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Terms of Service

Effective date: January 29, 2024

Please carefully read these Terms of Service ("Terms") before using the Naas Platform (as defined below) offered by NaasAI, Inc. ("Naas"). By using the Naas Platform, you ("Customer") agree to be bound by these Terms. If you are using the Naas Platform on behalf of a business customer, you represent and warrant that you are authorized to agree to these Terms on behalf of such business customer.

1. Users; Naas Platform; Modification of Terms

Naas allows both individual users ("Individual Customers") and entities ("Business Customers") to create an account to access the Naas Platform (an "Account"). "Customer" as used herein refers to both Individual Customers and Business Customers. Upon creating an Account and accessing the Naas Platform, Customer agrees to comply with these Terms.

Naas reserves the right to modify or replace these Terms at any time. By continuing to use the Naas Platform after any revisions to these Terms become effective, Customer agrees to be bound by the revised terms.

2. Account; Access

Customer must provide accurate, complete, and updated account information for their Account. Each Individual Customer may create a single Account. Customer is responsible for maintaining the security of their Account, including passwords and files. Business Customers shall cooperate with Naas to ensure designated employees have appropriate access levels.

3. Restrictions and Responsibilities

Customer agrees not to reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Naas Platform. Customer shall not reproduce, duplicate, modify, or create derivative works based on the Naas Platform. Customer agrees not to sell, resell, or use the Naas Platform for the benefit of a third party. Customer shall not remove or alter any proprietary notices or labels from the Naas Platform.

Customer shall use the Naas Platform in compliance with applicable laws and regulations. Customer agrees not to use the Naas Platform in a manner that infringes or violates any intellectual property right or other right of any person.

On Naas Lab, the server will be automatically shut down for Free Community Plan users after 72 hours if there are active jobs running, or after 1 hour of inactivity if no jobs are detected.

Customer is responsible for the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all necessary rights to provide the Customer Data to Naas.

4. Proprietary Rights

Customer retains ownership of any data or information provided to Naas through the use of the Naas Platform ("Customer Data"). Customer grants Naas a license to store, use, and make available Customer Data for the purpose of executing jobs on the Naas Platform. Naas retains ownership of the Naas Platform and all related intellectual property rights.

Customer is responsible for the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all necessary rights to provide the Customer Data to Naas.

5. Fees

Customer shall pay the fees described in the applicable Order Form or pricing plan for the Naas Platform. Naas reserves the right to change the fees upon prior notice. Customer is responsible for all taxes associated with the Naas Platform, except for taxes based on Naas' net income.

6. Terms; Termination; Survival

This Agreement is effective for the initial term specified in the Order Form and automatically renews for additional periods unless either party requests termination. Either party may terminate this Agreement for material breach by the other party. Certain provisions, including confidentiality obligations and limitations of liability, shall survive termination.

7. Data Privacy and Security

Customer acknowledges and agrees that their use of the Naas Platform is subject to Naas' Privacy Policy. Customer Data may be processed and used by Naas as necessary to execute jobs on the Naas Platform.

8. Warranty Disclaimer

Naas does not warrant that the Naas Platform will be uninterrupted or error-free. The Naas Platform are provided "as is," and Naas disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.

9. Limitation of Liability

Except for Customer's indemnification obligations, Naas shall not be responsible or liable for any damages, including indirect, exemplary, incidental, or consequential damages. Naas' liability, if any, shall not exceed the fees paid by Customer for the Naas Platform.

10. Indemnity

Customer shall defend, indemnify, and hold Naas harmless from any liabilities, claims, and expenses arising from Customer's use of the Naas Platform or any breach of these Terms.

11. Miscellaneous

If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations without the other party's written consent. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements. Notices under this Agreement will be in writing and deemed received when sent to the contact information provided by each party.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any disputes arising out of or relating to this Agreement

By using the Naas Platform, Customer acknowledges and agrees to be bound by these Terms.