal to a pro rata portion of any Fees prepaid by you for the Services. This Clause together with the Indemnity Clause, states your sole and exclusive remedy, and our sole and exclusive liability, regarding infringement or misappropriation of any intellectual property rights of a third party.
Neither Party may assign or otherwise transfer any of its rights or obligations under the Services without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer the Services: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that in all cases, the assignee agrees in writing to be bound by the terms and conditions of the Services. Any assignment or other transfer in violation of this Section will be null and void.
No failure or delay by either Party in exercising any right or remedy under the Services shall operate or be deemed as a waiver of any such right or remedy.
13.3 Governing Law
Any dispute arising from the Services shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan)without regard for choice of law provisions thereof.
The Parties hereby consent and agree to the exclusive jurisdiction of the Taiwan Taipei District Court as the court of first instance for all suits, actions, or proceedings directly or indirectly arising out of or relating to the Services, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to any Services.
All notices must be in writing in one of the following forms: personal delivery, e-mail, national overnight courier or postal service, postage prepaid. Notices shall be effective upon: (i) actual delivery to the other Party, if delivered in person, or by email, or by national overnight courier; or (ii) five (5) business days after being mailed via postal service, postage prepaid.