This GliaStar Customer Agreement (this"Agreement"), as it may be modified from time to time, governs your use of the Services as defined below. It is an agreement between GliaCloud Co., Ltd.,("GliaStudio","Company"", ""Website", "we", "us", or "our")and you or the entity you represent ("Customer", "you” or "your"). This Agreement takes effect when you click on the "I accept" button or checkbox presented with these terms or, if earlier, when you use any of the Services(the"Effective Date"). You represent to us that you are lawfully able to enter into this contract (e.g., you are not a minor). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access our Services through your account to these terms and conditions, in which case the terms"you" or "your"shall refer to such entity, its affiliates, and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the Services.

Please see Section 15 for definitions of certain capitalized terms used in this Agreement.

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1. Services and Support

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1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel, passwords as it deems inappropriate.

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1.2 Company will provide Customer with reasonable technical support services (“Technical Support”) to create and edit video with AI as well as distribution and monetization service. Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 10:00 am through 7:00 pm Taiwan Standard time, with the exclusion of National Holidays (“SupportHours”). Customer may initiate a help desk ticket during Support Hours by calling [886-2-25472298] or any time by emailing [info@gliacloud.com]. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within two (2) business day.

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2. Changes

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2.1 We shall make the Services available to You pursuant to this Agreement. We may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

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2.2 You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, "AdditionalPolicies") at any time by posting a revised version of the Agreement or such Additional Policy on Our Website accessible at: https://www.gliacloud.com/. By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, You agree to be bound by the revised Agreement or any revised Additional Policies. It is Your responsibility to check Our Website regularly for changes to this Agreement or the Additional Policies, as applicable. We last modified this Agreement on the date set forth at the top of this Agreement

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3. Security and Privacy

 

3.1 Without limiting Section 10 or your obligations under Section 4, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

 

3.2 You consent to our collection, use, and disclosure of information associated with the Services in accordance with our Privacy Policy.

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4. Restrictions and Responsibilities

 

4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively referred as“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

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4.2 Customer shall comply with all applicable laws and regulations and do not infringe the intellectual property rights of any third party.

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4.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the“Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and in our sole discretion, may stop or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

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4.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

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5. Fees and Payment

 

5.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the“Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon ten (10) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 10 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

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5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company within the agreed terms after the mailing date of the invoice. Unpaid amounts 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 and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than any applicable taxes based on Company’s net income.

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6. Temporary Suspension

 

6.1 We may in our sole discretion, suspend your or any End User's right to access or use any portion or all of the Services immediately upon notice to you if we determine: (a)your or an End User's use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other GliaCloud customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; (b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or

become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Generally

 

6.2 If we suspend your right to access or use any portion or all of the Services: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b)you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and (c) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement. Our right to suspend your or any End User's right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 7. Effect of Suspension

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7. Term and Termination

 

7.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term(collectively, the“Term”), unless either party requests termination at least thirty(30) days prior to the end of the then-current term.

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7.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon ten (10) days, notice or without notice, in the case of overdue payment more than 10 days if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of ten (10) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

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8. Confidentiality

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8.1 Each party (the“Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document; (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

 

8.2 Customer shall own and retain all right, title and interest in and to any information and data provided by Customer to Company under this Agreement (“Customer Data”). Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

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8.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business.

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9. Proprietary Rights

 

9.1 Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. Some GliaStudio Content may be provided to you under a separate license, such as the Apache Software License or other open source licenses. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that GliaStudio Content.

 

9.2 As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in Section 10, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services to you and any End Users. We may disclose Your Content to provide the Services to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

 

9.3 We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any of Your Submissions, including those submitted by Users.

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9.4 You represent and warrant to us that: (i) you or your licensors own all right, title, and interest in and to Your Content and Your Submissions; (ii) you have all rights in Your Content and Your Submissions necessary to grant the rights contemplated by this Agreement; and (iii) none of Your Content, Your Submissions or End Users' use of Your Content, Your Submissions or the Services will violate the Acceptable Use Policy.

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9.5 All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.

 

10. Indemnifications

 

You hereby warrant and agree to hold GliaCloud harmless and to indemnify GliaCloud for any damage, loss, expense, legal expense or cost incurred as a result of your use of the services in direct or indirect violation of these terms, including any false representation; or any claim, complaint or notification filed maliciously or negligently against any GliaCloud or other GliaCloud user where no such claim had any legal standing.

 

11. Warranty and Disclaimer

 

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

 

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED“ASIS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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12. Limitations of Liability

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NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:(A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;(B)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;(C)FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR(D)FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

13. Modifications to the Agreement

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GliaStudio reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. GliaStudio may also, in the future, offer new services and/or features through the Website(including, the release of new tools and resources). Such new features and/or services shall be subject to the terms of this Agreement.

 

14. Miscellaneous

 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Taiwan without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

For any inquiries regarding our Customer Agreement, please feel free to email us at info@gliacloud.com

 

15. Definitions

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• “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under Your account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own GliaStudio account, rather than Your account.

• “Data” means all electronic data or information submitted by You to the Services, including but not limited to any access keys required to access Cloud Provider services.

• “Content” means software (including machine images), data, text, audio, video, images or other content.

• “Privacy Policy” means the privacy policy currently referenced at https://www.gliacloud.com/zh-hant/privacy, as it may be updated by Us from time to time.

• “Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.

• “Your Submissions” means Content that you post or otherwise submit to developer forums, public data repositories, or similar community-focused areas of the GliaCloud Site or the Services or that you transmit to us via email, phone or other communications mechanisms.