Terms of UseThese Terms of Service (together, the "Agreement") are entered into by Gata Technology Limited ("Gata") and the entity or person agreeing to these terms ("User") and govern User's access to and use of the Services.By accessing or using the services provided by Gata, User agrees to abide by these Terms of Service. If User does not agree with any part of these terms, User may not use our services.
1. Provision of the Services1.1 The ServicesGata provides Data Aggregation Service, Computing Service, Training Data Service, etc (“the Services”). These services are subject to these Terms of Service.1.2 Services UseDuring the Term, Gata will provide the Services in accordance with the Agreement, and User may use the Services in accordance with the Agreement.1.3 AccountsUser must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Gata has no obligation to provide multiple accounts to User.1.4 Modifications(a) To the Services. Gata may make commercially reasonable updates to the Services from time to time. Gata will inform User if Gata makes a material change to the Services that has a material impact on User's use of the Services provided that User has subscribed with Gata to be informed about such change.(b) To the Agreement. Gata may make changes to this Agreement from time to time. Unless otherwise noted by Gata, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality, or are required by applicable law, in which case they will be effective immediately.(c) Discontinuation of Services. Gata will notify User at least 12 months before discontinuing any Service (or associated material functionality) unless Gata replaces such discontinued Service or functionality with a materially similar Service or functionality.
2. User Obligations2.1 ComplianceUser will (a) ensure that Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Gata of any unauthorized use of, or access to, the Services, Account, or User's password of which User becomes aware.2.2 PrivacyUser is responsible for any consents and notices required to permit (a) User's use and receipt of the Services and (b) Gata's accessing, storing, and processing of data provided by User (including User Data, if applicable) under the Agreement.2.3 RestrictionsUser will not, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services for any Prohibited activities. Prohibited activities include: (i) Malicious Use: Using any services for activities that are intended to harm, compromise, or disrupt the services, including deploying malicious algorithms or code; (ii) Unauthorized Access: Attempting to access, modify, or interfere with data, algorithms, or systems without proper authorization; (iii) Data Tampering: Intentionally altering or manipulating data processed by the Services in a way that is unauthorized or deceptive; (iv) Hacking Attempts: Engaging in any form of hacking, penetration testing, or other activities that attempt to exploit vulnerabilities; (v) Illegal Content: Uploading, storing, or processing content that violates local, national, or international laws or regulations, including but not limited to content that is obscene, defamatory, or infringing on intellectual property rights; (vi) Reverse Engineering: Attempting to reverse engineer, decompile, or disassemble any part of the Services or associated software; (vii) Abuse of Resources: Engaging in activities that excessively consume resources, leading to degradation of service quality for other users. This includes resource-intensive algorithms that impact overall system performance; (viii) Unauthorized Distribution: Distributing, sharing, or making available any part of the Services, including algorithms, models, or data, without explicit authorization; (ix) Inappropriate Use of AI Models: Using AI models for applications that are ethically or legally questionable, such as deepfakes for malicious purposes or generating content that promotes hate speech; (x) Violations of Privacy: Engaging in activities that violate the privacy rights of individuals, including unauthorized data collection, surveillance, or analysis; (xi) Impersonation: Falsely representing oneself or attempting to impersonate another user or entity; (xii) Unethical Use: Using the Services for activities that are generally considered unethical or socially irresponsible; (xiii) Non-Compliance with Terms: Failure to comply with the terms of service.
3. Suspension3.1 SuspensionGata may immediately Suspend all or part of User's use of the Services if (a) Gata reasonably believes Suspension is needed to protect the Services, Gata’s infrastructure supporting the Services, or any other User of the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Gata reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) User is in breach of Section 3.3 (Restrictions) or the Service Specific Terms. Gata will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At User's request, Gata will, unless prohibited by applicable law, notify User of the basis for the Suspension as soon as is reasonably possible.
4. Intellectual Property Rights; Protection of User Data; Feedback4.1 Intellectual Property RightsExcept as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, User retains all Intellectual Property Rights in User Data and User Applications, and Gata retains all Intellectual Property Rights in the Services and Software.4.2 Use of User DataGata's privacy policy governs the collection, use, and disclosure of User’s personal information and data. By using the Services, User consents to the terms of Gata's privacy policy.4.3 Protection of User DataGata has implemented and will maintain technical, organizational, and physical measures to protect User Data. However, Users are responsible for maintaining the security of their accounts.4.4 User FeedbackAt its option, User may provide feedback or suggestions about the Services to Gata ("Feedback"). If User provides Feedback, then Gata and its Affiliates may use that Feedback without restriction and without obligation to User. 5. Confidential Information5.1 ObligationsThe recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.5.2 Required DisclosureNotwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
6. Term and Termination6.1 Agreement TermThe term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 6 (Term and Termination).6.2 Termination for BreachTo the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.6.3 Termination for ConvenienceUser may stop using the Services at any time. Upon termination, User must cease use of the applicable Services. Gata may terminate this Agreement for its convenience at any time with 30 days' prior written notice to User.6.4 Termination Due to Applicable LawViolation of Laws. Gata may terminate this Agreement immediately on written notice if Gata reasonably believes that (a) continued provision of any Service used by User would violate applicable law(s) or (b) User has violated or caused Gata to violate any Anti-Bribery Laws or Export Control Laws.6.5 Effect of TerminationIf the Agreement is terminated, then all rights and access to the Services will terminate (including access to User Data, if applicable), unless otherwise described in this Agreement.
7. Representations and WarrantiesEach party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
8. DisclaimerExcept as expressly provided for in the Agreement, Gata does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.
9. Limitation of Liability9.1 Limitation on Indirect LiabilityTo the extent permitted by applicable law and subject to Section 9.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.9.2 Limitation on Amount of LiabilityGata's total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $2000.9.3 Unlimited LiabilitiesNothing in the Agreement excludes or limits either party's Liability for:(a) its fraud or fraudulent misrepresentation;(b) its obligations under Section 11 (Indemnification);(c) its infringement of the other party's Intellectual Property Rights;(d) its payment obligations under the Agreement; or(e) matters for which liability cannot be excluded or limited under applicable law.
10. Indemnification10.1 Company Indemnification ObligationsGata will defend User and its Affiliates using the Services under User’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Gata Brand Feature, in each case used in accordance with the Agreement, infringes the third party's Intellectual Property Rights.10.2 User Indemnification ObligationsUser will defend Gata and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any User Application, Project, User Data, or User Brand Features; or (b) User's or an End User's use of the Services in breach of the AUP or Section 2.3 (Restrictions).10.3 ExclusionsSections 10.1 (Gata Indemnification Obligations) and 10.2 (User Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the Agreement, (b) a combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, and (c) in the case of Gata or any of its Affiliates as the indemnifying party, any Services provided to User free of charge.10.4 ConditionsSections 10.1 (Gata Indemnification Obligations) and 10.2 (User Indemnification Obligations) are conditioned on the following:(a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 10.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 10.1 (Gata Indemnification Obligations) or 10.2 (User Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.(b) Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.10.5 Remedies(a) If Gata reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Gata may, at its sole option and expense (i) procure the right for User to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.(b) If Gata does not believe the remedies in Section 10.5(a) are commercially reasonable, then Gata may Suspend or terminate User's use of the impacted Services.10.6 Sole Rights and ObligationsWithout affecting either party's termination rights and to the extent permitted by applicable law, this Section 10 (Indemnification) states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 10 (Indemnification).
11. Miscellaneous11.1 NoticesUnder the Agreement, notices to User must be sent to the Notification Email Address and notices to Gata must be sent to hi@gata.xyz. Notice will be treated as received when the email is sent. User is responsible for keeping its Notification Email Address current throughout the Term.11.2 EmailsThe parties may use emails to satisfy written approval and consent requirements under the Agreement.11.3 AssignmentNeither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.11.4 Change of ControlIf a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.11.5 Force MajeureNeither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.11.6 SubcontractingGata may subcontract obligations under the Agreement but will remain liable to User for any subcontracted obligations.11.7 No AgencyThis Agreement does not create any agency, partnership, or joint venture between the parties.11.8 No WaiverNeither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.11.9 SeverabilityIf any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.11.10 No Third-Party BeneficiariesThis Agreement does not confer any benefits on any third party unless it expressly states that it does.11.11 Equitable ReliefNothing in this Agreement will limit either party's ability to seek equitable relief.11.12 Governing LawAll claims arising out of or relating to the Agreement will be governed by laws of the Republic of China.11.13 Dispute ResolutionAny disputes arising from these Terms of Service will be resolved through Taipei District Court Arbitration in accordance with corporation law of R.O.C.11.14 Entire AgreementThis Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.11.15 HeadersHeadings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.11.16 Conflicting LanguagesIf this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
