End User License Agreement

User (hereafter referred as “the Authorized Person or you”) please acknowledge:

This end user license agreement (hereafter referred as “the license agreement”) is the legal agreement signed by you and Intumit Inc. (hereafter referred as “the Authorizer or Intumit”) regarding the use of Intumit’s Conversational AI software products, services and attached documents or electronic files. To make these terms easier to read, all these products, services, and attachments are collectively called the “Services.”

Please read carefully the content below before the using of the Services. If you continue to use the Services, it means that you agree with the whole articles in this License Agreement. If you do not accept articles in this License Agreement, the use of the Services is not permitted. If you have already signed an effective written agreement with our company regarding part or total of the authorization items of the Services. That agreement remains effective and will be mutually complementary with this License Agreement. If you are accessing and/or using the Services on behalf of any company, organization, partnership or unincorporated business entity, which may include your employer or any other legal entity (“Organization”), you represent and warrant that you have the authority to bind such Organization to these terms. In such cases, “you” and “your” will refer to that Organization or legal entity.

Article 1 Authorization Sphere

  1. Authorization Sphere of Use

    1.1. Regarding the Services, Intumit agrees to provide the Authorized Person authorization for use that is limited, unspecific and nontransferable.

    1.2. Authorization sphere of Use in the Services is limited to the Authorized Person in the license agreement.

    1.4. If any third party’s software was contained in the Services, its deployment specification must abide by and refer to the deployment authorization regulations of the third party’s software.

    1.4. The decipherable software program code (source code) in the Services will not subject to the authorization owing to this license agreement.

  2. Use Limitation Except regulated by both parties elsewhere, the Authorized Person will not take following behaviors:

    2.1. Use of the Services outside the sphere mentioned in section 1 of this article.

    2.2. Behavior to modify, translate or derive related creation, or to decipher, restore, reversal construct-decipher engineering so as to obtain the source code of the Services.

    2.3. To lease, rent, publicize, reveal or provide the Services and its related data in any method.

    2.4. Reauthorize, transfer, or transit rights and responsibility in this license agreement to a third party by any means without previous written consent from the Authorizer to grant.

    2.5. Unilaterally remove the label, diagram or wording on the Services that manifest the ownership of the Authorizer.

Article 2 Authorizer’s Rights

All rights that concerns the structure, organization, program codes and related documents of the Services, which includes modification, change and upgrade versions in the future but unlimited in copyright, patent right, commercial confidential, and copies provided by “the Authorizer” in accordance with the license agreement, belong to the Authorizer. The Authorizer has not transferred the aforementioned related rights of the Services.

Article 3 No Guaranty and Limitation of Liability

  1. The Authorizer’s guaranty

    The Authorizer guarantees that, in proper environment, the Services can be executed and free from defects in materials and workmanship. If the Authorized Person found inconsistence with abovementioned guaranty within 30 days since the purchase date, the Authorizer will make his best effort to solve the problems and make sure the Servicescan be executed properly.

  2. The Exclusion of guaranty

    2.1. The Authorizer does not guarantee the Authorized Person the components in the Services that are independently executed, the effects when the components is separately installed and solely executed, and the malfunctions caused when the Services is improperly or mistakenly used.

    2.2. The Authorized Person (a) inappropriately maintains or calibrates; (b) use software and hardware spec. that are not provided by the Authorizer to execute the Services; (c) modify without authorization or misuses; (d) operates under the environmental conditions that are not designated by the Services; (e) processes preparation or maintenance at improper locations

    2.3. The Services is provided as it is of current status and with possibly existing defects. Within maximum range permitted under related laws, the Authorizer is not responsible for all other apparent, implying or legal guaranty. That is to say that the Authorizer is not responsible for data loss or damage whether it is caused directly, specially, accidentally, importantly (either profit or loss of data) or with other reasons.

  3. Limitation of Responsibility or Liability

    The responsibility sphere that the Authorizer will take for the Services is limited to maintaining the Services in a professional and workmanlike manner or sales return of payment fund. The Authorizer or his supplier, under any circumstance, is not liable to the Authorized Person for any damage, claim or expense charges, not liable for any inevitable, indirect and additional damage, and not liable for loss of profit or balance. It is also the case that even the Authorizer has acknowledged beforehand such loss, damage, claim, expenses or the claim from any other third party. The Authorizer represents the supplier only on no guaranty and limitation issues regarding guaranty and responsibility are mentioned in the license agreement. The Authorizer does not represent the supplier on any other issues or purposes. NEITHER INTUMIT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INTUMIT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL INTUMIT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO INTUMIT FOR USE OF THE SERVICES OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUMIT AND YOU.

Article 4 Changes to Terms or Services

In our sole discretion, Intumit reserves the right to modify the terms at any time. In case of any such modification, we shall provide a notification via email to the registered email of registered users. Please review the modified terms Continued use of the Services after notification of the modified terms, indicates that you agree to be bound by such modified terms. If you do not wish to be bound by the modified terms, then you shall no longer use the Services. Because our Services are evolving over time, keeping in connection with the changing business and work environment, we reserve the right to change or discontinue all or any part of the Services, at any time and without prior notice, at our sole discretion.

Article 5 Duration and Termination of Authorization

  1. Duration of Authorization

    Remaining effective before termination.

  2. Sudden Termination

    The authorization will terminate automatically if the Authorized Person violates any issue listed in Article 1.

  3. Termination effect

    Once the authorization is terminated, the authorization issues listed in the license agreement will become ineffective. The Authorized Person must immediately remove and destroy the product from the system equipment as well as to destroy all copies of the product at the same time. If required by the Authorizer, the Authorized Person have to issue a written proof to the Authorizer within seven days after termination of authorization so as to confirm the fact of destruction.

Article 6 Payment

To the extent any portion of the Services is made available to you for a fee, you authorize Intumit or its authorized distributor to bill your payment instrument on a lump sum or periodic basis in accordance with such terms. All amounts paid are non-refundable and Intumit and its authorized distributor reserve the right to change the prices in the future. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount.

  • If you purchased the Services directly from Intumit; Intumit may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you dispute any charges, you must notify Intumit within thirty (30) days after the date Intumit invoices you or bills your payment instrument, as applicable. You shall be responsible for all taxes associated with Services other than all applicable Taiwan taxes based on Intumit’s net income.
  • If you purchased the Services from Intumit’s authorized distributor; the payment terms agreed by such distributor and you will apply.

Article 7 Content and Content Rights

For purposes of these terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that you provide to be made available through the Services. Content includes without limitation User Content.

  1. Content Ownership, Responsibility and Removal

    Intumit does not claim any ownership rights in any User Content that you make available through the Services and nothing in these terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Intumit and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

     

  2. Rights in User Content Granted by You

    By making any User Content available through Services you hereby grant to Intumit a limited, non-exclusive, non-transferable, non-sublicensable perpetual, irrevocable, royalty-free license, with the right in connection with improving and optimizing the Services.

    You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Intumit on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

    You are in control of your User Content, and you can remove your User Content at any time by specifically deleting it.

     

  3. Rights in Content Granted by Intumit

    Subject to your compliance with these terms, Intumit grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content that is not User Content, and to use, reproduce, distribute copies of, create derivative works based upon and publicly display and publicly perform any User Content, solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes. This means that other users of the Services may have access to your User Content including rights to modify such User Content, as is permitted by the functionality of various features of the Services.

     

  4. Intumit’s Enforcement Rights

    Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these terms. We have the right to investigate violations of these terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

     

  5. Indemnity

    You will indemnify and hold harmless Intumit and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; or (iii) your violation of these terms.

Article 8 Agreement to Arbitrate

You and Intumit agree that any dispute, claim or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.  The place of arbitration shall be Tokyo, Japan, and the language of the arbitration shall be English. The arbitrator’s decision shall follow the plain and natural meaning of the relevant documents and shall be final and binding. Judgment upon the award may be entered in any court of jurisdiction. The arbitrator will have no power to award damages inconsistent with this Agreement. All aspects of the arbitration will be confidential.

Article 8 Other General Terms

  1. If the situation occurs that invalid or unable execution exists in part of articles of the license agreement, other articles remain fully effective.

  2. If the situation occurs that modification is made to the license agreement, it will not be valid unless it is processed in written form and signed by the Authorizer.

  3. The Services are under the protection of copyright law, intellectual property law and international treaties. Therefore, all unwritten given rights are reserved for the Authorizer.

  4. The explanation, efficiency, fulfillment and other unspecified issues for the license agreement will comply with the laws of the Japan. If there is lawsuit owing to dispute for the license agreement, both parties agree that Tokyo District Court in Japan will be the governing first trial court.

Contact Information

If you have any questions about these terms or the Services, please contact Intumit at support@Intumit.com

Last Updated 5th/Feb/2020

Last updated: December 19, 2019