AFS (AI Foundry Service) Terms of Use
AFS (AI Foundry Service) Terms of Use

Version: 2024/11/20

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Foreword/RECITALS

These AFS (AI Foundry Service) Terms of Use (hereinafter referred to as "the Terms of Use") are part of the service agreement (hereinafter referred to as "the Service Agreement") between Taiwan Smart Cloud Service Co., Ltd. (hereinafter referred to as "the Company") and users/members (hereinafter referred to as "customers") regarding TWCC Taiwan AI Cloud (hereinafter referred to as "TWCC"). Unless otherwise agreed, in the event of any inconsistency between these Terms of Use and the Service Agreement, these Terms of Use shall prevail.
The AFS (AI Foundry Service) Terms of Use (hereinafter referred to as “Terms of Use”) are part of the service agreement (hereinafter referred to as “Service Agreement”) between Taiwan AI Cloud Corporation (hereinafter referred to as “Company”) and our users and members (hereinafter referred to as “Customer”) regarding Taiwan Computing Cloud (hereinafter referred to as “TWCC”). Unless agreed otherwise, in the event of any inconsistency between the Terms of Use and the Service Agreement, the Terms of Use shall prevail.

This company will update these Terms of Use on its official website from time to time (https://tws.twcc.ai/afs-terms); the rights and obligations of both parties shall be governed by the latest version of these Terms of Use at that time.
The Company will update the Terms of Use from time to time on its official website; the latest version of the Terms of Use available shall apply with respect to the rights and obligations of the parties.

• I. Definition:
• I. DEFINITIONS:

1. "Terms agreed upon by both parties" refers to all existing and future terms and conditions between the Company and its customers that have been signed and agreed upon by both parties or that have been proposed by the Company and have been expressly and implicitly agreed upon by the customers, including but not limited to these Terms of Use, Service Agreement, Membership Terms, Personal Data Collection Consent Form, the Company's Platform Service Terms, the "TWCC Taiwan AI Cloud" Platform Service Tier Agreement, Privacy and Information Security Policy, and applicable service application forms, etc.
   “Agreements” means all existing and future agreements between the Company and the Customer that have been signed by both parties or have been expressly or impliedly agreed to by the Customer after being proposed by the Company, including but not limited to the Terms of Use, the Service Agreement, the Membership Agreement, the Personal Data Collection Agreement, the Terms of Service of the TWCC Platform, the Service Level Agreement for the TWCC Platform, the Privacy and Information Security Policy, and the applicable Service Application Forms.

2. "AFS Service" refers to the AI Foundry Service (AFS) provided by our company in accordance with the service categories, service names and sales specifications detailed in the relevant service application, including services such as AFS Platform (large language model optimization service), AFS Cloud (optimized large language model hosting service), and AFS ModelSpace (native large language model hosting service), as well as the software and hardware installation and maintenance required by our company to provide these services.
   “AFS” means the AI Foundry Service, including AFS Platform (Large Language Model Fine-tuning Service), AFS Cloud (Fine-tuned Large Language Model Hosting Service), and AFS ModelSpace (Native Large Language Model Hosting Service), provided by the Company in accordance with the service types, service name, and sales specifications detailed in the relevant service application forms, as well as the software and hardware installation and maintenance required for the Company to provide these services.
   

3. "Company property" means the property owned by the Company, including but not limited to the Company's products and services.
   “"Company Property" means the property owned by the Company, including but not limited to the Company's products and services.

4. "Third-party service provider property" refers to the property owned by a third-party service provider, including but not limited to the products and services of the third-party service provider.
   “"Third Party Service Provider Property" means the property owned by a Third Party Service Provider, including but not limited to the products and services of the Third Party Service Provider.

5. "Artificial intelligence model" refers to a combination and implementation of computer programs consisting of mathematical models, parameters, and parameter weights established by machine learning methods, which conform to common understanding. It also includes, but is not limited to, modifications and alterations to models, code, computer code, parameters, and weights.
   “"AI Model" means a combination of computer programs and implementations consisting of mathematical models, parameters, and parameter weights built by machine learning, and their derivatives, including but not limited to modifications and adaptations of models, codes, machine codes, parameters, and weights, as generally recognized.

6. "AFS Supply Models" refers to various artificial intelligence models provided by the AFS service, with applications including but not limited to text, voice, and computer graphics. These models and their derivatives include, but are not limited to, the Formosa Foundation Model Series owned by our company, and legally open-source commercially viable models such as OpenLLaMA and Meta® Llama2.
   “AFS Model” means all kinds of AI Models provided by AFS, for applications including, but not limited to, texts, voices, images, etc. The models and their derivatives include, but not limited to, the Formosa Foundation Model Series and open-sourced models which are legally available for commercial use, such as the OpenLLaMa and Meta® Llama2.

7. "Customer model training data" refers to the data uploaded by customers to TWCC or transmitted to our company in other ways for the purpose of using AFS services, in order to train and produce customized models/new weight values based on the AFS-supplied models.
   “Customer Model Training Data” means the data that a customer uploads to TWCC or otherwise transmits to the Company for use of AFS to produce a Customized Model/new weight based on an AFS Model.

8. "Customer Input Data" refers to data uploaded to TWCC or transmitted to our company in other ways by customers for inference purposes using the AFS supply model or custom model.
   “Customer Input Data” means the data that a Customer uploads to TWCC or otherwise transmits to the Company for inference by an AFS Model or a Customized Model.

9. "Customer output data" refers to the output data obtained after the customer inputs customer data into the AFS supply model or customized model for inference.
   “Customer Output Data” means the output data obtained by a Customer after inputting the Customer Input Data into an AFS Model or a Customized Model for inference.

10. "Customized model" refers to a customer uploading their model training data to TWCC or otherwise transmitting it to our company in order to use the AFS service, so as to train the model based on the AFS supply model and generate new weight values based on the AFS supply model.
    “Customised Model” means a new weight based on an AFS Model resulting from a Customer's uploading Customer Model Training Data to TWCC or otherwise transmitting to the Company for training based on an AFS Model when using the AFS.

11. "Applicable Law" refers to the laws, regulations, rules, and guidelines of the country and jurisdiction in which the services provided to customers by our company are located, in accordance with the terms agreed upon by both parties.
    “Applicable Laws” means the laws and relevant regulations, rules, and guidelines issued by governmental authorities, administrative agencies or bodies regulatory of the countries and jurisdictions in which the Company provides services to a Customer in accordance with the Agreements.

• II. Services and Usage:
• II. Services and Use:

1. Scope of Service: Our company will provide AFS services in accordance with the service categories, service names and sales specifications detailed in the relevant service application form. The detailed definition of the service items in the relevant service application form shall be subject to the content of our company's product service description.
   Services: The Company will provide the AFS in accordance with the service types, service names, and sales specifications as detailed in the relevant service application forms and subject to the Company's product / service descriptions.

2. AFS service delivery method: The Company may provide AFS services in electronic form or through other means, including delivering output data to customers.
   AFS Provision: The Company may provide AFS through electronic means or through other means, including delivery of the Customer Output Data.

3. Service Maintenance: To maintain the quality of AFS services, the company may from time to time perform bug fixes, patching, updates, upgrades, or any other maintenance necessary to continue providing AFS services.
   Service Maintenance: For the quality of the AFS, the Company may perform bug fixes, patches, updates, upgrades, or any other maintenance necessary from time to time for the continued provision of the AFS.

4. Third-party service providers: Our services may include data and software from third parties. Some third-party service providers request that we incorporate their additional terms into these Terms of Use. Third-party service providers may change their additional terms from time to time, and new third-party service providers may also be added.
   Third Party Service Provider: The services of the Company may include materials and software from third parties, and some third party service providers require the Company to incorporate third party additional terms into the Terms of Use. Third party service providers may change the additional terms from time to time; new third party service providers may join.

5. Service Usage Requirements: When using AFS services, customers must meet the following requirements: (i) use the company's property and AFS services appropriately in accordance with the terms agreed upon by both parties, instructions for use and operating procedures; (ii) implement and maintain appropriate and sufficient virus or malware protection measures and backup and recovery systems; and (iii) install updates.
   Requirements for Use of Services: The Customer shall comply with the following requirements when using the AFS: (i) properly use of the Company's property and the AFS in accordance with the Agreements, instructions, and guidelines; (ii) implement and maintain appropriate and adequate virus or malware protections and backup and recovery systems; and (iii) install updates.

6. Right to use the Company's property and AFS services: Within the scope of the terms agreed upon by both parties, the customer has the following rights to the Company's property and AFS services:
   Right to Use Company Property and AFS: The Customer shall have the following rights to the Company Property and AFS within the extent provided by the Agreements:
   

(i) Right to Use Services: The Company grants the Customer a non-exclusive, non-sublicensable, and non-assignable right to access, view, and use the AFS services solely for its own business purposes, in accordance with the terms agreed upon by both parties.

(ii) Software Installation Right: Where a customer purchases a license or subscription to any of the Company's software in accordance with the terms agreed upon by both parties, the Company grants the customer a non-exclusive, non-sublicensable, and non-transferable right to install and use such software solely for their own business purposes. Any copy of such software remains the property of the Company, is bound by the terms agreed upon by both parties, and must include all copyright or other proprietary rights notices contained in the original.
Right to Install Software: In the event that the Customer purchases a license or subscription to any of the Company's software pursuant to the Agreement, the Company grants the Customer a non-exclusive, non-sublicensable, and non-assignable right to install and use such software solely for its own business purposes. Any copies of such software shall remain Company Property and subject to the Agreements, and must include all copyright or other proprietary claims contained in the original thereof.

(iii)Customized Model Usage Rights: During the service period, the customer has an exclusive, non-transferable, and non-sublicensable right to use the customized model, which is not limited to any region, based on the Formosa basic model.
Right to Use Customized Model: During the term of the services, the Customer has an exclusive, non-sublicensable, and non-assignable right to use a Customized Model which is fine-tuned based on Formosa Foundation Model Series.

7. Usage Restrictions: Customers may not use the Company's property or AFS services for any purpose beyond the use rights granted in the terms of this Agreement. Except as expressly permitted in these Terms of Use, Customers may not, either themselves or by allowing any third party to: (i) sell, license, sublicense, distribute, transmit, publish, display, store, copy, or modify the Company's property, in whole or in part, or as part of any other product, service, or material; (ii) decompile, parse, reverse engineer, reverse engineer, or otherwise perform other similar acts on the Company's property and AFS services; (iii) use custom models or customer-output data to create products or services that compete with the Company's AI optimization training and AI model inference; (iv) use the Company's property or third-party service provider property to train any AI or machine learning algorithm or software, or create any derivative thereof; (v) infringe, abuse, or otherwise impede any intellectual property rights or other rights of any person in any way or for any purpose, or violate any applicable law; or (vi) allow any third party to access or use the Company's property or AFS services in any way.
   Restrictions: The Customer shall not use the Company Property or the AFS for any purposes beyond that granted in the Terms of Use. Except as otherwise expressly permitted in the Terms of Use, the Customer shall not itself or permit third parties to: (i) sell, license, sublicense, distribute, transmit, publish, display, store, reproduce, or modify the Company Property, in whole or in part, or as an component of any other products, services, or materials; (ii) decompile, parse, reverse compile, reverse engineer, or do any other similar acts with respect to the Company Property and the AFS; (iii) use a Customized Model or Customer Output Data to build an AI optimization training or AI model inference product or service that competes with the Company; (iv) use the Company Property or the Third Party Service Provider Property to train any AI or machine learning algorithms or software, or create any derivative thereof; (v) infringe, misuse, or otherwise interfere with any intellectual property or other rights of any person in any manner or for any purpose, or violate any Applicable Laws; or (vi) permit any third party to access or use the Company Property or the AFS in any manner.

8. Customer Data Provision: Customers shall have legal rights to the data they provide (including but not limited to customer model training data and customer input data) so that the Company may provide AFS services in accordance with these Terms of Use without restriction and without infringing any third party’s intellectual property rights, trade secrets, personal data or other legal rights.
   Provision of Customer Data: Customer shall have the legal right to provide data (including, but not limited to, Customer Model Training Data and Customer Input Data) to enable the Company to perform the AFS in accordance with the Terms of Use without restriction or infringement on any third party's intellectual property rights, commercial secrets, personal data, or other legal interests.

9. Service Provision Relationship: Our company and the client are independent legal entities. Apart from the rights and obligations arising under these Terms of Use, neither party, nor their respective employees, managers, directors, representatives, or subcontractors, shall have the right to act as agents for each other or to enter into an employment relationship, agency relationship, partnership relationship, or other similar cooperative relationship.
   Service Provision: The Company and the Customer are independent entities. Except for the rights and obligations under the Terms of Use, the parties and their respective employees, managers, directors, representatives, and subcontractors are not authorized to act on behalf of the other party or to enter into employment, commission, partnership, or other similar cooperative relationships between each of them.

10. No advice provided: AFS services do not provide financial, tax and accounting, legal, or other professional advice. Clients are solely responsible for any interpretations or decisions made based on the information they provide. Clients agree to be solely responsible for any documents, data, content, decisions, or actions created or generated as a result of their use of AFS services in the foregoing.
    No Advice: The AFS does not provide financial, tax and accounting, legal advice, or any other professional advice. Any interpretation or decision made by the Customer based on the Customer Output Data shall be at the sole responsibility of the Customer. The Customer agrees that any documents, data, content, decisions, or actions taken as a result of using the AFS in connection with the foregoing are at the sole liability of Customer.

• III. Intellectual Property Rights:
• III. INTELLECTUAL PROPERTY RIGHTS:

1. Reservation of Rights: Prior to the signing of these Terms of Use and the provision of AFS services by our company and the client, all existing technologies, data, and any patents, copyrights, trade secrets, and other intellectual property rights that may arise from them remain with their respective owners. Our company and the client each retain all rights not expressly granted to any other party in these terms. Except for the rights and licenses expressly granted in these terms, no clause, by implication, waiver, estoppel, or otherwise, grants any other party ownership, license, or other rights to any intellectual property.
   Reservation of Rights: All technologies, data, patents, copyrights, trade secrets, and other intellectual property rights that existed, prior to the signing of the Terms of Use by the Company and the Customer and the provision of the AFS, shall belong to their respective owners. Each of the Company and the Customer retains all rights not expressly granted to the other party under the Agreements. Except for the rights and licenses expressly granted in the Agreements, no term grants any ownerships, licenses, or other rights in any intellectual property to the other party by implication, waiver, estoppel, or otherwise.

2. All Rights: The client expressly understands and agrees that, apart from the client-provided data, to the extent permitted by applicable law, all data, information, models, weights, technologies, inventions, designs, models, or other intellectual property rights conceived, discovered, implemented, developed, manufactured, or generated by the company in the process of providing AFS services belong to the company. The client expressly understands and agrees that the customized model and its new weights produced by training the client's model based on the AFS-supplied model using the client's model training data are solely the property of the client.Terms of Use, Part TwoThe provisions regarding the right to use the company's property and AFS services do not imply any other rights or interests.
   Ownership: The Customer expressly acknowledges and agrees that any data, information, models, weights, technologies, inventions, designs, utility models, or other intellectual property rights conceived, discovered, implemented, developed, manufactured, or generated by the Company in the course of providing the AFS, other than the Customer Output Data, are owned by the Company to the extent permitted by Applicable Laws. Customer expressly acknowledges and agrees that the Customer shall have no right or interest in a Customized Model and its new weights resulting from the training by the Customer Model Training Data based on a AFS Model, except for the right to use the Company Property and the AFS as provided in Section II. 6. of the Terms of Use.

• IV. Confidentiality:
• IV. CONFIDENTIALITY:

1. Confidential Information: refers to customer model training data and customer input data disclosed or transmitted by the customer to our company, as well as information disclosed or transmitted to the customer by our company in order to provide AFS services, in accordance with the terms and conditions agreed upon by both parties. Confidential Information does not include the following: (i) information that was generally available to the public when disclosed to the recipient in accordance with the terms and conditions agreed upon by both parties; (ii) information that became generally available to the public after disclosure by means other than the recipient's breach of the terms and conditions agreed upon by both parties; or (iii) information that was subsequently disclosed to the recipient by a person other than the disclosing party who has no obligation of confidentiality, in a lawful manner.
   Confidential Information: means Customer Model Training Data, Customer Input Data, and information disclosed or transmitted by the Customer to the Company, the Agreements, and information disclosed or transmitted by the Company to the Customer for the provision of the AFS. (iii) is disclosed to the recipient in a lawful manner by a person other than the disclosing party who is not under the confidentiality obligation hereof.

2. Confidentiality Obligation: The recipient of Confidential Information shall keep it confidential and shall not disclose it to any third party or use it for any purpose other than those specified in these Terms of Use. The Company and its clients shall treat Confidential Information with at least the same procedures and level of care as they would with any other Confidential Information of equal importance, and no less than the level of reasonable care. If the Confidential Information received by the recipient is misused or disclosed, the recipient shall immediately notify the other party in writing and assist the other party in seeking remedies for such misuse and disclosure.
   Confidentiality Obligation: The recipient of Confidential Information shall keep the Confidential Information confidential and shall not disclose it to third parties or use it for purposes other than those set forth in the Terms of Use. The Company and the Customer shall use at least the same procedures and diligence for the Confidential Information as they use to protect other confidential information of the same importance, and not less than reasonable due diligence. If Confidential Information received by a recipient of Confidential Information is misused or disclosed, the recipient shall immediately notify the other party in writing and assist the other party in the remediation of such misuse or disclosure.

3. Data Usage and Training Restrictions: AFS services strictly limit the data provided by clients to them.(Including but not limited to customer model training data and customer input data)The basis for processing this request is solely for immediate processing purposes.Upon completion of the output, the data will be properly retained or deleted in accordance with these terms and privacy policy.The data will not be used for any purpose of training, strengthening, fine-tuning or optimizing the language model.Our company will not, without the express consent of the customer,Reuse any customer data for database, model development, or third-party purposes.
   Data Usage and Training Restrictions: AFS service strictly uses the data provided by the customer (including, but not limited to, Customer Model Training Data and Customer Input Data) solely for the purpose of processing the specific request. Such data is used only for real-time processing and will be properly retained or deleted in accordance with these Terms and the Privacy Policy upon completion of the output. The data will not be used for any training, reinforcement, fine-tuning, or optimization of language models. The Company will not reuse any customer data for database building, model development, or third-party purposes without the customer's explicit consent.

4. Mandatory Disclosure: If the recipient of the confidential information, or its affiliates or representatives, is required by applicable law or by an administrative authority, court, or other competent government agency (including oral questioning, legal process data or document requirements, subpoenas, civil investigation requests, or other similar procedures) to disclose the other party's confidential information, the recipient shall, to the fullest extent permitted by applicable law, promptly and in writing notify the other party of such requirement or requirement, so that the other party has sufficient time to apply for a protection order or other appropriate remedies and to waive compliance with these Terms of Use.
   Mandatory Disclosure: If the recipient of Confidential Information or its affiliates or representatives are required by Applicable Laws, or by an administrative agency, court, or other governmental of competent jurisdiction (including oral inquiries, requests for information or documents in legal proceedings, subpoenas, civil investigative demands, or other similar proceedings) to disclose Confidential Information of the other party, the recipient shall notify the other party in writing of such request or requirement in a timely manner and to the extent permitted by Applicable Laws, to allow the other party to have sufficient time to seek a protective order or other appropriate relief and to waive compliance with the provisions of the Terms of Use.

5. Third-party contract: Before disclosing the confidential information of another party to a third party, the recipient of the confidential information must, to the extent permitted by applicable law, require the third party to sign a confidentiality agreement provided by the other party.
   Third Party Agreement: Before the recipient of Confidential Information discloses the other party's Confidential Information to a third party, the recipient shall, to the extent permitted by Applicable Laws, require the third party to sign a confidentiality agreement provided by the other party.

6. Information Ownership: The Company and the Client agree that all confidential information received is now and will remain the property of the disclosing party. It may not be copied or reproduced without the express permission of the disclosing party, except to the extent reasonably necessary to achieve the purpose of the terms agreed upon by both parties and to provide AFS services. Upon the written request of the disclosing party, the other party shall immediately cease using all the disclosing party's confidential information and, at the disclosing party's choice, destroy or return all of the confidential information in print and electronic form and any derivative works therefrom (including all print translations, revisions, compilations, abridgements, or other rewrites, alterations, or adaptations of the confidential information) in its possession, and delete all its online electronic copies. However, the receiving party may retain one copy for archival purposes, solely for use in the event of a dispute arising from the terms agreed upon by both parties.
   Ownership of Information: The Company and the Customer agree that all Confidential Information received is and will remain the property of the disclosing party and may not be copied or reproduced without the express permission of the disclosing party, except to the extent reasonably necessary to achieve the purposes of the Agreements and to provide the AFS. Upon written request of the disclosing party, the other party shall immediately cease all use of the disclosing party's Confidential Information and, at the option of the disclosing party, destroy or return to the disclosing party all paper and electronic copies of the Confidential Information and any derivative works thereof (including all paper transcriptions, revisions, compilations, abridged versions, or other rewritten, altered, or adapted versions of the Confidential Information), and delete all online electronic copies thereof, provided that the recipient may retain one copy for archival purpose only in the event of a dispute between the parties regarding the Agreements.

7. Continued Confidentiality Obligation: This Agreement shall remain in effect upon the expiration or termination of the Service Period, and both parties shall abide by the confidentiality obligations under this Agreement until 5 years after the termination of the Service or until the confidential information has been disclosed or is known to the general public without the action or inaction of the recipient (whichever is shorter).
   Continuity of Confidentiality Obligation: This Section shall survive the expiration or termination of the services, and the parties shall abide by the confidentiality of obligations of this Section until five years after the termination of the services or until such time as the Confidential Information becomes public or becomes generally available to the public through no act or omission of the recipient, whichever is shorter.

• V. Representations and Warranties:
• V. REPRESENTATION AND WARRANTY:

Except as expressly agreed by both parties, to the extent permitted by applicable law, the Company makes no warranties of any kind, whether express, implied, statutory or otherwise, regarding the AFS service, including but not limited to warranties of quality, correctness, accuracy, continuity and stability or fitness for a particular purpose.
Except as expressly provided in the Agreements, the Company disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the AFS to the extent permitted by Applicable Laws, including but not limited to warranties of quality, correctness, accuracy, continuity and stability of the AFS, or as appropriate for a particular purpose.

• VI. Company Liability and Limitations of Liability:
• VI. LIABILITY AND LIMITATION OF LIABILITY OF THE COMPANY:

1. AFS Service Provision Standards: When providing AFS services, our company shall exercise due diligence and comply with the applicable laws governing all or part of the services. Except as specifically specified in the terms agreed upon by both parties or as described in our company's official website announcements, the AFS services provided by our company shall be provided "as is".
   Standard of AFS Provision: The Company shall provide the AFS with due diligence and in compliance with Applicable Laws for all or part of the services. AFS are provided on an “as is” basis except as specifically stated in the Agreements or as described in a posting on the Company's official website.

2. Disclaimer of Liability: Under no circumstances shall the Company be liable to the Customer for any damage or loss suffered by the Customer as a result of the Company's provision of services or use of customized models in accordance with these Terms of Use, except where such damage or loss is caused by the Company's gross negligence or willful conduct.
   Waiver of Liability: In no event shall the Company be liable to the Customer for any damage or loss suffered by the Customer as a result of the services provided by the Company or the use of a Customized Model in accordance with the Terms of Use, except that such damage or loss is caused by a gross negligence or willful act of the Company.

3. Limitation of Liability: Our liability for providing AFS services shall not exceed the total service fee paid by the customer to us in accordance with the AFS service application form within six months prior to the request, except for damages arising from our intentional or negligent breach of applicable law. This limitation of liability applies to the aggregate liability of our company in connection with or arising out of these Terms of Use, including but not limited to liability for breach of these Terms of Use, breach of representations or warranties, liability arising from intentional or negligent breach, strict liability, or tort.
   Limitation of Liability: The liability of the Company for the provision of the AFS shall not exceed the total service fee paid by the Customer to the Company in accordance with the relevant service application forms for the AFS six months prior to the date of request, except for damages arising from a willful or negligent violation of Applicable Laws by the Company. This limitation of liability shall apply to the aggregate of any liability of the Company arising out of or in connection with the Terms of Use, including, without limitation, liability for breach of the Terms of Use, breach of representation or warranty, intentional or negligent act, no-fault liability, or tort.

• VII. Service Period and Termination:
• VII. TERM AND TERMINATION:

1. Service Period: The service period and any renewal period, as set out in the terms agreed by both parties and the applicable service application form.
   Term: The term of the services and any renewal thereof are as set forth in the Agreements and applicable service application forms.

2. Suspension or Restriction of Service and Termination of Service: The Company may suspend or restrict service immediately upon receiving a notice from a customer regarding some or all of its AFS services in the following circumstances: (i) at the request of an administrative authority, court, or other competent government agency; (ii) the customer is bankrupt or may be bankrupt for reasonable reasons; (iii) the customer breaches the terms of the agreement between the parties; or (iv) the customer's use of AFS services infringes upon the rights of a third party or violates applicable law. The Company's notice will specify the reason for the suspension or restriction of service. If the reason can be reasonably remedied, the Company will inform the customer of the necessary steps to restore service. If the customer fails to remedy the reason within 30 days of receiving the notice of suspension or restriction of service, the Company may issue a notice of termination of service to immediately terminate the service.
   Suspension or Restriction and Termination of Service: The Company may immediately suspend or restrict Customer's use of some or all of the AFS by notice of suspension or restriction of service if: (i) requested by an administrative authority, court, or other governmental agency of competent jurisdiction; (ii) the Customer has become insolvent or is reasonably likely to become insolvent; (iii) the Customer has breached the Agreements; or (iv) the Customer's use of the AFS violates the rights of a third party or Applicable Laws. The notice from the Company will specify the reason for the suspension or restriction and, if such reason can be reasonably remedied, the Company will advise the Customer of the steps that must be taken to reinstate the service. If the Customer fails to remedy the reason for the suspension or limitation of service within 30 days of receipt of the notice, the Company may immediately terminate the service by providing a notice of termination.

3. Effectiveness of Termination: Unless otherwise agreed between the Company and the Customer, all authorizations and rights granted under these Terms of Use shall terminate immediately upon the expiration or termination of the service period, and the Customer shall be required to uninstall or destroy any of the Company's property held by the Customer. Furthermore, upon expiration or termination, upon the Customer's request, the Company may, as appropriate, return or destroy the Customer's confidential information, unless otherwise required by applicable law. Termination of the service will not (i) release the Customer from any service fees owed to the Company up to and including the termination date; (ii) affect any other rights and obligations already in effect; or (iii) any portion of these Terms of Use that, by its nature or expressly, is required to remain in effect upon termination.
   Effect of Termination: Unless otherwise agreed between the Company and the Customer, all licenses and rights granted under the Terms of Use shall terminate immediately upon expiration or termination of the services, and the Customer must unload or destroy any Company Property in the Customer's possession. Upon the expiration or termination of the services, the Company will, at the request of the Customer, return or destroy the Customer's Confidential Information, unless otherwise required by Applicable Laws. Termination of the services will not (i) relieve the Customer of any fees owed to the Company for the services up to and including the date of termination; (ii) affect other rights and obligations already incurred; or (iii) affect the parts of the Terms of Use which, by their nature or as expressly provided, shall survive termination.

• VIII. Compensation: 
• VIII. Indemnification:

1. Avoidance of Damages: The Company and the Client shall ensure that the other party is not liable for any loss, damage, or expense (including reasonable attorney's fees and costs) arising out of: (i) intentional or negligent acts or omissions in the performance of the terms agreed upon by both parties; (ii) misrepresentation or breach of these Terms of Use; or (iii) patent infringement, copyright infringement, trademark infringement, trade secret infringement, personal data infringement, ownership disputes, or misappropriation disputes arising from the possession or use of information or goods delivered by the other party. However, the Company shall not be liable for disputes arising from client-provided client model training materials or client-input data. These Terms shall remain in effect upon the expiration or termination of the service period.
   Avoidance of Damage: The Company and the Customer shall indemnify the other party against any liability, loss, damage, or expense (including reasonable attorneys' fees and costs) arising from: (i) willful or negligent acts or omissions in the performance of the Agreements; (ii) misrepresentation or breach of the Terms of Use; or (iii) infringement of patent, copyright, trademark, trade secret, personal data, or ownership or misappropriation arising out of the possession or use of information or data provided or delivered by the other party, while the Company shall not be liable for such infringement or dispute arising out of the provision by the Customer of the Customer Model Training Data or Customer Input Data. This Clause shall survive the expiration or termination of the services.

2. Damages: Customers shall hold the Company harmless from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and costs) arising out of or relating to the Customer’s use of AFS services in violation of these Terms of Use or applicable law, or the Company may seek indemnification from the Customer.
   Indemnification: The Customer shall indemnify the Company against any liability, loss, damage, or expense (including reasonable attorneys' fees and costs) arising out of or in connection with the Customer's use of the AFS in violation of the Terms of Use or Applicable Laws, failing which the Company may seek indemnification from the Customer.

• IX. General Terms and Conditions: 
• IX. MISCELLANEOUS

1. Severability of Contract: If any provision of these Terms of Use is held to be invalid, illegal or unenforceable for any reason: (i) it shall not affect or impair the validity, legality or enforceability of the remaining provisions of these Terms of Use; and (ii) to the fullest extent possible, these Terms of Use shall be interpreted to give effect to the true meaning of the provision held to be invalid, illegal or unenforceable.
   Severability: If any clause of the Terms of Use is held to be invalid, illegal, or unenforceable for any reason: (i) it shall not affect or impair the validity, legality, and enforceability of the remaining clauses of the Terms of Use; and (ii) to the greatest extent, the clauses of the Terms of Use shall be construed to give effect to the true meaning of the clause held to be invalid, illegal, or unenforceable.

2. Amendment: If the Company and the Customer agree in writing that any additional written agreement, section or certificate is necessary, appropriate or suitable to promote the purpose of the terms agreed by both parties, clarify the intentions of both parties, or add to or modify the commitments, terms or conditions contained in these Terms of Use, these Terms of Use may be amended or supplemented by such additional written agreement, section or certificate.
   Amendment: The Terms of Use may be amended or supplemented by any additional written agreement, section, or certification if the Company and the Customer agree in writing that such additional written agreement, section, or certification is necessary, appropriate, or desirable to further the purposes of the Terms of Use, to clarify the intent of the parties, or to add to or modify the commitments, terms, or conditions contained in the Terms of Use.

3. Assignment: Neither the Company nor the Customer may assign any rights or responsibilities under these Terms of Use without the prior written consent of the other party. Any assignment in violation of this Terms of Use shall be invalid.
   Assignment: Neither the Company nor the Customer may assign its rights or obligations under the Terms of Use without the prior written consent of the other party, and any assignment in violation of this clause shall be null and void.

4. Force Majeure: Neither the Company nor the Client shall be liable to the other for the duration or extent of any failure or delay in performing their obligations under these Terms of Use due to causes beyond their reasonable control, including natural disasters, war, riots, nationwide industrial strikes, fires, earthquakes, storms, or infectious diseases. The affected party shall immediately notify the other party in writing of the cause of the delay or failure to perform. If the force majeure event continues to affect one party for more than one year, the other party may terminate these Terms of Use, effective from the date of its written notice.
   Force Majeure: The Company and the Customer shall not be liable to each other for any failure or delay in the performance of its obligations under the Terms of Use due to causes beyond its reasonable control, including acts of God, wars, riots, national industrial strikes, fires, earthquakes, storms, or infectious diseases, for the period and extent of such failure or delay, provided that the party affected by force majeure shall promptly notify the other party in writing of the reasons for such delay or failure. If the force majeure event continues to affect a party for more than one year, the other party may terminate the Terms of Use effective from the time such written notice of termination is sent.

5. Notice: Notices issued by the Company in accordance with these Terms of Use will be processed in accordance with the contact information registered by the customer and the terms agreed upon by both parties.
   Notice: The Company shall provide notice in accordance with the Terms of Use through the contact information provided by the Customer and in the manner specified under the Agreements.

6. Applicable Law: Both parties agree that the application and interpretation of these Terms of Use shall be governed by the laws of the Republic of China.
   Governing Law: Both parties agree that the application and interpretation of the Terms of Use shall be governed by the laws of the Republic of China (Taiwan).

7. Dispute Resolution: The parties shall first endeavor to resolve any disagreement or dispute relating to or arising out of these Terms of Use through amicable negotiation. If the parties are unable to reach a consensus on such disagreement or dispute, their respective representatives authorized to handle such disputes shall negotiate in good faith to resolve any dispute or claim relating to these Terms of Use. If the dispute cannot be resolved amicably within 30 calendar days, it shall be submitted to the Taipei District Court of Taiwan, which shall have exclusive jurisdiction over it.
   Dispute Resolution: The parties shall first endeavor to resolve any disagreement or dispute relating to or arising out of the Terms of Use by amicable negotiation. If the parties are unable to reach agreement on such disagreement or dispute, the parties shall consult with their representatives who are authorized to handle the dispute in order to resolve the dispute or claim relating to the Terms of Use in good faith.

8. In the event of any discrepancy or conflict between the Chinese and English versions of these Terms of Use, the Chinese version shall prevail.
   In the event of any discrepancy or conflict between the English version and Chinese version of the Terms of Use, the Chinese version shall prevail.