Terms

Last modified and effective as of Jan 1^st, 2022

Welcome to Usee as a web-based application provided by FPT Software Japan Company Limited.

PLEASE READ THIS TOU OF USE (“ToU”) CAREFULLY. THE TOU FORM A LEGAL AGREEMENT BETWEEN YOU AND FPT SOFTWARE JAPAN COMPANY LIMITED FOR AND ON BEHALF OF ITS AFFILIATES (“FSOFT”). BY ACTIVATING, ACCEPTING, ACCESSING OR USING THE SERVICE AND RELATED WEBSITES (COLLECTIVELY, THE “SERVICE“) PROVIDED TO YOU BY FSOFT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TOU. IF YOU ARE ACCEPTING THE TOU ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THE TOU. IF YOU DO NOT AGREE TO ALL OF THE TOU, DO NOT ACCESS, OR USE THE SERVICE.

The ToU govern your access to and use of the Services provided by the FSOFT.

At its own discretion, FSOFT will add, amend, modify, supplement, or restate the ToU from time to time, and the ToU as in force are always published on FSOFT website: https://www.usee.ai/?lang=en. The continued use of the Service after such changes have been posted shall constitute your acceptance of such revised ToU.

I. DEFINITION

Affiliate means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an affiliate if that interest is maintained.

Account means the registration account with FSOFT for accessing the Service.

Content means all text, information, data, images, audio or video material, in whatever medium or form, inputted by you for the purpose of using the Site and/or the Service.

Definitive Agreement means the definitive agreement executed by you and FSOFT in relation to the Service.

Effective Date means the date that you visit, utilize the Site and/or the Service.

Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Security Event means

• any unauthorized third-party access to the Site and/or the Service; or
• any use of the Service by you that has the potential to materially impact the Site and/or the

Service: service provided by the Supplier to the Customer under this ToU, as more particularly described in the Definitive Agreement, including:

• Usee Data Science Studio and
• such other services as FSOFT may decide, at its discretion, to integrate into the Site from time to time.

Site means the website and relevant infrastructure platform of FSOFT on which the Service is constructed and provided.

Service Fees means the subscription fees payable by you to FSOFT for using the Service, as set out in the Definitive Agreement.

Service Term means the initial or renewal period you may utilize the Service as set out in the Definitive Agreement.

II. ACCOUNT AND SECURITY

1. As a prerequisite of entering into the Definitive Agreement regarding a specific Service, you must register for an Account by selecting a unique user identification and password, and by providing certain information. You hereby agree to:
   • keep password confidential and use only Account and password when logging in;
   • ensure that you log out from your Account at the end of each session on the Site;
   • immediately notify FSOFT of any unauthorized use of your Account; and
   • ensure that your Account information is accurate and up-to-date.
2. FSOFT may verify your e-mail address by sending an activation link in e-mail to you. In this case, you must activate their registration through this link. You represent and warrant that you specify a valid e-mail address that will be reachable and active. If you become unreachable through the main contact details for longer than 30 calendar days, FSOFT may terminate the Service that you have used in progress with immediate effect, without refunding any of the Service Fees and erase your Account with and/or without any backup Content, without further notice.
3. You are fully responsible for all activities that occur under your Account and Content even if such activities or uses were not committed by you. FSOFT will not be liable for any loss or damage arising from unauthorized use of your password or your failure to comply with the ToU.
4. Notwithstanding any other provision in the ToU, if there is a Security Event, FSOFT may, without liability or prejudice to its other rights and without prior notice to you, remove the relevant your Content and disable your Account until the relevant Security Event has been resolved. FSOFT shall give a written notice as soon as is reasonably practicable of the nature of the relevant Security Event.

III. SERVICES

5. Subject to the Definitive Agreement, the FSOFT shall, during the Service Term, provide the Service of accessing Usee Data Science Studio.
6. FSOFT may at its own discretion develop additional products, utilities and offerings or functionality of the Site or discontinue maintaining the Site and/or provision of any of the Service. In the event FSOFT adds new products, utilities and offerings or makes additional functionality available through the Site, and the ToU, shall be fully applicable to such new products, utilities and offerings or additional functionality of the Site.

IV. USE OF THE SITE AND THE SERVICE

7. 7. You undertake to use the Site and/or the Service in a manner consistent with their purpose and functionality within the user interface provided by FSOFT. You shall not misuse the Site and/or the Service to cause any harm, damage, losses or interference for FSOFT, any third parties, as well as operation of the Site and/or provision of the Service. In particular, under no circumstance you shall use the Site or the Service to:
      • upload, post, create, transmit or otherwise make available any content that is illegal, harmful, slanderous, unethical, defamatory, harassing, threatening or infringing upon another’s intellectual property, rights privacy or publicity, incites hatred, bigotry, racial, ethnic, sexual, religious or social discrimination or is insulting to any persons, groups and/or entities;
      • attempt to access the Site or the Service in a way other than through interface and instructions provided by FSOFT;
      • impersonate any person, representative of a legal entity and/or any organization without authorization, and misrepresent the source of any information;
      • make available any materials containing viruses, worms, Trojan horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
      • take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Site, Service or networks connected to the Service;
      • make available any content which is false, misleading and/or promoting illegal activities;
      • collect and store personal data, private and personally identifiable information without express consent and authorization of the holder;
      • make available content in violation of any other provisions hereof or applicable laws and regulations; and
      • assist to any person to perform any of actions referenced to in this section.

V. CHARGES AND PAYMENT

8. You shall pay the Service Fees to FSOFT for the utilization of Service in accordance with the Definitive Agreement.
9. If you fail to pay the Service Fees in accordance with the payment term in the Definitive Agreement, by giving notice to you in writing or by electronic means (email), the Service shall be suspended until the payment is confirmed. If you fail to resume the Service in 10 (ten) days since the overdue date, FSOFT may terminate the Service, and erase your Account with and/or without any backup Content, without further notice.
10. All amounts and fees stated or referred to in the Definitive Agreement are non-cancellable and non-refundable unless otherwise expressly noted, even if the Service are suspended or terminated prior to the end of the Service Term.
11. FSOFT shall be entitled to establish or change its own Service Fees, at its own discretion by giving notice to you in writing or by electronic means (email). Notice shall be provided at least one (1) month before the changed fees take effect.

VI. DATA PROTECTION

12. All Content entered, created, imported, or added to the Site by you, are exclusively owned by you. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the your Content.
13. FSOFT shall treat and manage all Content confidentially, observing privacy regulations specified by data protection law.
14. By entering into the ToU, you hereby acknowledge and agree that in order to ensure proper functionality of the Site and the Service, FSOFT is entitled to store, manage, process and transmit such Content.
15. You hereby acknowledge and agree that through the use of the Site or the Service, you provide express and unconditional consent for the collection, use, disclosure and/or processing of the Content for one or more of the following purposes:
    • to respond to legal processes or to comply with or as required by any applicable law, governmental or regulatory requirements of any relevant jurisdiction;
    • to conduct research, analysis and development activities (including, but not limited to, data analytics, surveys, service development and/or profiling), to analyze how you use our Service, to improve the Service or products and/or to enhance your experience;
    • to deal with and/or facilitate a business asset transaction (including, but not limited to, the purchase, sale, lease, merger, amalgamation or any other acquisition, disposal), where such transaction involves FSOFT and/or its affiliate as a participant;

VII. PROPRIERARY RIGHTS

16. You hereby expressly and irrevocably acknowledge and agree that accessing the Site and using the Service do not vest you with any right, title or interest in intellectual property and other rights to content which is accessible at the Site or through the Service owned by FSOFT.
17. You undertake not to use, sell, distribute, resell, decompile, disassemble, attempt to discover any source code, reverse engineer, modify, rework, reproduce, display, publicly perform, broadcast, rent, create security interest in, pledge, lien, encumber, license, make derivative works from content accessible at the Site or through the Service owned by FSOFT.

VIII. TERMINATION

18. This ToU shall commence on the Effective Date and shall continue until the expiry of the Service Term. The initial Service Term together with any subsequent renewal periods shall constitute the Service Term.
19. FSOFT may terminate the ToU with immediate effect by giving written notice to you if:
    • You fail to pay any amount due under Definitive Agreement on the due date for payment and remains in default not less than ten (10) days after being notified in writing to make such payment;
    • You commit a material breach of any terms of the ToU which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified in writing to do so;
    • By using the Service, you violate the law of a country, state, or other territory of jurisdiction, authorities may require the service to be terminated;
    • FSOFT suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or other activities;
    • upon the dissolution, liquidation, or winding up of FSOFT.
20. On termination of the ToU for any reason:
    • all licenses granted under the ToU shall immediately terminate;
    • FSOFT may destroy or otherwise dispose of your Account with and/or without any Content, no later than ten (10) days after the effective date of the termination of the ToU. In case of occurring your backup Content, by a written request, FSOFT shall use reasonable commercial endeavors to deliver the backup Content to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by FSOFT in returning or disposing of your backup Content;
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination shall not be affected or prejudiced;
    • any outstanding balance becomes immediately due and payable.

IX. DISCLAIMERS

21. The Service are provided “AS IS” and without any warranties, claims or representations made by FSOFT of any kind either expressed, implied or statutory with respect to the Service, including, without limitation, warranties of quality, performance, non-infringement, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance or trade usage.
22. Without limiting the foregoing and to the maximum extent permitted by applicable law, FSOFT does not warrant that the Service, the Site or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that the Site that makes the same available are free of viruses, worms, Trojan horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.

X. INDEMNITY AND LIMITATIONS OF LIABILITY

23. You shall indemnify, defend, and hold harmless FSOFT, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim, actions, proceedings, and all related liabilities based on: (i) your violation or breach of any term of the ToU or any guidelines, (ii) your use or misuse of the Service or the Site, (iii) your breach of any law or any rights of a third party, or (iv) any content uploaded by you.
24. In no event shall FSOFT be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), service liability, strict liability or other theory), or other cause of action at law, in equity, by statute or otherwise, for: loss of use; loss of profits; loss of revenues; loss of data; loss of good will; or failure to realize anticipated savings, in each case whether direct or indirect; or any indirect, incidental, special or consequential damages, arising out of or in connection with the use or inability to use the Site or the Service.
25. FSOFT’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the ToU shall be limited to (i) the total your Service Fees paid during the three (03) months immediately preceding the date on which the claim arose, or (ii) the amount set out in the Definitive Agreement, whichever is lesser.

XI. FORCE MAJEURE

26. FSOFT shall not be liable for any failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its control, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of God, war, warlike hostilities, civil commotion, riots, epidemics, fire, strikes, lockouts, or any other similar cause or causes. You shall be required to accept any delayed shipment, lack of service, or delivery made within a reasonable time.

XII. MISCELLANEOUS

27. If any provision of the ToU shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from the ToU and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
28. The ToU are governed by the laws of Vietnam. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever arising out of or relating to the ToU shall be referred to and finally resolved by a competent court of Vietnam.
29. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
30. The ToU constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior versions of the agreement, ToU, as well as arrangements, correspondence, conditions and any other similar ToU and conditions. The ToU are applicable exclusively to relations between you and FSOFT and does not create any third-party beneficiary rights.
31. The Service may include programs or code that are licensed under an open source software (“OSS”) license model. OSS programs and code are subject to the terms and conditions, obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS TOU.
32. If you have any questions or concerns about the ToU or any issues raised in the ToU or on the Site, please contact FSOFT’ support team at: info@usee.ai