TerraSky mitoco Terms of Service

​1. (Objective)

 

TerraSky, Inc. ("our company") has established the TerraSky mitoco Terms of Service (the "Terms") and will provide the mitoco application services (the "Service" or the "Services") to subscribers in accordance with the Terms. Subscribers shall receive the Services in compliance with these Terms.

 

2. (Definition)

 

In these terms and conditions, the terms in each of the following items are as follows:

(1) "Subscribers" are corporations and individuals who receive the Services in agreement with and in compliance with these Terms. (

(2)  "Affiliate" means a corporation that directly or indirectly controls or is controlled by, or is under common control with, the target corporation, including TerraSky Co., Ltd. in Japan.

(3) "Control" in this definition means directly or indirectly owning or controlling more than 50% of the voting interest in the corporation.

(4) "Agreement" refers to the rights and obligations between our company and the contractor established under these Terms.

(5)  "User" means an individual assigned by the Subscriber who has agreed to these Terms and in the Services every User is granted a User ID as a unique named user.

(6)  "Subscription" means the right to use the Service by a Subscriber within a certain period.

(7)  "Online notification" refers to posting on our company website or a notification method using a communication line such as e-mail.

(8)  "Agent" means an authorized distributor of the Services by our company.

(9) "SFDC" is a general term for Salesforce Japan Inc. and its affiliates.

(10)  "Equipment for the Service" means equipment and telecommunication lines leased by our company from telecommunication carriers to provide the Service.

(11) "Exhibits" means the document separately appended to these Terms specifying the product list and applicable conditions of the Service. The SFDC service terms applicable to this Service are not separately appended but are accessible at the URL specified in Article 26.

(12) “Service Territory” means the geographic territory in which the Subscriber is permitted to use the Service, as agreed upon in the applicable Purchase Order or Application for Use entered into between our company (or an Agent) and the Subscriber. If no Service Territory is specified in such agreement or order, the Service Territory shall be deemed to be limited to the Southeast Asian country or countries in which the Subscriber’s principal place of operation or designated operational unit is located.

(13) “Subscriber Content” means any data, content, information, or materials submitted by the Subscriber or its Users to the Service, including inputs provided to AI Features.

 

3. (Changes to the Terms)

 

We may amend these Terms, to the extent that the amendment is reasonable in light of the purpose of these Terms and the necessity and appropriateness of the amendment, in the following circumstances:

1. When it is necessary due to changes in social conditions, laws, regulations, or other factors.

2. When it is necessary to change the terms and conditions of this agreement due to changes in the terms and conditions of the service or other factors.

3. When it is necessary to change the terms and conditions of this agreement due to changes in the service or other factors that are necessary and reasonable.

The Company shall notify the Subscriber of any amendment to these Terms by online notification or any other method selected by the Company, at least thirty (30) days prior to the effective date of such amendment. If the Subscriber does not agree to the amendment, the Subscriber may terminate this Agreement by giving written notice to the Company before the effective date of the amendment, in which case the Terms in effect prior to the amendment shall continue to apply until the effective date of termination. If the Subscriber continues to use the Services on or after the effective date of the amendment, the Subscriber shall be deemed to have agreed to the amended Terms.

 

4.(Service Specifications)

 

The specifications of this service are as per the mitoco user guide (including the respective administrator's manual and installation manual). Our company may change the specifications of this service without notice.

 

5. (Terms and Conditions Applicable to Services)

 

This Agreement shall become effective upon the Subscriber agreeing to these Terms and applying for use based on the Purchase Order and Exhibit (Application for Use).

 

6.(Scope of Applicable Terms and Conditions)

 

This service is provided as a single service under this agreement. The scope of the service includes, but is not limited to, the following parties:

• The party (individual or corporation) and its related companies, including employees, consultants, subcontractors, agents, or third parties that the party engages in transactions with.

• The party (individual or corporation) and its related companies.

1. We may make separate agreements as necessary. If there is no specific refusal in the separate agreement, we will apply it together with this agreement.

2. The party must be an individual or a corporation.

3. Non-profit organizations and other organizations are only allowed to use the service if we agree to it.

4. We may agree to use the service by written consent or by our designated method.

 

7. (Handling of User ID)

 

The party will assign a unique user ID to each user of the service.

1. The use of multiple user IDs by multiple users is not permitted.

2. The reassignment of user IDs is based on reasonable and appropriate service use at any time.

3. The usage fees for the Service shall be calculated based on the number of licenses agreed upon in the Purchase Order or other applicable order documents (the “Contracted License Count”). If the number of User IDs activated on the Service (the “Active ID Count”) exceeds the Contracted License Count, our company shall deem the Subscriber to have applied for the purchase of additional licenses corresponding to such excess.

4. In the case set forth in the preceding paragraph, our company may charge the Subscriber the usage fees prescribed by our company for the quantity exceeding the Contracted License Count, for the period from the time such excess arises until the time such excess is resolved, and the Subscriber shall pay such fees.

5. If the Contracted License Count is to be reduced upon renewal or amendment of the Agreement, the Subscriber shall, at its own responsibility, complete the deactivation of the Active IDs corresponding to such reduction by the effective date of the reduction. If such deactivation is not completed and the Active ID Count exceeds the Contracted License Count, the two preceding paragraphs shall apply.

 

8. (Appointment of system administrator)

 

In using the Services, the Subscriber shall appoint a system administrator in advance and notify our company or the Agent in writing through a separate application form.

1. Any change in the system administrator shall immediately be notified to our company or the agent in writing. Our company shall not be liable for any damages caused by changing system administrators without notice and losing contact with our company.

2. The system administrator has the management responsibilities set forth in Article 16.

3. Our company considers a notice to the system administrator to be as effective as a notice to the contractor.

4. The Subscriber shall only be able to report to our company any disability, etc. related to the Subscriber's services through the System Administrator.

 

9. (Subscriber Registration Information)

 

To use the Service, the Subscriber shall notify the Company or an agent in writing of the Subscriber's registration information as specified in the attached (Application Form) in advance.

1. If there is any change in the information, the Subscriber shall immediately notify the Company or the Agent in writing.

2. When the notification is made in accordance with the preceding item, if the request is reasonable, the Company may request the Subscriber to provide documents proving the fact that the notification was made.

 

10. (Prohibition of transfer and resale)

 

The Subscriber is prohibited from reselling or transferring his/her rights under these Terms and Conditions, including the right to receive the Service, to any other party without the Company's permission.

 

11. (Succession of Subscriber Status)

 

In the event of a merger of the legal entities which are the Contractors and the succession of the status of the Contractors, pursuant to the provisions of Article 9, the Contractors shall immediately notify our company in writing to that effect, and upon receipt of such notice, our company may terminate this Agreement upon written notice to such succeeding legal entity. If our company does not exercise this right of termination within one month after notice from the Contractor, the succeeding corporation shall assume all claims and obligations to our company under this Agreement.

 

12. (Period)

 

The period during which the Subscriber is entitled to use the Service (the "Period of Use") shall be as specified in the Purchase Order or the Application for Use. Upon expiration of the specified Period of Use, the Agreement shall be automatically renewed for successive periods of the same duration unless either party gives written notice of termination to the other party at least one month prior to the expiration of the then-current Period of Use. Notwithstanding such renewal, all payment obligations and other obligations of the Subscriber that accrued during the Period of Use shall survive termination or expiration of this Agreement until such obligations are fully satisfied.

 

13. (Termination from contractor)

 

If the Subscriber wishes to terminate use of the Service, the Subscriber shall follow the procedures specified by the Company or its agent in accordance with the attached (Termination Application Form). Notwithstanding the termination procedures in the Terms of Service, all obligations of the Subscriber during the period of use shall not be extinguished until such obligations are fulfilled even after the termination of the Service Agreement.

 

14. (Termination from our company)

 

If the subscriber violates these Terms and Conditions, the Company may terminate the contract.

1. In the case of Article 22, the Company may terminate the contract at any time without notice or demand.

2. In the case of Article 21, the Company may terminate the contract after one month has passed since the notice or demand was given without correction.

 

15. (Our Responsibility to Provide Services)

 

1. The Company shall be responsible for the following.
   (i) The Company shall make every effort to provide the Service continuously 24 hours a day, 7 days a week, except in the following cases.
   (ii) Planned outages (we will give you at least 4 hours' notice of planned outages via online notification).
   (iii) Occurrence of conditions beyond our reasonable commercial control (such as earthquakes, floods, fires, other natural disasters, spread of infectious diseases, armed conflict, riots, terrorist acts, etc.).
   (iv) Failure or delay in the Service due to events occurring in the telecommunication lines, providers, electric power, or other infrastructure used by the Company.
   (v) Limitations on the use of Salesforce as a basis for offering the Services (for example, there may be access restrictions associated with performing scheduled maintenance on Salesforce, reaching the limit of API calls made to Salesforce via the Service, and other restrictions on the use of Salesforce on which the Service is based).

2. You shall provide the Service lawfully in accordance with applicable laws and government regulations.

 

16. (Contractor Liability)

 

The Contractor shall be responsible for:

1. You are responsible for your compliance with these terms.

2. You shall make reasonable efforts to prevent unauthorized access to or unauthorized use of the Service and shall promptly notify us of any unauthorized access or unauthorized use that you discover.

3.  You use the Services lawfully pursuant to applicable laws and government regulations.

4. The Subscriber shall retain all rights to, and bear all responsibility for, the data uploaded to the Service by the Subscriber. Our company shall not claim any rights in or to such data, and our company shall bear no liability to the Subscriber with respect to such data.

5. Subscribers may not: (a) Use the Services to preserve or transmit infringing, defamatory, or other illegal or unlawful material, or material that violates the right to privacy of a third party. (b) Use this service to store or send malicious code. (c) Knowingly interfere with or disrupt the integrity or performance of the Service, or any third-party data contained in the Service. (d) Infringe the copyright or other intellectual property rights of our company or a third party, or commit any similar act. (e) Use Salesforce custom objects, without the express permission of our company, for any purpose other than extending the functionality of the mitoco basic services and mitoco Accounting (where provided on an OEM basis); provided, however, that this item shall not apply to any part of the Service that does not operate on Salesforce.

6. If our company requests disclosure as an audit, the contractor must disclose the usage.

7. With respect to the data, etc., provided or transmitted in the Services, the Subscriber shall retain the same data, etc., as a backup at its own responsibility, and our company shall not be responsible for the storage, backup, etc., of such data, except when our company provides services related to the backup of data.

8. The Contractor shall, at his own expense and responsibility, establish the Contractor's facilities on such terms and conditions as may be prescribed by our company, including securing the Contractor's facilities and the environment for the use of the Services (including cybersecurity).

9. The Subscriber shall connect the Subscriber's facilities to the Internet by using the telecommunications services of the telecommunications carrier, etc., at his own responsibility and expense in using the Services.

 

17. (Obligation to pay usage fees)

 

1. The subscriber shall pay the usage fee specified in the purchase order and taxes related to it based on the usage agreement, etc., for the period from the date of the usage agreement to the date of termination of the usage agreement (hereinafter referred to as the "Period of Use"). If the Contractor fails to complete the payments provided in this Article, our company may stop providing the Services as provided in Article 20 (Suspension of all or part of services notified).

2. Where the Subscriber is required under the laws of the Kingdom of Thailand to deduct withholding tax from any payment of usage fees, the Subscriber may deduct such withholding tax at the applicable statutory rate. In such case, the Subscriber shall deliver to the Company the original withholding tax certificate evidencing such deduction within five (5) business days from the date of payment. If the Subscriber fails to deliver such certificate within the said period, the amount so deducted shall be treated as an unpaid receivable owed by the Subscriber to the Company, and the Subscriber shall pay such amount to the Company upon the Company’s request.

3. Even if the subscriber is unable to use the Service during the Period of Use due to the interruption, suspension or any other reason specified in Article 20 (Suspension of all or part of services notified), the subscriber is still required to pay the usage fees and related taxes during the Period of Use. However, if the service is suspended for a total of 15 days or more in a month from the time when our company learns that the service is unavailable (hereinafter referred to as the "time of failure"), the payment of the usage fees and related taxes during the period shall be waived.

４.       In the event that the Subscriber fails to perform any obligation under the User Fee or any other User Agreement for the Services after the due date specified, the Subscriber shall pay the amount calculated at the rate of fourteen percent (14%) per annum as overdue interest for the number of days from the day following the due date to the day preceding the payment date, together with the fee or any other obligation for the Services, by the date specified by our company in the manner specified by our company.

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18. (Method of payment of usage fees)

 

The Subscriber shall pay the Service fee and related consumption tax, etc. by one of the following methods. The subscriber shall bear bank transfer fees and other expenses necessary for payment of the following items.

1. In the case of the invoice settlement method: (i) Payment shall be made to the Company, or a financial institution designated by the Company by the date designated by the Company in accordance with the invoice from the Company. (ii) Payment by automatic withdrawal from the bank account designated by the subscriber through a collection agency separately designated by the Company by the date designated by the Company.

2. Payment shall be made by other payment methods specified by the Company.

 

19. (Outage of service)

If any of the provisions of Articles 20 through 22 apply to you, our company may suspend the provision of some or all the Services upon prior notice from our company to the Subscriber. Our company shall not be liable for any damage caused to subscribers because of the suspension.

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20. (Suspension of all or part of services notified)

 

In any of the following cases, the Company may suspend all or part of the Service after giving prior notice to the Subscriber. The method of notification shall be selected by the Company from among methods reasonably expected to reach the Subscriber, and the notification shall be deemed to have reached the Subscriber at the time it would ordinarily have arrived.

1. In the event of periodic or urgent inspection or maintenance of hardware, software, telecommunications equipment, or other related equipment or systems related to the Service.

2. If provision of the Service becomes difficult due to computer or communication line failures, malfunctions, API limits, excessive concentration of access, unauthorized access, hacking, or other unforeseen factors.

3. In the event of security problems related to the Service.

4. Natural disasters, armed conflict, power outages, riots, epidemics or other epidemics, destruction, or damage to supplies or facilities, fire, typhoons, earthquakes, floods, reasonable measures based on a duty of care for safety, or other events beyond our control.

5. When the operation of this service becomes difficult due to laws and regulations or measures based on such laws and regulations.

6. Other reasons like those listed above that the Company deems necessary.

 

21. (Matters to be Notified to the Subscriber)

 

Our company will notify you if any of the following apply. In such case, it shall not necessarily be necessary to give prior notice of suspension of services; the notice method shall be selected by our company from among methods reasonably expected to reach the Subscriber, and the notice shall be deemed to have reached the Subscriber at the time it would ordinarily have arrived.

1. If there is a deficiency in the application for use or the submitted documents.

2. If there is a change in the address, telephone number or the contents of the application form for use by the administrator, etc., and the procedure for change has not been taken.

3. If our company is not notified in advance of a service suspension due to the fault of a contractor to whom our company entrusts equipment management or a contractor who manages equipment required to use our company services.

 

22. (Suspension and Termination for Cause)

 

If the Subscriber falls under any of the following items, the Company may take necessary measures, such as suspension of the Services, to the extent reasonably necessary in light of the relevant circumstances. Except where the relevant matter poses an urgent risk to the Company, a third party, or the Services, or where prior notice is impractical, the Company shall, where practicable, give the Subscriber prior notice and a reasonable opportunity to cure before taking such measures.

(1) When there is a fact that is contrary to the representations and warranties made by the Subscriber, or when a false notification is made.

(2) If the Subscriber has committed or may commit an act that violates the honor, credit, or privacy of the Company or a third party.

(3) The User has committed or may commit an act that infringes or may infringe upon the copyright or other intellectual property rights of the Company or a third party.

(4) The Subscriber has committed or may commit an act that causes or may cause loss, damage, or theft of the Company's or a third party's system or data.

(5) When the Company recognizes that the Subscriber's obligations have not been fulfilled or that the Subscriber's credit standing has deteriorated so much that there is a risk of uncollectible receivables.

(6) If there is unauthorized use of user IDs and passwords.

(7) When there is an act that interferes or may interfere with the Company's provision of the Service.

(8) If the Subscriber is found to have committed or may commit an act that obstructs or interferes with a third party's use of the Service.

(9) If the Subscriber violates these Terms of Use.

(10) When the provision of the Service is impossible due to force majeure caused by a major disaster, etc.

(11) When the Subscriber or the system administrator is unidentifiable or unreachable.

(12) When there exists any other reason equivalent to the foregoing items that makes the continued provision of the Service to the Subscriber objectively inappropriate.

 

23. (Discontinuance of part or all the services)

 

Our company reserves the right to discontinue any or all the Services at any time. Our company shall not be held responsible for any damages suffered by the subscriber because of the termination of part or all the Services.

 

24. (Service Discontinuance Notification)

 

In the event of the termination of any or all the Services, our company will give notice to the subscribers of such services not less than one (1) year prior to such termination. The method of notification shall be selected by our company from among methods reasonably expected to reach the Subscriber, and the notification shall be deemed to have reached the Subscriber at the time it would ordinarily have arrived. If our company is unable to give one year or more notice in the event of service discontinuation due to unforeseen circumstances or unavoidable circumstances such as laws and regulations, natural disasters, etc., our company shall promptly notify the relevant service contractor after the fact.

 

25. (Discontinued Services)

 

If it becomes difficult for us to continue our business, we may discontinue the service with prior notice to the subscriber. The Company or its agents shall be obligated to return to the Subscriber the pre-paid usage fees corresponding to the unused portion of the Period of Use as of the discontinuation, and the Company shall bear the various costs associated with the return of the fees. In the event of discontinuation of the service, the Company shall return to the Subscriber all materials provided by the Subscriber for use of the service (including reproductions of all or part of the materials; the same shall apply hereinafter) immediately after the termination of the contract, and shall delete the materials recorded in the facilities for the Service at the Company's responsibility.

 

26. (Relationship to Salesforce)

 

1. Our company provides the Service to the Subscriber as an authorized original equipment manufacturer partner of SFDC. The Subscriber's right to use the Service is derived solely from our company's partnership agreement with SFDC and the said right does not constitute a direct contractual relationship between the Subscriber and SFDC. The Subscriber shall access the SFDC platform exclusively through the Service and the Subscriber shall have no right to access the SFDC platform directly by reason of these Terms.

2. Regarding the Subscriber's use of the SFDC platform as accessed through the Service our company as the authorized partner of SFDC is solely responsible to the Subscriber for the provision of the Service including components of the Service that operate on the SFDC platform. SFDC shall have no obligations to the Subscriber in connection with the Service and the Subscriber shall bring no claims against SFDC arising from or in connection with the Subscriber's use of the Service. Furthermore SFDC is an intended third-party beneficiary of these Terms to the extent that these Terms relate to the Subscriber's use of the SFDC platform through the Service and SFDC shall have the right to enforce such provisions directly against the Subscriber.

3. The Subscriber shall comply with the applicable usage restrictions and acceptable use policies of SFDC as communicated to the Subscriber by our company from time to time and the Subscriber shall not use the SFDC platform for any purpose other than the use of the Service as contemplated by these Terms. The Subscriber acknowledges and agrees that the availability of the Service is in part dependent on SFDC's provision of the SFDC platform to our company and that changes to or suspension of or termination of our company's partnership agreement with SFDC may affect the availability of the Service. Our company shall notify the Subscriber of any such changes to the extent reasonably practicable. The Subscriber acknowledges that our company may be required by SFDC to audit or verify the Subscriber's use of the Service for compliance purposes and the Subscriber shall cooperate with such audit requests to the extent reasonably requested by our company.

4. In addition to the provisions set forth in this Article the Subscriber's use of the SFDC platform through the Service shall be subject to the Salesforce Master Subscription Agreement available in English at https://www.salesforce.com/en-us/wp-content/uploads/sites/4/documents/legal/salesforce_MSA.pdf as updated by Salesforce from time to time (hereinafter the "Salesforce MSA").

5. Paragraph 5 In the event of any conflict or inconsistency between this Article and the Salesforce MSA with respect to the Subscriber's use of the SFDC platform through the Service the English text of the Salesforce MSA shall prevail. By accepting these Terms the Subscriber agrees to be bound by the Salesforce MSA to the extent applicable to the Subscriber's use of the SFDC platform through the Service.

 

27. (Customer customization of services)

 

For Subscriber to create applications or objects on SFDC for the

purpose of customizing or using the Services together, Subscriber must meet the requirements of the license agreement for the SFDC platform (force.com) that Subscriber is using. We do not guarantee the functionality or continuity of the custom objects and APIs defined by the Subscriber and may discontinue or change them at any time without notice, and the Subscriber acknowledges and agrees to such discontinuance or change.

 

28. (Prerequisites for using third-party applications)

 

In using the Service, you may use third party applications incorporated into the Service to the extent available in the Service, as described in the mitoco User's Guide and other user guides (including their respective administrator manuals and installation manuals, etc.). Use of third-party applications is subject to compliance with the terms of use of the applicable third party. You shall not object thereto. The Company shall not be liable for any guarantee of operation, continuity, liability, etc. of Third-Party Applications, and Article 30 (Exemption from liability) shall apply mutatis mutandis to Third Party Applications.

 

29. (Generative AI Features)

 

1. The Service includes or may in the future include features powered by generative artificial intelligence (collectively AI Features). AI Features currently include the AI functionality provided by our company and AI capabilities made available through third-party applications integrated into the Service as described in Article 28. Our company may add modify, or remove AI Features at any time, including through the future introduction of additional AI-powered services. Any newly introduced AI Feature shall be governed by this Article and, where applicable, by supplemental terms or product specifications set forth in the Exhibits to these Terms or a separate exhibit. In the event of any conflict between this Article and such supplemental terms, the supplemental terms shall prevail with respect to the specific AI Feature they govern.

2. With respect to AI Features provided directly by our company our company makes no representations or warranties whether express or implied that (a) AI-generated outputs are accurate complete current or fit for any particular purpose (b) AI-generated outputs do not infringe the intellectual property rights of any third party (c) AI-generated outputs are free from bias discrimination or harmful content or (d) AI Features will be available continuously or without interruption.

3. With respect to AI Features provided by third-party providers including AI capabilities within third-party applications integrated into the Service Article 28 shall apply in addition to this Article. Our company makes no representations or warranties regarding the performance accuracy or continuity of such third-party AI capabilities and our company shall not be liable for any damages arising from the Subscriber's use of them. The Subscriber's use of such third-party AI capabilities is subject to the applicable terms and conditions of the relevant third-party provider.

4. The Subscriber is solely responsible for evaluating the accuracy and appropriateness of all AI-generated outputs before relying on or acting upon such outputs. In particular when the Subscriber uses the outputs for business operations including executing generated codes or performing operations such as writing modifying or deleting data in external integrated services the Subscriber bears the obligation to verify and confirm them based on their own professional judgment. AI Features are not intended to substitute for professional advice including legal medical financial or other expert advice. Our company shall not be liable for any damages including system failures data loss bug inclusions or erroneous orders arising from the Subscriber's reliance on AI-generated outputs whether generated by our company's own AI Features or by third-party AI capabilities.

5. The Subscriber shall not input into any AI Feature any of the following (a) personal data of third parties unless a lawful basis for such processing exists under the applicable privacy laws including the PDPA and all necessary consents have been obtained (b) sensitive personal data under the applicable privacy laws including health data financial account data biometric data or similar categories (c) confidential or proprietary information of third parties without authorization or (d) information prohibited from disclosure by law regulation or court order. Our company shall not be liable for any consequences arising from the Subscriber's input of such data in violation of this Paragraph, and the Subscriber shall indemnify our company against any claims penalties or damages arising therefrom.

6. To the extent that AI Features process personal data such processing shall be conducted in accordance with Article 33 of these Terms and the applicable privacy laws including the PDPA. Information regarding the categories of AI infrastructure providers engaged by our company the nature of their data processing the geographic scope of such processing and the basis for any cross-border transfer of personal data is set forth in Article 33 Paragraph 4(d) of these Terms. The Subscriber acknowledges and agrees to such processing and transfers as necessary for the operation of AI Features.

7. As between our company and the Subscriber, the Subscriber retains ownership of the content that the Subscriber inputs into AI Features. However, at the time of inputting such content, the Subscriber grants our company a royalty-free license for reproduction, adaptation, public transmission, creation of derivative works, display, and execution within the scope necessary for providing the Service, including transmission to integrated large language models. Provided however that our company shall not use the said content for purposes other than providing the Service and shall not use it for training, instructing, improving, or adjusting our company's proprietary generative AI models or providing it to third parties. Our company does not claim ownership of AI-generated outputs produced based on the Subscriber's inputs. The Subscriber is solely responsible for determining whether AI-generated outputs give rise to intellectual property rights under applicable laws and for ensuring that their use of such outputs complies with applicable intellectual property laws including laws governing copyright and moral rights.

8. Our company reserves the right to modify, suspend, or discontinue any AI Feature at any time without prior notice to the Subscriber, including upon changes to the terms or capabilities of underlying third-party AI services. Article 23 and Article 30 shall apply mutatis mutandis to such cases.

 

30. (Exemption from liability)

Our company's liability with respect to the Services or Terms of Use, etc. for any reason shall be limited to Article 31 (Compensation for Damages). Our company shall not be liable for any damages caused to you or others due to any of the following reasons, regardless of any disputes between the contractor and a third party arising from the use of the Services, and any liability for default, tort, or other legal claims. To the maximum extent permitted by the applicable laws of the Kingdom of Thailand, including the Unfair Contract Terms Act B.E. 2540 (1997), the exemptions and limitations of liability set forth in these Terms shall apply. If any such provision is held to be unenforceable, it shall be limited or reformed only to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

1. Natural disasters, armed conflicts, power outages, riots, epidemics or other epidemics, destruction or damage to goods or facilities, fires, typhoons, earthquakes, floods, reasonable measures under the duty of safety consideration, and other causes beyond the control of our company.

2. Failure due to equipment on the contractor's part or failure of telecommunications services up to the equipment for this service, or failure of the contractor's connection environment.

3. Damage caused by the performance of the service equipment, such as response time from the service equipment.

4. For computer virus protection software installed by our company from a third party, invasion of facilities for the Service by computer viruses of types for which virus patterns, virus definition files, etc. have not been provided by the third party.

5. Unauthorized access to or attack by a third party, or interception in a communication channel, on equipment for the Service which cannot be defended even with the care of a good manager.

6.  Damages arising from the failure of a contractor to comply with procedures, security measures, etc. prescribed by our company.

7. Damage caused by hardware, software (OS, middleware, and DBMS) and database of equipment for the Service which are not manufactured by our company.

8. Damages caused by malfunctions in telecommunications services provided by telecommunications carriers.

9. Interception of communications for criminal investigation as required by law, regulation, or court order, or other compulsory dispositions under court order or statute.

10. Matters relating to the business of subcontractors, including the appointment of subcontractors and the supervision of their business.

11. Cases in which the damage cannot be avoided even with the utmost care, and cases in which the cause cannot be attributed to our company.

12. Any other cause not attributable to our company.

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31. (Compensation for Damages)

 

1. In the event that our company fails to provide the Service to the Subscriber due to grounds attributable to our company in cases where our company should provide the Service our company shall compensate the Subscriber for ordinary damages directly incurred by the Subscriber up to the amount of the monthly fee stipulated in the Agreement at the time when our company learns that the Service cannot be used namely the time of failure occurrence only if the Service is suspended for a total of fifteen days or more within one month from the said time of failure occurrence. Provided however that regarding damages caused by special circumstances our company shall be exempted from liability for indirect damages derivative damages incidental damages lost profits loss of business opportunities damages caused by business interruption damages caused by loss or corruption of data and damages based on claims from third parties regardless of whether our company could foresee them or not. Furthermore in the event that the Subscriber does not make the said claim in writing to our company by the day on which six months have elapsed from the day on which the Subscriber became entitled to make such a claim the Subscriber shall lose the right.

2. Due to grounds attributable to external platforms other than our company or service integration partners namely cases arising from areas beyond our company's reasonable control or specification changes the limitation of liability based on the terms of use of each external platform or service integration partner shall apply.

3. Regarding the preceding two paragraphs in the event that damages are caused by the intent or gross negligence of our company they shall not apply.

 

32. (Handling of Copyrights)

 

The system software (including cases where it is prepared and held by third parties; hereinafter referred to as the "Right Holder") created and possessed by our company and its affiliates in connection with the Service is subject to copyright (including the right to create derivative works as prescribed by the Copyright Act and the right to exploit such derivative works) and other intellectual property rights.

1. Subscribers may not copy, modify, distribute, lend, or otherwise exploit this System Software in any form possible without the permission of the rights holder, beyond the extent permitted by these Terms.

2. Subscribers may not use trademarks (including service marks) owned by rights holders without permission.

3. The Contractor may not, without the permission of the Right Holder, decompile, disassemble, reverse engineer, or do anything similar with the System Software to which the Right Holder has a right to provide the Services.

 

33. (Handling of acquired information)

 

1. Both our company and the Contractor are bound by confidentiality. Neither the Contractor nor our company shall disclose or divulge to any third party, in connection with this Agreement, any technical, business or other confidential information of the other party which they have become aware of, without the written consent of the other party and except as necessary for the provision of services. However, this shall not apply to the following cases: (a) If it is already public knowledge or public use at the time of knowing. (b) If, after learning of the information, it becomes public knowledge or public use through no fault of its own. (c) If it has already been acquired by the time you know it. (d) If it is duly obtained without obligation of confidentiality from a third party with legitimate authority. (e) Disclosure or provision is required by law or at the request of a competent public authority. (f) Required for the Contractor to perform its obligations under this Agreement.

2. Our company may, at our company's discretion, subcontract to a third party some of the work required in connection with the provision of the Services to Subscribers. In this case, our company shall impose the obligations of this Article on the subcontractor (hereinafter referred to as "sub-contractor").

3. Our company shall collect and process personal data of Subscribers in accordance with the Personal Data Protection Act B.E. 2562 (2019) ("PDPA") and our company Privacy Policy (https://www.terrasky.co.th/s/policy?language=en_US). Our company processes personal data on the following legal bases under PDPA Section 19: (i) contractual necessity, for collecting and using personal data required to provide, maintain, and support the Services; (ii) legal obligation, for processing required under applicable laws and regulations; and (iii) legitimate interests of our company, for processing related to fraud prevention, security, and service improvement, where such interests are not overridden by the rights and interests of the data subject. Where none of the foregoing bases applies, our company will seek the Subscriber's explicit consent prior to processing.
   (33.1) Personal information collected by our company includes:
   (a) Information obtained by our company in connection with an application for the Services.
   (b) Information obtained upon application, such as subscriber name (name of corporation, organization, and representative), address, telephone number, and email address.
   (c) Information collected in connection with the use of the Service, either directly or through data connections.
   (d) Other information obtained in connection with the Service.
   (33.2) Purpose of use:
   (a) To maintain and build the smooth operation of the Service.
   (b) To provide the Services requested by Subscribers, including the sale of the Services, maintenance services, and delivery of materials (including the accumulation of statistical data such as cookies and support history).
   (c) To respond to various inquiries and requests (including the accumulation of inquiry history for better response). (d) To provide regular and emergency maintenance information, corporate information, and information related to the Service from our company (for example, sending materials, new feature introductions, information on seminars and events, mail magazines, and service information for subscribers). Where such communications constitute direct marketing, our company will rely on Subscriber's consent obtained at the time of registration, and Subscribers may withdraw such consent at any time by notifying our company in writing.
   (e) To reflect Subscriber's wishes in the planning, development, improvement, and marketing activities of the Service (including surveys, customer satisfaction surveys, and contact history).
   (f) Our company shall retain personal data only for as long as necessary to fulfil the purposes set out in this Article. Upon termination of the Agreement for any reason, our company shall delete or anonymize Subscriber's personal data without undue delay following such termination, once the retention purposes specified in items (i) through (iii) below no longer apply: (i) retention is required by applicable law or regulation; (ii) retention is necessary to resolve a pending dispute or enforce our company's rights under the Agreement; or (iii) continued retention is otherwise permitted under the applicable privacy laws including the PDPA. Our company shall use commercially reasonable efforts to notify the Subscriber upon completion of the said deletion.
   (g) Where Subscribers use AI Features powered by retrieval-augmented generation or similar technologies, our company may retrieve and process content stored by Subscribers in the Service — including messages, documents, calendar entries, task data, and other electronic information stored within the Service (collectively, "Subscriber Content") — for the purpose of generating contextually relevant, AI-assisted responses. Processing of Subscriber Content for this purpose includes the following operations: (i) conversion of Subscriber Content into numerical vector representations for the purpose of semantic similarity search ("embedding"); (ii) retrieval of portions of Subscriber Content determined to be semantically relevant to a User's specific query at the time of that query; and (iii) transmission of such retrieved portions of Subscriber Content as contextual input to AI processing systems, solely for the purpose of generating a response to that User's query. The scope of Subscriber Content accessed for any given query is limited to: (i) content that is algorithmically determined to be relevant to the specific query submitted; and (ii) content that is accessible to the User submitting the query under the access control settings configured by the Subscriber within the Service. Subscriber Content retrieved for the purpose of generating AI responses is not used to train or fine-tune any AI model, nor is it retained by AI processing systems beyond the period necessary to generate the applicable response, unless otherwise specified in supplemental terms governing the applicable AI Feature. Subscribers who do not wish their Subscriber Content to be used for AI retrieval processing may disable the applicable AI Features through the Service's administrator settings. Further information regarding the categories of AI infrastructure providers involved in such processing and the basis for any cross-border transfer is set forth in Paragraph 4(d) of this Article.

4. Our company may provide the personal data set forth in Paragraph 3 to the following categories of recipients to the extent necessary for the purposes of use set forth in Paragraph 3, and the Contractor agrees to this in advance:
   (a) Salesforce Japan, Inc. and its affiliates, as the provider of the platform infrastructure on which the Service operates.
   (b) TerraSky, Inc. (Japan) and affiliates of TerraSky, Inc., to the extent necessary for the development, operation, support, and improvement of the Service (https://www.terrasky.co.jp/company/profile/).
   (c) Sub-contractors engaged by our company for the provision, maintenance, or support of the Service.
   (d) AI infrastructure and processing service providers engaged by our company for the operation of AI Features.
   The following disclosure is made in accordance with PDPA Section 20 with respect to the processing of personal data and Subscriber Content by such providers.
   Nature of providers: Our company engages third-party providers of cloud-based AI language model processing, text embedding, and vector search infrastructure ("AI Infrastructure Providers") for the purpose of operating AI Features. Our company does not disclose the identity of specific AI Infrastructure Providers in these Terms. AI Infrastructure Providers are selected and engaged by our company based on their ability to meet data protection standards no less protective than those required under the PDPA, and are bound by contractual data processing obligations to that effect.
   Categories of data processed: AI Infrastructure Providers may process the following categories of data solely to the extent necessary to generate a response to a specific User query submitted through an AI Feature: (i) the content of the User's query; (ii) portions of Subscriber Content retrieved as contextually relevant to that query pursuant to Paragraph 3(2)(g) of this Article; and (iii) metadata necessary to route and process the query, such as session identifiers. AI Infrastructure Providers do not process personal data beyond what is necessary for the operation of the specific AI Feature at the time of the query.
   Purpose and restriction of use: Data transmitted to AI Infrastructure Providers is used exclusively for the purpose of generating AI-assisted responses to User queries. AI Infrastructure Providers are contractually prohibited from: (i) using transmitted data to train, fine-tune, or improve AI models, whether for our company's benefit or their own; (ii) retaining transmitted data beyond the period necessary to generate the applicable response; and (iii) disclosing transmitted data to any party other than our company.
   Geographic scope of processing: Processing by AI Infrastructure Providers may occur outside Thailand. Subscribers acknowledge that personal data and Subscriber Content transmitted to AI Infrastructure Providers may be processed in jurisdictions other than Thailand. Our company ensures that such cross-border transfers comply with PDPA Section 28 on the basis of contractual necessity for the performance of the Agreement or, where required, on the basis of Subscriber consent. Our company imposes on AI Infrastructure Providers contractual obligations equivalent to those required under the PDPA prior to any such transfer.
   Data subject rights with respect to AI processing: Subscribers may disable AI Features through the Service's administrator settings, in which case no Subscriber Content will be transmitted to AI Infrastructure Providers. Subscribers who wish to obtain further information regarding the specific AI Infrastructure Providers currently engaged by our company, including the countries in which processing occurs, may submit a written request to the contact specified in Paragraph 8 of this Article. Our company shall respond within 30 days. Our company may decline to disclose the identity of specific AI Infrastructure Providers to the extent that such disclosure would compromise our company's legitimate security or operational confidentiality interests, provided that our company shall in such case confirm the categories and geographic scope of processing and the data protection basis for any cross-border transfer.

5. The Subscriber acknowledges and agrees that in relation to the personal data processed through the Service the Subscriber acts as the data controller and our company acts as the data processor under the applicable privacy laws including the PDPA. The Subscriber is solely responsible for responding to requests from data subjects exercising their rights such as the right of access the right to rectification the right to erasure the right to restriction of processing the right to data portability the right to object and the right to withdraw consent. In the event that our company receives such a request directly from a data subject our company shall notify the Subscriber of the request without undue delay. Our company shall within a commercially reasonable scope assist the Subscriber through appropriate technical and organizational measures to fulfill the Subscriber's obligation to respond to such requests.

6. In its capacity as data processor under PDPA Section 40, our company shall: (a) collect, use, or disclose personal data only in accordance with the documented instructions of the Subscriber, including with respect to cross-border transfers, except where otherwise required by applicable law; (b) ensure that personnel authorized to process personal data are bound by an appropriate obligation of confidentiality; (c) implement appropriate security measures in accordance with PDPA Section 40(2) to prevent unauthorized or unlawful loss, access, use, alteration, correction, or disclosure of personal data; (d) not engage any sub-processor for the processing of personal data without the prior general or specific authorization of the Subscriber, and, where a sub-processor is engaged, impose on such sub-processor by written agreement data protection obligations no less protective than those set out in these Terms, and remain liable to the Subscriber for the acts and omissions of such sub-processor; (e) notify the Subscriber without undue delay upon becoming aware of any personal data breach; and (f) upon termination of the Services, delete or return personal data to the Subscriber, except to the extent retention is required by applicable law or is technically impractical such as in the case of routine system backups. This Article constitutes the arrangement governing the processing of personal data carried out by our company on behalf of the Subscriber for the purposes of PDPA Section 40. Upon the written request of the Subscriber, our company shall provide, and the Subscriber and our company shall enter into, a separate Data Processing Agreement in the form prescribed by our company (the “DPA”). Upon execution, the DPA shall constitute an Exhibit to these Terms and shall prevail over the main body of these Terms in the event of any inconsistency with respect to the processing of personal data.

7. Our company is obligated to implement appropriate technical and organizational measures to protect personal data against unauthorized access loss destruction alteration or disclosure including in respect of sub-contractors. In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons our company shall notify the Subscriber without undue delay after becoming aware of the breach. The Subscriber shall be solely responsible for evaluating the breach and notifying the competent authorities including the Personal Data Protection Committee and the affected data subjects in accordance with the applicable privacy laws including the PDPA. This obligation of our company to notify the Subscriber does not apply where the Subscriber itself caused the breach through its own acts or omissions.

8. The Subscriber acknowledges that, in connection with the provision of the Service, personal data may be transferred to and processed in countries outside the Kingdom of Thailand, including transfers to TerraSky, Inc. (Japan) and SFDC. Our company shall, prior to any such cross-border transfer, implement and maintain appropriate safeguards in accordance with PDPA Sections 28 and 29(3), which may include the conclusion of standard contractual clauses or equivalent contractual arrangements imposing data protection obligations no less protective than those required under the PDPA, with TerraSky, Inc. (Japan), SFDC, and any other recipient of such personal data located outside the Kingdom of Thailand. Upon the Subscriber’s reasonable written request, our company shall provide a summary of the safeguards so implemented. Our company has entered into, or concurrently with the effectiveness of these Terms will enter into, a sub-processing agreement with TerraSky, Inc. (Japan) imposing data protection obligations no less protective than those required under the PDPA and these Terms, and constituting an appropriate safeguard for such cross-border transfer in accordance with PDPA Sections 28 and 29.

9. ​To resolve technical issues with the Service, our company may access the Service (including personal and acquired information of contractors) using the Subscriber's credentials after prescribed procedures by the Subscriber. If access to the Service at the request of the Subscriber leads to a response beyond the scope of our company's support, the Subscriber agrees to pay our company the cost of such response.

10. Subscribers wishing to exercise data subject rights, lodge complaints, or contact our company's data protection officer may do so at the following URL: https://www.terrasky.co.th/contact-us

 

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34. (Clauses that continue after the contract ends)

 

Article 26 (Relationship to Salesforce), Article 29 (Generative AI Features), Article 30 (Exemption from liability), Article 31 (Compensation for Damages), Article 32 (Handling of Copyrights), Article 33 (Handling of Acquired Information), and Article 36 (Governing Law and Jurisdiction) of this Agreement shall remain in effect after termination of this Agreement.

 

35. (Non-interference in disputes between contractors)

 

If a dispute arises between subscribers to the service, the dispute shall be resolved between them, and the Company shall not be involved in the dispute.