Terms of Use

1. INTRODUCTION

Welcome to https://www.piperider.io/ (and sub-domains). The website is owned and operated by InfuseAI, Inc. (“InfuseAI” or “we” or “us”). Please read these Terms of Use (“Terms of Use”) carefully as it constitutes a legally binding contract between you and InfuseAI governing your use of the websites owned and/or operated by us and any other online services (collectively, the “Services”). By accessing or using the Services, you agree to be legally bound by these Terms of Use whether as a visitor or as a registered user. If you do not agree with any of these Terms of Use, please do not use or access the Services in any manner.

You warrant and represent to InfuseAI that you are able to enter into

contracts by any and all applicable laws and regulations. If you are entering into these Terms of Use for an entity, such as the company you work for, you warrant and represent that you have the authority to bind that entity and you agree that “you” as used in these Terms of Use includes both you personally and the entity you represent. You and InfuseAI are collectively referred to as the “Parties” and each is a “Party”

2. DEFINITIONS

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. TRIAL PERIOD AND SERVICES

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.

4. FEES AND PAYMENT

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.

5. TERM, TERMINATION, AND SUSPENSION

These Terms of Use commence on the date you first accept them and continue until terminated pursuant to this Clause (the “Term”).

Each Party can terminate these Terms of Use at any time on written notice to the other Party provided there are no active Services then in effect. Either Party may terminate the Services: (i) during the Trial Period, if any, in which case the termination shall take immediate effect; (ii) for Services paid monthly, at any time outside the Trial Period, in which case the termination shall take effect on the next monthly anniversary date; (iii) for Services that are not paid monthly, on written notice to the other Party if such other Party has breached the Terms of Use and failed to cure such breach within thirty (30) days of receiving written notice thereof; or (iv) at any time if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors, in which case the termination shall take immediate effect.

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.

6. CONFIDENTIALITY

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. USE OF YOUR DATA

7.1 Your Data

We will only use your Data only to provide the Services and only as permitted by our privacy policy, located at Privacy Policy. You acknowledge and agree that in order to provide and/or improve the Services, we may: (i) query, transform, process and otherwise access your Data that you store on your Servers or on a third-party service to which you facilitate our access via an application programming interface (“API”) or other means; (ii) analyze the Data to determine which other products and services may be relevant to you and to inform the improvement and development of our products and services; and (iii) create Derived Metadata from such analysis. We may also retain a copy of your Data for a reasonable period of time in order to provide the Services or as otherwise required by applicable law. You shall have sole responsibility for the accuracy, quality, and legality of your Data. Unless we are managing an instance with our third-party hosting provider on your behalf, we will store your Data only as long as needed to provide the Services.

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

8. INTELLECTUAL PROPERTY

Unless otherwise provided in these Terms of Use, all right, title and interest in and to the Services and all proprietary rights therein shall be and remain our sole and exclusive property. Subject to the preceding clause in relation to Your Data, all right, title, and interest in and to your Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain your sole and exclusive property.

9. USE AND LIMITATIONS OF USE

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.

9.2 Compliance

We have the right, but not the obligation, to monitor your compliance with the Terms of Use. If any such monitoring reveals that you have exceeded any usage limitations or otherwise are not using the Services in compliance with the Terms of Use, then you will remedy any such non-compliance within five (5) business days upon receiving notice from us, including, if applicable, through the payment of additional fees, which we may automatically charge and process in accordance with the Fee and Payments Clause.

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. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

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.

10.2 Disclaimer

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.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES, CONTENT, OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OF USE AND/OR YOUR USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INDEMNIFICATION

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.

We are not obligated to indemnify, defend, or hold you or any third party harmless hereunder to the extent: (i) the claim arises from or is based upon your or your Authorized Users’ use of: (a) the Beta Features and/or during the Trial Period; (b) the Website not in accordance with these Terms of Use; or (c) any unauthorized modifications, alterations, or implementations of the Website made by you or at your request (other than by us); (ii) the claim arises from use of the Website in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (iii) the claim arises from any use of the Website for which they were not designed.

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.

You will defend, indemnify, and hold harmless us and our 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 arising from your or any of your Authorized Users’ breach or violation of the Terms of Use; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the claim; and (iii) providing you 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 us or our officers, directors, managers, members or employees.

13. GENERAL PROVISIONS

13.1 Assignment

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.

13.2 Waiver

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.

13.4 Jurisdiction

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.

13.5 Modifications

we may modify these Terms of Use at any time by posting such modification on the Website and providing you notice of such update, and any such modification shall automatically go into effect thirty (30) days after it is so posted. In the event that you do not agree to the terms of any such modification, your sole remedy shall be to provide us with written notice during such thirty (30)-day period of your objection and desire to terminate the applicable Services, in which case the applicable Services shall terminate on the last day of such thirty (30)-day period and we shall refund to you an amount equal to a pro rata portion of any Fees prepaid by you for the Services. By continuing to use the Services after any such modification goes into effect, you agree to the terms of any such modification.

13.6 Notices

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.