These Terms of Service ("Terms") are a binding contract between you ("you" or "Customer") and Taiki, Inc., a Delaware corporation ("Taiki," "we," "us," or "our"). They govern your access to and use of the website at www.integuru.ai (the "Site"), the Integuru platform, integration generation and deployment services, APIs, related tools, and all associated services (collectively, the "Services"). By creating an account, clicking "I agree," or using the Services, you confirm that you have read, understood, and accept these Terms. If you are accepting these Terms on behalf of an organization, references to "you" and "Customer" mean that organization, and you represent that you have authority to bind it.

SEPARATELY EXECUTED ENTERPRISE AGREEMENTS. If Customer has entered into a separately executed written agreement (such as a master services agreement, order form, business associate agreement, or enterprise agreement) with Taiki that covers the Services, that separately executed written agreement controls to the extent of any conflict with these Terms.

IMPORTANT NOTICE: THE SERVICES ENABLE PROGRAMMATIC ACCESS TO, AUTOMATION OF, AND INTEGRATION WITH THIRD-PARTY WEBSITES AND PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ITS USE OF THE SERVICES IN CONNECTION WITH ANY THIRD-PARTY PLATFORM IS LAWFUL AND AUTHORIZED. TAIKI DOES NOT PROVIDE LEGAL ADVICE AND DOES NOT VERIFY THAT CUSTOMER'S INTENDED USE IS PERMITTED BY ANY THIRD-PARTY PLATFORM, LAW, OR CONTRACT.

BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, PROVIDING PAYMENT INFORMATION, OR OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER IS ACCEPTING ON BEHALF OF AN ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

1. ELIGIBILITY

You must be at least 18 years old and have the legal capacity to form a binding contract. By agreeing to these Terms, you represent and warrant that you meet these requirements and that your use of the Services will comply with all applicable laws. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

2. DEFINITIONS

"Account" means the credentialed profile you create to access the Services.

"Authentication Data" means login credentials, passwords, usernames, cookies, session cookies, session tokens, access tokens, OAuth tokens, API keys, and other authentication or access artifacts relating to third-party platform accounts that Customer provides to, stores in, or uses through the Services.

"Authorized Purpose" means the integration, automation, and workflow activities expressly directed and authorized by Customer through the Services.

"Authorized User" means any individual authorized by Customer to access and use the Services under Customer’s Account.

"Connected Platform" or "Target Platform" means any third-party website, web application, platform, or service that Customer designates as a target for integration, automation, or programmatic access through the Services.

"Customer Content" means all data, materials, instructions, workflows, configurations, Authentication Data, and other information that Customer uploads, submits, provides, or makes available to the Services.

"Documentation" means any technical documentation, usage guidelines, or specifications provided by Taiki in connection with the Services.

"Fees" means the charges for the Services as described in Section 9.

"Integration" means any API endpoint, automation, programmatic connection, workflow, or related technical artifact built, deployed, or maintained through the Services for a Connected Platform.

"Integration Output" means the Integration code, API specifications, and similar technical deliverables generated through the Services on Customer’s behalf.

"Order" means a mutually executed order form, statement of work, or online purchase that specifies the scope, term, and fees for Customer’s use of the Services.

"Services" means the Integuru platform and all related tools, APIs, integration generation and deployment capabilities, managed services, custom engineering services, and related services provided by Taiki, as further described in Section 3.

"Usage Data" means aggregated and de-identified usage analytics and technical data generated from Customer’s use of the Services.

3. SCOPE OF SERVICES

Taiki provides the Integuru platform, which enables Customers to generate, build, deploy, and maintain integrations, APIs, and related endpoints for websites and web applications designated by Customer.

Taiki acts solely as a technical service provider. All Integrations are built and operated at Customer’s direction. Customer selects the Target Platform, the use case, the accounts and data involved, and the instructions to Taiki. Taiki does not independently determine the permissibility, legality, or authorization of any Integration or use case.

Taiki may add, remove, or modify features of the Services. For any material reduction of a feature that is generally available and actively used in your Account, Taiki intends to provide at least thirty (30) days’ notice unless doing so would create a security risk, violate applicable law, or be technically infeasible.

4. SUPPORT

Taiki will provide reasonable support through available channels, which may include email and documentation resources. Support availability and response times may vary based on the nature of the inquiry and Customer’s subscription tier. Taiki reserves the right to modify support channels and procedures with reasonable notice.

5. ACCOUNT REGISTRATION AND SECURITY

To use the Services, you must create an Account and provide accurate, complete registration information. You agree to: (a) keep your Account credentials confidential; (b) promptly notify Taiki of any unauthorized use of your Account; (c) ensure that all Authorized Users comply with these Terms; and (d) be responsible for all activities that occur under your Account. Taiki is not liable for any loss or damage arising from your failure to maintain the security of your Account.

6. ACCEPTABLE USE POLICY

You agree not to, and not to permit any Authorized User or third party to, use the Services to:

• Access, integrate with, or automate any Connected Platform, account, or data source for which you do not have all required rights, permissions, consents, and authorizations;
• Violate any applicable law, regulation, contract, or third-party rights, including the terms of service, acceptable use policies, API terms, anti-bot or anti-automation policies, rate limits, robots.txt restrictions, or other terms of any Connected Platform;
• Upload, transmit, or use Customer Content that infringes any third-party intellectual property rights or violates any applicable law;
• Probe, scan, or test the vulnerability of any Taiki system without prior written permission;
• Upload or transmit malware or any content intended to damage, disrupt, or gain unauthorized access to any system;
• Circumvent, disable, or otherwise interfere with any access controls, security features, CAPTCHA, anti-bot mechanisms, or licensing mechanisms of the Services or of any third-party platform, except as expressly authorized in writing by the relevant platform or by Taiki;
• Use the Services to build a competitive product or service or to benchmark the Services for competitive purposes without prior written consent;
• Interfere with or disrupt the security, integrity, or performance of the Services;
• Exceed any applicable usage limits, quotas, or rate limits;
• Engage in unauthorized data harvesting or systematic extraction of third-party data in violation of applicable law or the terms of the relevant platform; or
• Use the Services in connection with any illegal purpose or to facilitate any illegal activity.

Taiki may suspend your access immediately if Taiki reasonably believes you have violated this Section.

7. THIRD-PARTY PLATFORMS AND CUSTOMER RESPONSIBILITY

7.1 Nature of the Service

A core component of the Services involves enabling programmatic access to, automation of, and integration with third-party websites and platforms selected by Customer. Customer acknowledges that: (a) those third-party platforms have their own terms, policies, technical restrictions, and legal requirements; (b) those third-party platforms are not affiliated with or controlled by Taiki; and (c) Taiki is building and operating Integrations at Customer’s direction, as a technical service provider.

7.2 Customer's Sole Responsibility for Permissibility

Customer is solely responsible for:

• Determining whether its intended use of the Services in connection with any Connected Platform, account, data source, workflow, or use case is permitted by applicable law, regulation, contract, and the policies of the relevant third-party platform;
• Complying with all laws, regulations, contracts, terms, policies, permissions, authorizations, notices, and consent requirements applicable to its use case, including without limitation the following categories of third-party restrictions, to the extent applicable:

website terms of service and terms of use;

acceptable use policies;

developer and API terms;

anti-bot, anti-automation, and anti-scraping policies;

account access and credential-sharing restrictions;

data access, export, and portability restrictions;

privacy policies and end-user disclosure requirements;

intellectual property restrictions;

robot exclusion standards and robots.txt restrictions;

rate limits and other technical access restrictions;

anti-circumvention and security controls;

internal policies of Customer’s organization;

contractual obligations Customer owes to its own clients or end users; and

platform-specific restrictions on acting on behalf of another person or account;

• Independently verifying all legal and compliance requirements before using the Services with any Target Platform; and
• Ensuring that its use case does not violate the rights of any individual or organization.

7.3 No Legal Advice or Compliance Analysis

Taiki is a technical service provider. Taiki does not provide legal advice, legal research, compliance analysis, regulatory analysis, or opinions regarding whether any Integration, workflow, automation, use case, or method of access is lawful, authorized, permitted by a third-party platform, or consistent with any applicable law, regulation, contract, or policy. Nothing in these Terms, in Taiki’s documentation, in Taiki’s communications, or in the Services themselves should be construed as legal advice or compliance guidance.

7.4 Customer Reliance by Taiki

Taiki is entitled to rely on Customer’s instructions and representations without independently verifying their accuracy or permissibility. By providing instructions to Taiki, Customer represents that it has all required rights, permissions, consents, authorizations, and approvals necessary for the requested Integration and use case.

7.5 Integration Connectivity & Uptime

The Services depend in part on third-party websites and platforms that Taiki does not control. Those third parties may change their site architecture, technical controls, authentication flows, anti-bot systems, permissions models, availability, rate limits, policies, or business operations at any time, with or without notice. Taiki does not guarantee that any Integration, API, endpoint, automation, or workflow will continue to function for any particular duration following any such change. Taiki is not responsible for any third-party platform outage, redesign, shutdown, block, restriction, CAPTCHA change, account suspension, or any similar event. Customer assumes this risk.

8. CUSTOMER REPRESENTATIONS AND WARRANTIES

8.1 General Representations

Customer represents and warrants that: (a) Customer has the legal right and authority to enter into these Terms and to use the Services as intended; (b) all information provided to Taiki is accurate and complete; and (c) Customer’s use of the Services will comply with all applicable laws and regulations.

8.2 Authority and Permissions

Customer represents and warrants that, prior to and throughout its use of the Services in connection with any Connected Platform, third-party account, third-party data, or activity performed on behalf of another person or organization, Customer has obtained all necessary rights, permissions, consents, authorizations, and approvals required from all relevant parties, including as applicable:

• The account holder of any account accessed, automated, or integrated through or in connection with the Services;
• Any client of Customer on whose behalf Customer is operating an Integration;
• Any end user whose data, account, or activity is involved in an Integration;
• The operator of the Connected Platform, to the extent such consent or authorization is required;
• Any data subject or other individual whose personal information is accessed, processed, or transmitted through the Integration; and
• Any other organization or person for whom Customer is acting.

8.3 Customer's Own Legal Review

Customer represents and warrants that, before using the Services with any Target Platform or for any use case, Customer has completed its own legal and compliance review and obtained all necessary permissions and approvals. Taiki does not perform this review for Customer, does not advise Customer on the outcome of any such review, and assumes no responsibility for any legal or compliance failure arising from Customer’s use of the Services.

8.4 No Transfer of Liability

Customer acknowledges that Taiki does not independently verify Customer’s authority, permissions, or compliance status. Taiki assumes no responsibility for any lack of authority, permissions failure, unauthorized access, or compliance violation arising from Customer’s use of the Services. Customer’s use of the Services is Customer’s own decision made at Customer’s own risk with respect to all third-party platform requirements and legal obligations.

9. PRICING, PAYMENT, AND TAXES

9.1 Pricing

Current fees are listed on the Site or in a mutually agreed Order. Fees may include subscription charges and usage-based charges. Taiki reserves the right to modify fees upon reasonable written notice to Customer, which shall be effective no earlier than the start of Customer’s next billing period.

9.2 Billing Cycle and Payment

Subscriptions are billed in advance on a monthly or annual basis as specified in Customer’s Order or at checkout.

9.3 Auto-Renewal

Customer’s subscription will automatically renew at the end of each billing period at the then-current fee unless Customer cancels before the renewal date. Customer may cancel at any time through Account settings or by contacting Taiki at [email protected]. Cancellation takes effect at the end of the current billing period; no prorated refunds are provided for the remaining period. Taiki will provide Customer with notice of renewal at least thirty (30) days before the applicable renewal date by email to the email address associated with Customer’s account.

9.4 Non-Refundable

Except where required by law, all Fees are non-cancelable and non-refundable. If Taiki materially reduces the Services during a prepaid term, Taiki will provide a prorated credit at its discretion.

9.5 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes, duties, and similar governmental assessments associated with its purchase, except for taxes based on Taiki’s net income.

9.6 Overdue Payments

Overdue amounts are subject to interest of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). Taiki may suspend access to the Services for nonpayment after providing written notice and a five (5) business day cure period.

10. LICENSE GRANT AND INTELLECTUAL PROPERTY

10.1 License to Customer

Subject to Customer’s compliance with these Terms and payment of applicable Fees, Taiki grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business purposes during the Term.

10.2 Restrictions

Customer may not, and may not permit any third party to: (a) copy, modify, or create derivative works of the Services or any underlying software; (b) resell, sublicense, or distribute access to the Services; (c) reverse engineer, decompile, or attempt to extract source code or underlying algorithms from the Services, except to the extent expressly permitted by applicable law; (d) remove or obscure any proprietary notices; or (e) use the Services for any purpose not expressly permitted by these Terms.

10.3 Taiki Intellectual Property

Taiki retains all right, title, and interest (including all intellectual property rights) in and to the Services, including the platform, software, APIs, algorithms, Documentation, and all improvements, enhancements, and modifications thereto. Customer obtains no rights in the Services except as expressly set forth in these Terms.

10.4 Customer Content and Customer IP

Customer retains all right, title, and interest in and to Customer Content and pre-existing Customer intellectual property. Customer grants Taiki a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Content solely to the extent necessary to provide the Services to Customer and as otherwise permitted by these Terms.

10.5 Integration Output

As between the parties, subject to Customer’s compliance with these Terms and payment of applicable Fees, Customer owns all right, title, and interest in Integration Output to the extent permitted by applicable law. Customer acknowledges that: (a) Taiki does not warrant that Integration Output will be suitable for any particular purpose or that it will continue to function following changes to any Connected Platform; (b) Integration Output is built to interact with third-party platforms that Taiki does not control; and (c) Customer is solely responsible for reviewing, testing, deploying, and operating Integration Output in compliance with applicable law and all third-party platform terms.

10.6 Feedback

If Customer provides suggestions, comments, or ideas regarding the Services (“Feedback”), Customer grants Taiki a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, and disclose such Feedback for any purpose without obligation or compensation to Customer.

10.7 Usage Data

Taiki may collect, analyze, and use aggregated and de-identified Usage Data derived from Customer’s use of the Services to operate, improve, and develop the Services, provided that such data cannot reasonably be used to identify Customer or any individual.

11. CUSTOMER DATA AND AUTHENTICATION INFORMATION

11.1 Data Ownership

Customer retains all right, title, and interest in Customer Content. Taiki processes Customer Content solely as described in these Terms and the applicable Privacy Policy.

11.2 License to Taiki

Customer grants Taiki a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and use Customer Content solely as necessary to: (a) operate, maintain, and provide the Services; (b) provide technical support and managed services as directed by Customer; and (c) as otherwise expressly permitted by these Terms.

11.3 Authentication Data

Customer acknowledges that: (a) in connection with the Services, Customer may provide or store Authentication Data associated with Connected Platform accounts; (b) Taiki will use Authentication Data solely to operate, provide, support, and maintain the applicable Integration as directed by Customer; (c) Customer is solely responsible for all uses of Authentication Data provided to or stored through the Services, including all actions taken through the relevant Connected Platform accounts; (d) Customer represents and warrants that it has the authority to provide such Authentication Data to Taiki and to authorize Taiki’s use thereof; and (e) Taiki stores Authentication Data using commercially reasonable security measures, including encryption where technically practicable.

11.4 Human Access for Service Delivery

When Taiki provides managed services, custom engineering, debugging, maintenance, or other manual assistance, certain Taiki employees, contractors, or service providers (“Taiki Personnel”) may need to access Customer Content, including Authentication Data, cookies, session tokens, information accessible through Connected Platform accounts, API data and logs, and configuration and debugging materials. Taiki limits such human access to what is reasonably necessary for service delivery, support, security, operations, and troubleshooting. By engaging manual or managed services, Customer expressly consents to this access for the stated purposes.

11.5 No Sensitive Personal Data

Except as expressly permitted by an applicable Order, business associate agreement and any required regulatory agreements, Customer agrees not to submit protected health information, government identification numbers, payment card numbers, or other categories of highly sensitive personal data to the Services. See Section 12 for healthcare-specific restrictions.

11.6 Data Retention and Deletion

Taiki retains Customer Content while Customer’s Account is active. Upon Account deletion or written request, Customer Content is deleted in accordance with Taiki’s data retention practices, subject to: (a) de-identified and aggregated data may be retained indefinitely; (b) backup copies may persist for up to ninety (90) days before permanent deletion; and (c) Taiki may retain data as required by applicable law. Customer may request data deletion by contacting [email protected].

11.7 Customer Responsibility for Data Compliance

Customer is responsible for ensuring that its use of the Services, including any transfers of Customer Content and personal data, complies with applicable data protection and privacy laws. Where applicable, the parties may execute a separate Data Processing Agreement (“DPA”) addressing Taiki’s processing of personal data on Customer’s behalf.

12. HEALTHCARE AND HIPAA

12.1 No HIPAA Obligations Without BAA

The Services are general-purpose integration tools and are not designed, marketed, or configured as a HIPAA-compliant platform. Any obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) applicable to Taiki in connection with Customer’s use of the Services arise only if and to the extent that: (a) Customer is a Covered Entity or Business Associate as defined under HIPAA; (b) Customer’s use of the Services involves Protected Health Information (“PHI”) as defined under HIPAA; and (c) a Business Associate Agreement (“BAA”) has been fully executed by both Taiki and Customer.

12.2 Restriction Absent BAA

Absent a fully executed BAA, Customer agrees not to submit, store, transmit, or otherwise process any PHI through the Services. Taiki expressly disclaims all liability for any HIPAA violation arising from Customer’s submission of PHI without a fully executed BAA in place. Customers who intend to use the Services in connection with PHI must contact Taiki at

[email protected] to discuss and execute a BAA before doing so.

12.3 BAA Controls

To the extent of any conflict between a fully executed BAA and these Terms regarding the processing of PHI, the BAA controls.

13. SECURITY

Taiki maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content (including Authentication Data) from unauthorized access, disclosure, alteration, and destruction. Sensitive Authentication Data, including passwords, session tokens, and cookies, is stored using commercially reasonable technical security measures, including encryption where technically practicable. Data transmitted to and from the Services is encrypted in transit.

No system is completely secure, and Taiki does not guarantee absolute security. Security measures evolve over time. Customers are responsible for maintaining appropriate access controls and the security of their own credentials, systems, and devices. Taiki cannot guarantee the prevention of every security incident.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Term

These Terms remain in effect while Customer has an active Account or Order and continue until terminated as set forth below.

14.2 Suspension

Taiki may suspend Customer’s access to the Services immediately upon written notice if: (a) required by applicable law or regulatory authority; (b) Customer’s use poses a material security or legal risk to Taiki or third parties; (c) Customer’s Account has an outstanding balance overdue by more than fifteen (15) days; (d) Customer breaches these Terms and fails to cure within five (5) business days after notice; or (e) Taiki reasonably believes Customer’s Account has been compromised or is being used in a manner that violates applicable law, third-party rights, or these Terms.

14.3 Termination by Customer

Customer may terminate these Terms at any time by closing its Account through Account settings or by providing written notice to Taiki. Customer remains responsible for all Fees accrued through the effective date of termination.

14.4 Termination by Taiki

Taiki may terminate these Terms or an Order: (a) for cause, if Customer fails to cure a material breach within thirty (30) days after written notice; or (b) for convenience, upon thirty (30) days’ prior written notice.

14.5 Effect of Termination

Upon termination: (a) all licenses granted herein terminate immediately; (b) Customer must cease all use of the Services; (c) Taiki may delete Customer Content after thirty (30) days; and (d) all accrued payment obligations remain due. Sections that by their nature should survive (including Sections 7, 8, 10, 11, 15, 16, 17, 18, 19, and 21) will continue to apply after termination.

15. CONFIDENTIALITY

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same care it uses to protect its own confidential information of similar sensitivity (and no less than reasonable care); and (c) not disclose it to any third party except to employees, contractors, advisors, and agents who have a need to know and are bound by obligations at least as protective as those set forth herein.

Confidential Information does not include information that is: (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by applicable law or court order, provided the receiving party gives reasonable prior written notice to the disclosing party (where permitted) to allow it to seek a protective order.

16. WARRANTIES AND DISCLAIMERS

Each party represents and warrants that it has the full right, power, and authority to enter into these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TAIKI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TAIKI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT CUSTOMER CONTENT WILL BE PRESERVED OR ACCURATE.

TAIKI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: (A) THE UPTIME, AVAILABILITY, LATENCY, RESPONSE TIMES, THROUGHPUT, RELIABILITY, OR COMPATIBILITY OF THE SERVICES OR ANY INTEGRATION; (B) THE CONTINUED FUNCTIONING OF ANY INTEGRATION, API, ENDPOINT, AUTOMATION, OR WORKFLOW WITH ANY CONNECTED PLATFORM FOLLOWING ANY CHANGE, RESTRICTION, OR SHUTDOWN BY SUCH PLATFORM; OR (C) THE ACCURACY OR COMPLETENESS OF ANY DATA RETRIEVED FROM OR TRANSMITTED TO ANY CONNECTED PLATFORM.

NO REPRESENTATION OR STATEMENT MADE IN ANY DEMO, SALES MATERIALS, MARKETING MATERIALS, PRESENTATIONS, PRODUCT DOCUMENTATION, ROADMAP DISCUSSIONS, OR OTHER INFORMAL COMMUNICATIONS SHALL CONSTITUTE A WARRANTY, GUARANTEE, OR BINDING COMMITMENT BY TAIKI UNLESS EXPRESSLY SET FORTH IN A SEPARATELY EXECUTED WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF TAIKI.

TAIKI IS A TECHNICAL SERVICE PROVIDER. TAIKI MAKES NO REPRESENTATIONS OR WARRANTIES THAT CUSTOMER'S USE OF THE SERVICES IN CONNECTION WITH ANY CONNECTED PLATFORM IS LAWFUL, AUTHORIZED BY THAT PLATFORM, OR CONSISTENT WITH THAT PLATFORM'S TERMS, POLICIES, OR APPLICABLE LAW. CUSTOMER RELIES ON THE SERVICES ENTIRELY AT CUSTOMER'S OWN RISK WITH RESPECT TO ALL THIRD-PARTY PLATFORM REQUIREMENTS AND LEGAL OBLIGATIONS.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAIKI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF TAIKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAIKI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY RELATED SUBJECT MATTER WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TAIKI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND THAT TAIKI WOULD NOT ENTER INTO THESE TERMS WITHOUT THEM.

IN PARTICULAR, TAIKI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM: (A) INTERRUPTION, FAILURE, RESTRICTION, OR CHANGE OF ANY CONNECTED PLATFORM OR THIRD-PARTY SERVICE; (B) ANY CLAIM BY A THIRD-PARTY PLATFORM, ACCOUNT HOLDER, END USER, CLIENT, REGULATOR, OR OTHER THIRD PARTY ARISING FROM CUSTOMER'S USE OF THE SERVICES; (C) CUSTOMER'S FAILURE TO OBTAIN REQUIRED PERMISSIONS, AUTHORIZATIONS, OR CONSENTS; OR (D) ANY LOSS OF ACCESS TO CUSTOMER'S ACCOUNTS OR DATA ON ANY CONNECTED PLATFORM.

Any cause of action or claim arising out of or relating to these Terms must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

18. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Taiki, its affiliates, subsidiaries, and their respective officers, directors, employees, contractors, and agents (“Taiki Indemnitees”) from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to:

• Customer’s use of the Services, including Customer’s Integration configurations and instructions to Taiki;
• Customer’s use of the Services in connection with any Connected Platform, including any claim by or through such Connected Platform, its operator, or its users;
• Customer’s failure to obtain or maintain any required rights, permissions, consents, authorizations, or approvals from any relevant party, including any account holder, end user, client, data subject, or platform operator;
• Customer’s breach of applicable law, regulation, or any third-party terms, policies, or rights;
• Customer Content that infringes, misappropriates, or violates any third-party rights;
• Any dispute between Customer and any end user, client, account holder, platform operator, or other third party arising from Customer’s use of the Services;
• Customer’s breach of these Terms; or
• Any claim by a regulator, governmental authority, or other official body arising from Customer’s use of the Services or from any Integration operated on Customer’s behalf.

Taiki may participate in the defense of any claim at its own expense and with counsel of its choice. Customer may not settle any claim that imposes obligations on any Taiki Indemnitee without Taiki’s prior written consent.

19. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

19.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party and engaging in good-faith negotiations for a period of thirty (30) days.

19.2 Arbitration

If a dispute is not resolved informally, it will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (available at www.adr.org). The arbitration will be conducted in English in San Francisco, California. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Fees and costs of arbitration shall be governed by the AAA’s fee schedules.

19.3 Class Action Waiver

CUSTOMER AND TAIKI EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION OR LAWSUIT. ALL CLAIMS MUST BE BROUGHT IN THE INDIVIDUAL CAPACITY OF THE CLAIMING PARTY.

19.4 Opt-Out

Customer may opt out of the arbitration agreement within thirty (30) days of first accepting these Terms by sending written notice to [email protected]. Opting out does not affect any other rights or obligations under these Terms.

19.5 Injunctive Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to the Services.

20. CHANGES TO TERMS

Taiki may update these Terms from time to time. For material changes, Taiki will provide at least thirty (30) days’ prior notice via email or through the Services. The updated Terms will apply on the effective date specified in the notice. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer must stop using the Services and terminate its Account before the effective date.

21. GOVERNING LAW AND VENUE

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Subject to the arbitration requirement in Section 19, the state and federal courts located in San Francisco, California have exclusive jurisdiction over any dispute not subject to arbitration.

22. EXPORT COMPLIANCE

Customer must comply with all applicable export control and trade sanctions laws and regulations in connection with its use of the Services, including U.S. Export Administration Regulations and OFAC sanctions programs. Customer represents and warrants that it is not located in a jurisdiction subject to a comprehensive U.S. embargo and that it is not listed on any U.S. government restricted party list.

23. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental actions, pandemics, power failures, internet outages, third-party platform changes, outages or shutdowns, or civil unrest (“Force Majeure Event”), provided that the affected party: (a) provides prompt written notice to the other party; and (b) uses commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order without liability upon written notice.

24. MISCELLANEOUS

Entire Agreement. These Terms, together with any applicable Order and incorporated policies (including the Privacy Policy and any applicable DPA or BAA), constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, and understandings.

Order of Precedence. In the event of a conflict: (a) a separately executed enterprise agreement or master services agreement controls over these Terms; (b) an applicable Order controls over these Terms; and (c) an applicable DPA or BAA controls over both an Order and these Terms with respect to data processing or healthcare matters, respectively.

Assignment. Customer may not assign or transfer these Terms without Taiki’s prior written consent. Taiki may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer.

Severability. If any provision is held to be invalid or unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions will remain in full force.

Waiver. Failure by either party to enforce any provision is not a waiver of that party’s right to enforce such provision in the future.

Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

Counterparts. These Terms may be accepted electronically and electronic signatures shall be deemed valid and binding.

25. NOTICES AND CONTACT INFORMATION

Notices under these Terms must be in writing. Notices to Customer will be delivered to the email address associated with your Account. Notices to Taiki must be sent to:

Taiki, Inc.

13750 Beaumont Ave

Saratoga, CA 95070

Email: [email protected]

For support inquiries: [email protected]

For privacy matters: [email protected]