Лицензионное соглашение с конечным пользователем ChatInsight

Introduction

The ChatInsight Enterprise/End User License Agreement (hereinafter, "Agreement") is jointly concluded by You (the "Enterprise/End User") and SAND STUDIO for Your use of Services (as defined below) provided by SAND STUDIO. "SAND STUDIO" refers to SAND STUDIO PTE.LTD. and/or any associated operator (hereinafter collectively referred to as "SAND STUDIO", "We", "Us" or "Our") that may exist with respect to its related services. You agree to use Our Services, and thereby shall abide by this Agreement. This Agreement applies when You conclude it with Us as an ENTERPRISE or INDIVIDUAL. Both You and We shall be legally bound by this Agreement.

Minors should be accompanied by a legal guardian to read and fully understand this agreement. If you or your guardian do not agree to the contents of this Agreement, you should stop using ChatInsight services. If you use this service without the consent of your guardian, you and your guardian shall bear all consequences resulting therefrom in accordance with the law.

If You have entered into a sales contract or service contract (or other contract of similar nature) with Us, this Agreement shall be an attachment to the sales contract or service contract (or other contract of similar nature), and is equal in legal effect with such contracts hereinabove.

Before You use the Services or products offered by Us, please read the terms in this Agreement carefully, and remind Your employees, agents, trustees, and authorized personnel to supervise or manage the use of ChatInsight to understand and abide by relevant rules to avoid unnecessary losses for You. You acknowledge and agree that, under this Agreement and other sales contracts/service contracts (or other contracts of similar nature)/privacy policies, conducts by the aforementioned persons shall be regarded as conducts by You, and You shall be responsible for and indemnify for the losses incurred to You or Us or other parties by violation of this Agreement or applicant laws and regulations by the aforementioned persons, and We are not responsible for that.

By visiting Our websites, your registration, log in, and etc. or using our Services in any manner, You agree that You have read and agree to be bound by the terms and conditions of this Agreement. You do not have any right to use Our Website or Services if you do not agree to the terms and conditions of this Agreement unconditionally.

The terms of this Agreement that are or may be material to Your rights and interests have been marked in bold, and please pay specific attention to them.

I. Definition

• The "Website" means the https://www.chatinsight.ai website and domain name and any other linked pages, features, contents, or application services (including but not limited to any mobile application services) offered from time to time by Us in connection therewith.
• The "ChatInsight Services" or "Services" mean all software, products, services, websites, and relevant contents including the Website provided by Us.
• The "ChatInsight Account" or "Account" means the user’s accounts created by the user when using ChatInsight Services, the username and password of which can identify You.
• The "ChatInsight Contents" or "Contents" mean all materials offered, displayed, or performed on the Services, including, but not limited to software, text, graphics, articles, photographs, images, illustrations, etc.
• "Third Party Services" mean third-party websites, services, and/or contents that are not owned or controlled by Us during the Service.
• "Affiliates", for any Party of this Agreement, mean enterprises that directly or indirectly control the enterprise, or are under the control of the enterprise, or are under control together with the enterprise. For the purpose of this definition, "control" refers to the ability to command the management or business of an enterprise, whether it is exercised through direct or indirect voting rights obtained by contracts or by other means.

II. Introduction to The Services

• The Website is owned and operated by Us. Subject to the terms and conditions of this Agreement, We may offer to provide Services for You. You understand and agree that these Services are solely for Your use within the scope as has been agreed upon in this Agreement, and shall not be used for other purposes without our prior written consent by Us.
• You understand and agree that, due to changes in Our business and laws and regulations that apply to You and Us, We may change, suspend or terminate the Services at any time, including the availability of any feature, database, or Contents. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or undertaking any liability. Meanwhile, We reserve the right, at our sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending You a notice via email or postal mail. You shall be responsible for reviewing and paying attention to the modifications in the announcements, tips, agreements, rules and other related contents of this Website. You acknowledge and confirm that if You do not accept the modified Agreement, You should immediately stop using the Website and our Services. Your continued use of the Services will constitute Your absolute acceptance of the terms and conditions of this Agreement as modified.

• You represent and warrant that:

  (i)you are fully qualified to engage in the cooperation under this Agreement, and the cooperation is within the scope of Your business;

  (ii)you have already obtained all necessary authorizations for the signing and fulfillment of this Agreement;including, but not limited to, the right to upload, modify, and disclose input content and output results.

  (iii)if you are a signatory for an Enterprise User, you shall warrant that you are fully authorized to sign this Agreement;

  (iv)you have the ability to perform obligations under this Agreement, and such performance is in no violation or breach of the restrictions imposed by binding legal documents.

III. Registration and Account Management for End Users

• Registration, by which You show Your acceptance of this Agreement, is required before Your use of Service. For successful registration, We will collect certain information of Yours ("Registration Information") with a proper limit. If such Information contains personal information, rules for collection and use of such information, which are detailed in ChatInsight Privacy Policy, shall apply. Please read the ChatInsight Privacy Policy carefully before submitting Your information.
• The Registration Information You provide shall be the latest, complete, and accurate, and You are solely responsible for the renewal of the Registration Information when necessary. If We find any of Your Registration Information incomplete, inaccurate, or not the latest, We have the right to reject Your registration application at Our own discretion, or deny all of Your rights to access, receive and use Services.
• As a part of the registration process, You have to use Your email address as Your username and set Your password to create and access Your ChatInsight Account. You are solely and fully responsible for the management of Your ChatInsight Account and the confidentiality of Your password, as well as key information (together with Account and password, "Account Information") You obtain due to the cooperation. You should use, keep and manage Your ChatInsight Account Information in a proper manner. Please neither disclose Your ChatInsight Account and password to anyone else nor log in or use other people’s ChatInsight accounts and passwords on Your device. In the case of any leakage, loss, theft, or defrauded of Your or others’ account(s), password(s), equipment information, data, privacy data, or property due to Your failure to comply with this Agreement, which is not caused by the faults of Us as provided by law, You are solely to bear all losses and damage.
• You shall represent and warrant that the Account Information is shared only when necessary and only to those with the necessity to know it, and that You do not share the Account Information without justifiable reasons. You shall request that all specific persons with the knowledge of the Account Information, which is by Your authorization, should strictly keep such Account Information confidential, and should not share the Account Information, and outputs based on inputs, with any unauthorized personnel.
• When the person with the knowledge of the Account Information of the Enterprise User is no longer an employee of the Enterprise User, or when there is no longer a necessity for such a person to keep the knowledge, You shall immediately delete the ID of this person, and terminate the access to Services of this person.
• You herein grant Us relevant rights to protect Your account security, under which We can check and verify the security status of Your use of Account regularly or irregularly in various manners, including but not limited to contacting You for user verification, short message verification, email verification and change of password, etc. In the event that You fail to verify or reject the verification without justifiable reasons, We are entitled to reasonably deem Your Account in an abnormal state or hacked, and suspend the Service for Your Account or take subsequent measures.
• In the event that You find Your Account hacked or Your password leaked, You are supposed to inform Us of that immediately to avoid any unauthorized use of Your Account or any other act that might cause losses or damage to any party. You might be liable for the losses or damage to Us or other parties caused by the use of Your Account by a third party, regardless of whether You are informed of that or not.
• In the event that You lose Your ChatInsight Account information or forget Your password that disables Your ChatInsight login, You are required to provide relevant information and certificates according to the instructions for Account recovery posted by Us for the purpose of recovering Your Account or password, and You should ensure the authenticity and validity of the information and certificates provided. Should the materials You provide be fake or unqualified and fail to pass Our security check, You might fail to recover Your Account, and You are then solely to bear the corresponding risks and losses herein. You understand that it will take Us reasonable time to process Your recovery request and that except in cases where We are faulty as provided by law, We are not liable for Your losses and damage.
• You will be responsible for paying, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the Services.

IV. Rules for Service Usage

• You may access and use the Service solely for Your own benefit and in accordance with the terms and conditions of this Agreement and any scope of use restrictions (including but not limited to the number of devices managed) designated in the applicable sales contract/service contract (or other contracts of similar nature). You are forbidden from offering Your ChatInsight Account to to any third party for use by any person other than as necessary, byways including but not limited to transferring, renting, lending, sharing, selling, or sub-licensing to others, nor may You log in to or use others’ ChatInsight account(s) and password(s) on Your device. In the case of Your violating this rule, You are to be responsible on Your own for any legal consequences and liabilities for that, and We will have the right to suspend or terminate Services for You.
• You are allowed to use ChatInsight Services within the ChatInsight platform only, and any act of separating ChatInsight Services from ChatInsight platform in the form of cracking, translating, transcribing, etc., does not constitute Services in this Agreement. We reserve the right to hold the infringer accountable and claim indemnity.
• Any ChatInsight Services accessed by theft, exploiting system vulnerabilities, and unofficial or unauthorized by Us methods (including but not limited to purchasing, renting, borrowing, sharing, transferring, etc.) are not under protection, and We have the right to cancel/deny Services. All losses and responsibilities in these cases are to be borne by the person who accesses Services through the aforesaid methods himself or herself.
• All ChatInsight Contents are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Contents accessed through the Services, and shall NOT use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Contents or third party submissions or other proprietary rights not owned by You: (i) without the express prior written consent of the respective owners, or (ii) in any way that violates any third party right.
• ChatInsight Services are protected by copyright in accordance with the laws of Singapore, international conventions, and other intellectual property laws. You may not modify, publish, disseminate, participate in the transfer or sale of, copy (except as otherwise agreed in this Agreement), perform, distribute, operate, display, or in any way utilize any or all of the Contents, software, materials or Services in whole or in part.
• Trial Subscriptions: If You apply for a free trial subscription, upon our approval of Your application, You may use the Services in accordance with the terms and conditions of this Agreement for the Free Trial Period (subject to the announcement of Our Website or our commitment period). Trial Subscriptions are permitted solely for Your trial to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of paid Services. If You do not purchase the paid Services, this Agreement and Your right to access and use the Services will terminate at the end of the Free Trial Period. We have the right to terminate the free trial subscription at any time for any reason.

• You warrant, represent, and agree that You will not use the Services in a manner that

  (i)in a manner that violates any law, statute, ordinance, regulation or other fundamental;

  (ii)in a manner that infringes upon the intellectual property or proprietary rights of others, rights of privacy, rights of personality or other rights of any third party;

  (iii)in a manner that is harmful, fraudulent, deceptive, misleading, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene or otherwise objectionable;

  (iv)conduct commercial activities and/or sales (such as contests, sweepstakes, trading, advertising or pyramid schemes) without our prior written consent;

  (v)use the Services to collect, store, process or transmit any sensitive personal information;

  (vi)impersonate any person or entity, including, but not limited to, any of our employee representatives;

  (vii)involves the use of the Services in connection with the use of computer code, files or programs that contain viruses, Trojan horses, worms, time bombs or other harmful computer code, files or programs;

  (viii)Obtain legal, financial, medical, political or other specialized industry knowledge, advice, statements, and engage in high-risk decision-making without a professional reviewing the information.

  We will not be liable for any damages resulting from your breach of the above representations and warranties. Meanwhile, you may also be subject to penalties and liability for violations of laws, regulations, policies, and other binding legal documents.

• Your input to ChatInsight, and the output, must not have or contain any of the following:

  (i)prohibit the depiction, display or promotion of child sexual abuse and exploitation;

  (ii)content that depicts, advertises, or is used to solicit sexual services is prohibited, as is the use of pornographic services;

  (iii)prohibited from depicting or being used for abuse, human trafficking, forced labor, sexual slavery, forced marriage, and forced medical procedures;

  (iv)content that depicts, praises, supports, promotes, glorifies, encourages, and/or instructs individuals to self-harm or commit suicide is prohibited;

  (v)content and behavior that depicts, displays, or promotes violence or bloodshed, incites or glorifies violence, and promotes lawlessness is prohibited;

  (vi)prohibit splitting the country, undermining security, and promoting terrorism and violent extremism;

  (vii)prohibit the use of the Services for fraud and gambling;

  (viii)prohibit the provision, dissemination of harmful content, including race, ethnicity, nationality, gender, sexual orientation, religious beliefs, age, disability status, caste and systematic prejudice or marginalization related to of any other characteristic etc;

  (IX)it is prohibited to use the Services to attack, denigrate, bully, harass, intimidate, threaten, demean, or ostracize individuals or groups of individuals;

  (X)it is prohibited to use the Services to deceive the public, disseminate false information, impersonate others, or engage in untruthful activities;

  (XI)prohibit the use of the Services to predict the future including personal future, election results, etc.

  If you use the Services in violation of points (vii) and (viii) above, you shall be solely responsible for all actions taken in the course of using the Services, including dealing with other users' complaints, arbitration, and litigation results, compensating us for losses, and we have the right to terminate your access to or use of the Services.

• You shall be solely responsible for all actions you take in the course of using the Services. We have the right to terminate your right to access or use the Services if you engage in any of the following prohibited unlawful use behaviors in the course of using the Services, including, but not limited to, the following (not an exhaustive list):

  (i)unlawfully controlling, posting or transmitting any communication or request designed to obtain from another user his or her account number, password, input content, output results or other personal information, personal privacy;

  (ii)use the Services to violate the security of any computer network, to break any computer network password or security encryption code, to transfer or store unlawful material (including material that may be considered illegal or obscene), or to engage in any form of illegal activity;

  (iii)run Maillist, Listserv, any form of auto-responder, "spam" or similar programs on the Services or engage in any activity that interferes with the proper functioning of the Services or imposes an unreasonable burden on the operation of the Services;

  (iv)use manual or automated software, devices or other programs to crawl any content covered by the Services;

  (v)decompile, reverse engineer, or otherwise attempt to derive the source code of the Services.

• If you use, publish or transmit output generated by the Service, you shall:

  (i)actively verify the authenticity and accuracy of the output;

  (ii)conspicuously indicate that the output was intelligently generated by the AI;

  (iii)and refrain from publishing and paging output that violates this Agreement.

V. Warranty Disclaimer

• You understand and agree that We have no special relationship with or fiduciary duty to You. You understand and agree that We have no control over, and no duty to take any action regarding:

  (i)which users could gain access to the Services;

  (ii)what Contents You access via the Services;

  (iii)how You may interpret or use the Contents;

  (iv)whether Your Inputs and Outputs will be made public or shared;

  (v)what actions You may take as a result of having been exposed to the Contents.

  You release Us from all liability for the Contents You have acquired or have not acquired Contents through the Services.

• You understand and agree that We make no representations or warranties with respect to any Contents contained in or accessed through the Services and shall not be liable for any of the foregoing Contents, including but not limited to any errors, omissions, the legality, legitimacy of any Contents, or any losses or damage arising from the use or disclosure of any Contents.
• You understand and agree that all information publicly published or privately transmitted through ChatInsight Services shall be solely the responsibility of the person who publishes or transmits such contents, and We shall not be responsible for the accuracy and authenticity of such information; You also understand and agree that We cannot guarantee the identity of any other user with whom You may interact during the use of the Services and that We cannot guarantee the authenticity of any information that such user may provide about themselves; You understand and agree that all risks that may arise from Your use of the ChatInsight Services are at Your own risk and that You will be solely responsible for any damage or losses that may result therefrom.
• You understand and agree that We make no representations or warranties regarding suggestions or recommendations You receive through the Services for purchasing other services or products. The services, contents, websites, and any software are provided on an "as is" basis, without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the services will be uninterrupted or error-free.

• You are responsible for any losses, damage and liability due to reasons attributable to Yourself, which includes but not limited to the violation of this Agreement by the employees, agents, trustees, and authorized persons of Enterprise Users. We are not responsible or liable for that. These include but are not limited to:

  (i)losses, damage or liability caused by Your failure to obey rules in this Agreement or operate by instructions;

  (ii)occasions when Your Account is disabled, lost, or banned;

  (iii)losses and liability caused by the third-party payment institution account You bind, including when You use an unauthenticated third-party payment account when You use a third-party payment account other than Your own, and when Your third-party payment account is frozen, seized, etc.

  (iv)property losses caused by Your telling Your password to unauthorized third parties;

  (v)losses and liability caused by Your login or use of others’ ChatInsight account(s) or password(s);

  (vi)other conditions that cannot be attributable to Us.

• We are not liable for damages in the following cases when chatinsight Services or products fail to function properly which disables Your access to Services or causes the loss of any virtual property, files, data, etc. Such cases include but are not limited to:

  (i)losses due to Your improper operation during the notified by Us downtime for maintenance, upgrade, and adjustment of the system;

  (ii)failure of data transmission or normal service delivery due to malfunction of telecommunications or equipment;

  (iii)failure of the functioning of chatinsight Services or products is caused by Force Majeure such as typhoons, earthquakes, tsunamis, floods, power failures, wars, terrorist attacks, government regulation, etc.

  (iv)loss of Your Account or the data in Your Account, interruption or delay of service caused by hacker attacks, technical adjustment or malfunction of the telecommunications department, Website upgrade, system instability, Force Majeure (e.g. server crash), and problems of related third parties;

  (v)other conditions that cannot be attributable to Us.

• Limitation of Liability

  To the fullest extent allowed by applicable law, in no event shall SAND STUDIO or its suppliers, distributors, agents, and their respective shareholders, officers, directors, employees, or agents take the following responsibilities with respect to the Website or the Services or the subject matter of this Agreement for negligence, tort, strict liability or other legal or equitable theory

  (i)any indirect, incidental, punitive, or consequential damages of any kind whatsoever;

  (ii)data loss or cost of procurement of substitute goods or services;

  (iii)any responsibility arising out of a matter beyond Our reasonable control.

VI. Support and Upgrades

This Agreement does not entitle You to any support, upgrades, patches, enhancements, or fixes for any portion of the Services or Contents (collectively, "Support"). Whether any such Support shall be made available by Us at our sole discretion, and once made available such Support shall become part of the Services and subject to this Agreement.

VII. Privacy Policy

For rules regarding Our collection and processing of personal information, please review the current ChatInsight Privacy Policy at https://www.chatinsight.ai/legal/privacy.html, which is hereby incorporated by reference; Your acceptance of this Agreement constitutes Your acceptance and agreement to be bound by the ChatInsight Privacy Policy.

VIII. Ownership

• SAND STUDIO and/or its Licensees retain the ownership of all rights to Services or services related, which are protected by the laws of Singapore and international copyright and other intellectual property laws and international trade regulations. You acknowledge that the Services may contain unpublished information and contain valuable business secrets exclusive to SAND STUDIO and/or its licensees. SAND STUDIO and/or its licensees retain all rights in Services not explicitly granted herein. Should You violate any part of this clause, the license granted by this Agreement and Your right to use the Services would automatically terminate.
• You retain the ownership and intellectual property rights to Your Inputs, and we will not assert any rights over them. You agree to take responsible for the Inputs, ensure that you have the legal rights to provide the Inputs and ensure their legality. If You violate any part of this clause, We will notify and request you to remove relevant Inputs or we may remove such Inputs ourselves. The license granted by this Agreement and Your right to use the Services will automatically terminate in such case. Any losses or damage of any sort that may incur as a result of violating this clause are the sole responsibility of users.

IX. Confidential Information

• The receiving party agrees that all codes, invention, technology, business and financial information and other information obtained from the disclosing party constitute the confidential information of the disclosing party if they are recognized as confidential information at the time of disclosure or reasonably recognized as confidential information by the receiving party due to the nature of the information ("Confidential Information"). Notwithstanding the foregoing agreement, the technical information contained in any ChatInsight Services or products, as well as the terms and conditions of this Agreement, shall be treated as Confidential Information of SAND STUDIO without any marking or further explanation.

• Unless explicitly authorized herein, the receiving party shall warrant that it shall:

  (i)keep the aforementioned Confidential Information confidential and not disclose any confidential information to any third party(ies);

  (ii)not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement;

  (iii)the receiving party may disclose Confidential Information to its employees, agents, contractors and other personnel who have the legitimate need to know them, provided that receiving party shall be responsible for such persons’ fulfillment of the confidentiality obligations.

• The confidentiality obligation of the receiving party does not apply to the following information:

  (i)confidential Information disclosed to third parties under the written authorization of the disclosing party;

  (ii)information legally owned or known by the receiving party before it receives Confidential Information from disclosing party;

  (iii)information that is or becomes generally available to the public other than as a result of a disclosure by the receiving party in breach of the terms of this Agreement;

  (iv)information legally obtained by the receiving party from a third party and the disclosure of such information does not violate any obligation of confidentiality;

  (v)information independently developed by the receiving party without using any Confidential Information;

  If the receiving party or the person concerned is requested to disclose such Confidential Information by laws and regulations, competent judicial authorities or relevant regulatory bodies, the receiving party will notify the disclosing party in a timely manner, and the receiving party or the person concerned shall be exempted from complying with the provisions of this Agreement on Confidential Information.

• The obligations and responsibilities of each party for confidential information in this Agreement shall begin when this Agreement goes into effect, and shall remain in effect after the termination of the cooperative relationship until the confidential information becomes information in the public domain through legal means.

X. Indemnity

You will indemnify for and hold SAND STUDIO, its parent companies, subsidiaries, Affiliates, as well as officers and employees of above-mentioned companies harmless from any claim or demand made by any third party (including but not limited to all damages, liabilities, settlements, costs and attorneys’ fees) arising out of Your access to the Services, use of the Services in a manner of violating this Agreement, or the infringement by You (including when any third party uses Your Account) of any intellectual property or other right of any person or entity.

XI. Interaction with Third Parties

• The Services may contain links to third party websites, services, and/or contents (together, "Third Party Services") that are not owned or controlled by Us. When You access Third Party Services, You do so at Your own risk. You hereby represent and warrant that You have read and agree to be bound by all applicable policies of any Third Party Services relating to Your use of such services and that You will act in accordance with those policies, in addition to Your obligations under this Agreement. We have no control over, and assumes no responsibility for the contents, legality, accuracy, privacy policies, etc., or practices of or opinions expressed in any Third Party Services. In addition, We will not and cannot monitor, verify, censor or edit the contents of any Third Party Services.
• By using the Services, You expressly release and hold harmless SAND STUDIO from any and all liability arising from Your use of any Third Party Services. Your interactions with third parties, including payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are valid solely between You and such third parties.
• You should conduct whatever reviews or investigations You deem necessary or appropriate before engaging in any online or offline transaction, remote transmission, control, observation, management, assistance, sharing of data, documents or equipment with any third party. You understand and agree that We shall not be responsible or liable for any losses or damage of any sort incurred as the result of any such dealings.
• If there is a dispute between participants on this Website, or between users and any third party, You understand and agree that We are under no obligation to be involved. In the event that You have a dispute with one or more other users or third parties, You hereby release SAND STUDIO, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

XII. Termination of Agreement

• This Agreement goes into effect on the date noted in this Agreement, and expires on the date when the sales contract or service contract (or other contract of similar nature) expires or terminates.
• We may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if You breach any of the terms or conditions of this Agreement.
• Upon expiration/termination of Your Account, Your right to use the Services, access the Website, and any Contents will immediately terminate.
• The following provisions of this Agreement which, by their nature should survive termination, shall survive termination: ownership provisions, confidential provisions, warranty disclaimers, and limitation of liability.

XIII. Miscellaneous

• The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• SAND STUDIO shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Our reasonable control, including but not limited to mechanical, electronic or communications failure or degradation (including "line-noise" interference), natural disasters such as floods, earthquakes, epidemics and storms, as well as social events such as wars, unrest, government actions and so on.
• If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
• This Agreement is not assignable, transferable or sublicensable by You except with Our prior written consent. We may transfer, assign or delegate this Agreement and its rights and obligations under this Agreement without Your consent.
• No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Us in any respect whatsoever.
• Headings for each section have been included above for Your convenience, but such headings do not have any legal meaning, and may not accurately reflect the contents of the provisions they precede.
• The conclusion, entry into force, interpretation, amendment, supplement, execution, suspension, termination and dispute settlement of this Agreement shall be governed by and construed in accordance with laws of the Republic of Singapore; if there are no relevant provisions in the law, reference shall be made to commercial practices and/or industrial practices.
• The conclusion, entry into force, interpretation, amendment, supplement, execution, suspension, termination and dispute settlement of this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore; if there are no relevant provisions in the law, reference shall be made to commercial practices and/or industrial practices.
• SAND STUDIO reserves the right of final interpretation of this agreement.

XIV. Appendix to Support Services Provisions

If an end/enterprise user or end customers (the "Customers") purchase any programs of ChatInsight,

these Support Service Provisions will take effect within the Support Service period ("Support Period"), which is from the date of purchase by the Customers to the expiration date of the programs purchased by the Customers. ChatInsight reserves the right to modify all the provisions hereof.

• ChatInsight shall maintain the services using reasonable efforts consistent with current industry standards to minimize errors and interruptions in the services and shall carry out the implementation of the services in a professional and pragmatic manner. The Company further represents and warrants that the service and the Software, including use by the Customers, do not and will not infringe any U.S. patent, copyright, trademark, service mark, or other intellectual property rights of any third party. The services may be temporarily unavailable to the Company or third-party vendors for scheduled or irregular urgent maintenance, or for other reasons beyond the Company's reasonable control, but the Company shall use reasonable efforts to provide advance notice, in writing or by email, of any scheduled service interruption. However, except as otherwise provided in this Appendix, the Company does not guarantee that the services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the services.
• Urgent maintenance shall be carried out in the event of damage or other substantial adverse consequences to the ChatInsight’s system if ChatInsight determines in its sole discretion that it is necessary to prevent long-term loss of service availability. ChatInsight will endeavor to provide the Customers with advance notice of such maintenance where practical. Wherever possible, urgent maintenance is carried out to minimize potential business interruptions. Please note, however, that due to the global presence of our customers, we cannot guarantee that urgent maintenance will always be carried out within a specific time frame and that the Customers’ access to the service will not be interrupted.
• Support work order: During the Support Period, the Customers may report problem events to the Company via email or live chat on the website and are obligated to cooperate with the Company in reproducing the failure and resolving the problem events (the "Events"), including but not limited to: allowing the use of remote control to check the fault, providing relevant screenshots of the problem, error information in all detail windows, and written descriptions of specific steps, accurate time and hardware specifications of connected equipment.
• ChatInsight shall make commercially reasonable efforts to provide the Customers with support services and a Work Order number to track incident status.
• If the Customers fail to respond to the request for supplementary information or confirm the settlement of the work order within three (3) response times after ChatInsight requests or receives patches or solutions (if applicable), ChatInsight may close the work order, and no longer bear any form of responsibility.

• The support services of ChatInsight take effect in Singapore time and the Customers shall:

  (i)submit work orders (for all issues) through the management background (the "Website"),

  (ii)for issues with at least a "medium" priority, which shall be provided via email during Singapore time working hours, as described below, and

  (iii)initial response time of technical support questions: the Company shall provide responses to the correctly reported Events in accordance with the following table:

  Priority	Operations Impacts	Status Description	Initial Response Time*
  Urgent	Serious	The Customers are unable to use ChatInsight and experience sustained and measurable performance impacts (e.g., server cannot connect).	＜2 hours (During working hours)
  High	Significant	The Customers experience intermittent failures and even performance degradation with ChatInsight.	4 hours (During working hours)
  Medium	Slight	The problem does not affect the normal operation of ChatInsight and there is a viable solution.	1 working day
  Low	Minimal / None	Features, information, documentation, and teaching needs functions.	1 working day

  *Initial response time: Upon receipt of the work order, the specialist shall firstly contact the Customers via email and website to collect additional information about the case for further investigation, the working period is from 10 a.m. to 6 p.m. (Singapore time) from Monday to Friday (excluding public holidays).

• Restrictions: The ChatInsight shall not undertake the obligations specified in the abovementioned Section 6 of this Agreement based on the following circumstances:

  (i)the Company is unable to reproduce the Events reported by the Customers,

  (ii)the Company's softwares are modified (except by ChatInsight or as directed by ChatInsight),

  (iii)the Company’s softwares are not installed, used or maintained in accordance with the relevant documentation,

  (iv)the Customers’ use of hardware, software or other equipment deviates from the recommendations made by ChatInsight in the course of the troubleshooting,

  (v)the Customers do not allow the Company to access logs or perform remote troubleshooting on the affected server or component, or on any information or data contained, stored or integrated into the ChatInsight services in a timely manner as reasonably required by ChatInsight,

  (vi)any event or circumstance beyond the reasonable control of ChatInsight, including natural disasters, acts of government, war, terrorism, labor strikes or hardship, internet interruptions or failures, third-party network connection failures or service interruptions by third-party service providers,

  (vii)the Customers’ programming or modification of their Application Program Interface which will affect their ability to interact or communicate with services,

  (viii)equipment, software, or other technologies of the Customers or third parties, which are not under the main control of ChatInsight,

  (ix)the Customers use or attempt to use the services in a manner not approved or authorized by ChatInsight,

  (x)interruptions due to the Customers’negligence, errors or omissions, and

  (xi)other circumstances covered by the Service Availability, Support Services Provisions, ChatInsight User License Agreement, Privacy Policy, ChatInsight Paid Service Agreement in which Company has the right not to provide the service or is not responsible.

Contact Us

If You have any questions, complaints, or claims with respect to the Services, You may contact us.

Address: 15 SCOTTS ROAD #03-12 15 SCOTTS SINGAPORE (228218)